On behalf of the Board of Directors (the "Board") of the Company it gives usan immense pleasure to present the 36th Board's Report along with the Audited FinancialStatements of Company for the financial year ended March 31st 2021.
1. STATE OF AFFAIRS FINANCIAL PERFORMANCE :
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS
The financial statements of the Company for the financial year ended March 31 2021have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notifiedby the Ministry of Corporate Affairs and as amended from time to time.
The performance highlights and summarized financial results of the Company are givenbelow:
(Amount in Lakhs except EPS)
|PARTICULARS ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Total Income ||3655.04 ||2986.17 |
|Total Expenditure ||3463.14 ||2839.76 |
|Profit/(Loss) before Exceptional & Extraordinary Items & Tax ||191.90 ||146.41 |
|Exceptional Items ||0.00 ||0.00 |
|Extraordinary Items ||0.00 ||0.00 |
|Profit/(Loss) before tax ||191.90 ||146.41 |
|Provision for Tax || || |
|Current Tax ||32.75 ||24.88 |
|Deferred Tax ||35.45 ||0.00 |
|Adjustments of tax relating to earlier periods ||(0.44) ||0.81 |
|Profit/Loss after tax ||124.14 ||120.72 |
|Other comprehensive Income ( Net of Tax) ||0.45 ||2.62 |
|Total Comprehensive Income ||124.59 ||123.34 |
|Paid up Equity Share Capital ||1627.38 ||1627.38 |
|Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.) ||0.76 ||0.74 |
1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIR :
During the financial year 2020-21 Revenue from operation of the Company increased toRs. 3575.04 Lacs as against Rs. 2969.02 Lacs in previous year and recording an increase of20.41% growth. Further during the year company earned net profit after tax beforecomprehensive income of Rs. 124.14 lacs as against Rs. 120.72 Lacs in previous year.
2. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 as amended fromtime to time the Annual Return of the Company for Financial Year 2020-21 is available onthe Company's website at weblink:- https://www.biofilgroup.net/stock-exchange/Form MGT-7BCPL 2020-21.pdf.
3. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & AGM
The details of the number of meetings of the Board and its committee held during theFinancial Year 2020-21 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for financial year 2019-20 was held on 29th September2020.
To conserve resources and plough back profits your Directors have not recommended anydividend for the year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
During the financial year no amount has been transferred to any reserve.
During the year under review the Company has not accepted any deposits from the publicwithin the meaning of section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 as amended from time to
THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER VOF THE ACT
Not applicable since company has not accepted any deposits the question does not ariseregarding non compliance with the requirements of Chapter V of the Act.
DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS.
Pursuant to Section 2(31) of Companies Act 2013 Read with Rule 2(1)(viii) of Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification orre-enactment thereof for the time being in force) the Company had not received anyunsecured loan from directors during the financial year 2020-21.
7. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES COMPANIES
During the financial year ended on 31st March 2021 the Company did not have anysubsidiary joint venture or associate company.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Ketan Shah (DIN: 08818212) Whole Time Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. However his term is fixed and shall not break due to thisretirement. The Board recommends his re-appointment for the consideration of the Membersof the Company at the ensuing Annual General Meeting.
During the year under review Members in their 35th Annual General Meeting haveconfirmed appointment of Mr. Ketan Shah (DIN: 08818212) as a Director as well as WholeTime Director of the Company for a term of three years w.e.f. 25th August 2020 to 24thAugust 2023 who was appointed as Additional director as well as Whole Time Director byBoard of Directors in their board meeting held on 25th August 2020.
Further members in their 35th Annual General Meeting held on 29th September 2020 haveconfirmed appointment of Mr. Ashok Kumar Ramawat (DIN: 08818263) as a Non ExecutiveIndependent Director of the Company for a term of five years w.e.f. 25th August 2020 to24th August 2025 who was appointed as Additional director as well as Independent Directorby Board of Directors in their board meeting held on 25th August 2020.
During the current financial year 2021-22 the office of Mr. Subhashchandra Swarnakar(DIN: 01658151) Non-Executive Independent Director of the Company was vacated with effectfrom 15th April 2021 due to his sudden demise. Your Board conveys deep sympathy sorrowand condolences for such irreparable loss to the Company.
Board of Directors of the Company in their Meeting held on 30th June 2021 Mr. SatishBeohar (DIN: 09220291) has appointed as an Additional as well as Independent director ofthe Company w.e.f. 30th June 2021 and he shall hold the office as per the provision ofSection 161 of the Companies Act 2013 till the date of the ensuing Annual GeneralMeeting. The company has received a notice as per the provisions of Section 160(1) of theCompanies Act 2013 from a member in writing proposing his candidature for the office ofDirector.
Further Board of Directors in their Meeting held on 13th August 2021 approved theappointment of Mr. Ramesh Shah (Managing Director) (DIN: 00028819) as Chairman of theBoard and Company. Further Board considered re-appointment of Mr. Ramesh Shah (DIN:00028819) as Managing Director of the company for term of five years w.e.f. 1st October2021 to 30th September 2026 subject to approval of members in ensuing Annual GeneralMeeting. Further Mr Ramesh shah was also designated as chairman of the Board and company.
The following have been designated as the Key Managerial Personnel of the Companypursuant to Sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:
1. Mr. Ramesh Shah Chairman & Managing Director (DIN: 00028819)
2. Mr. Ketan Shah Whole time Director (DIN: 08818212)
3. Ms. Shikha Khilwani Company Secretary and Compliance Officer
4. Mr. Jitendra Kumar Sahu Chief Financial Officer DISQUALIFICATIONS OF DIRECTORS
During the year declarations were received from the Directors of the Company pursuantto Section 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 DIRECTOR
The Independent Directors have submitted the declaration of independence as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('theListing Regulations').
The Board is of the opinion that the Independent Directors of the Company hold higheststandards of integrity and possess requisite expertise and experience required to fulfilltheir duties as Independent Directors.
In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves
with the databank maintained by The Indian Institute of Corporate Affairs Manesar("IICA"). The Independent Directors are also required to undertake onlineproficiency self-assessment test conducted by the IICA within a period of 2 (two) yearsfrom the date of inclusion of their names in the data bank unless they meet the criteriaspecified for exemption. Mr. Ashok Kumar Ramawat (DIN: 08818263) and Mr. Satish Beohar(DIN: 09220291) Non-executive Independent Director of the Company are required to clearthe online proficiency self-assessment test. Further Mrs. Shaila Jain (DIN: 00326130)Independent Directors of the Company is exempt from the requirement to undertake onlineproficiency selfassessment test.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
I. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
II. 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 at the end of the financial year and ofthe profit of the Company for that year;
III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
IV. the Directors have prepared the annual accounts on a going concern basis;
V. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
VI. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws 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 at web link:https://www.biofilgroup.net/Appointment%20letter%20Independent%20Director/
12. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year under review. The meeting wasconducted on 30th March 2021 in an informal manner without the presence of the Chairmanthe Managing Director the Non-Executive Non-Independent Directors and the Chief FinancialOfficer of the Company.
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 (DIN: 00326130) asChairperson Mr. Ashok Kumar Ramawat (DIN: 08818263) and Mr. Satish Beohar (DIN:09220291). Further Mr. Subhashchandra Swarnakar (DIN: 01658151) ceased from the membershipof the committee w.e.f. 15th April 2021 due to his sudden demise and the Committee wasreconstituted on 30th June 2021 and name of Mr. Satish Beohar (DIN: 09220291) wasincluded as Member of the Committee.
The recommendations of the Audit Committee were duly approved and accepted by the Boardduring the year under review.
The other Committees of the Board are:
(i) Nomination and Remuneration Committee
(ii) Stakeholders Relationship Committee
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 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 Act and the SEBI Listing Regulations The evaluationof all the directors committees Chairman of the Board and the Board as a whole wasconducted based on the criteria and framework adopted by the Board which includesassessing the quality quantity and timelines of flow of information between the CompanyManagement and the Board as it is necessary for the Board to effectively and reasonablyperform their duties.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the Nomination and Remuneration Committee reviewedthe performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Individual Directors the Board as a wholeand its Committees with the Company. Performance Evaluation Criteria for IndependentDirectors:
The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments.
Statement with regard to integrity expertise and experience of the independentdirector appointed during the year.
In the opinion of the Board all our Independent Directors possess requisitequalifications experience expertise and hold high standards of integrity for the purposeof Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014. List of key skills expertiseand core competencies of the Board including the Independent Directors is provided inCorporate Governance Report.
15. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS BY COMPANY UNDER SECTION 186 OF THECOMPANIES ACT 2013
The Company has not provided any loans and guarantees or made investments pursuant toSection 186 of the Companies Act 2013 during the financial year under review.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at web link: http://www.biofilgroup.net/Policies/Policv%20for%20Related%20partv%20transaction.pdf. The Policyintends to ensure that proper reporting approval and disclosure processes are in placefor all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subjectedto independent review by an Audit Committee to establish compliance with the requirementsof Related Party Transactions under the Companies Act 2013 and Listing Regulations.
All Related Party Transactions entered during the year 2020-21 were in Ordinary Courseof the Business and at Arm's Length basis. The Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement which were entered during the year by your company are givenseparately in notes to the financial statements. Further the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 and Rule 8(2)Companies (Accounts) Rules 2014 in Form AOC-2 is set out as Annexure A and formpart of this report.
Your Directors draw your attention to Note No. 36 to the financial statements whichset out related party disclosures.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO Theparticulars 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
(i) The steps taken or impact on conservation of energy:- The company is puttingcontinues efforts to reduce the consumption of energy and maximum possible saving ofenergy.
(ii) The steps taken by the company for utilizing alternate sources of energy: TheCompany has used alternate source of energy whenever and to the extent possible.
(iii) The capital investment on energy conservation equipment's: Nil
(B) Technology Absorption :
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): The Company has neither purchased within Indianor imported any technology.
(iv) The expenditure incurred on Research and Development: The Company has not incurredany expenditure on Research and Development during the year under review.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year there was neither inflow nor outflow of foreign exchange.
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.
Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Thecompany's internal control system is commensurate with its size scale and complexities ofits operations; the internal and operational audit is entrusted to M/s. Sethiya Khandelwal& Company Chartered Accountants. The main thrust of internal audit is to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry.
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. Report of statutoryauditors for internal financial control system is part of Audit Report.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
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. NOMINATION AND REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS / KEY MANAGERIAL 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 the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act2013 the nomination and remuneration policy of the Company which lays down the criteriafor determining qualifications competencies positive attributes and independence forappointment of Directors and policies of the Company relating to remuneration ofDirectors KMP and other employees is available on the Company's website:http://www.biofilgroup.net/Policies/Policv%20for%20the%20%20Nomination%20&%20Remuneration.pdf . The Board of Directorsaffirms that the remuneration paid to Directors senior management and other employees isin accordance with the remuneration policy of the Company.
The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended up to date is annexed as Annexure-B and forms an integral part ofthis Report.
During the year under review none of the employee of the company is drawing more thanRs. 10200000/- per annum or Rs.850000/- 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 ofManagerial Personnel) Rules 2014 are not applicable during the year under review.
Further the statement containing details of Top Ten Employees in terms of remunerationof employees as required under Section 197(12) of the Act read with Rule 5(2) & 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable at registered office of the Company. In terms of Section 136(1) of the Act theAnnual Report is being sent to the Members excluding the aforesaid details. Any Memberdesirous of obtaining above said details may write to the Company Secretary.
Further Company did not have any holding or subsidiary company therefore receipt ofthe commission or remuneration from holding or subsidiary company of the company asprovided under section 197(14) of Companies Act 2013 is not applicable.
21. REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the PracticingChartered Accountants confirming compliance forms an integral part of this Report.
A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which also forms part of this Annual Report.
22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism/Whistle Blower Policy to provide aframework for promoting responsible and secure whistle blowing and to provide a channel tothe employee(s) Directors and other stakeholders to report to the management concernsabout unethical behavior actual or suspected fraud or violation of the code of conduct orpolicy/ies of the Company. The details of said vigil mechanism are given in CorporateGovernance Report which forms
part of this Annual Report. No Person has been denied access to the Audit Committee.
23. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsappointed M/s. L. N. Joshi & Company Practicing Company Secretary Indore to conductSecretarial Audit of the company for the year ended March 31 2021. The Secretarial Auditreport given by Secretarial Auditor is annexed as ANNEXURE-C and forms an integralpart of this Report.
There is no qualification reservation or adverse remark or disclaimer in SecretarialAudit report except the following:-
|Secretarial Auditor Observations ||Management comments |
|The Board of Directors of Top 2000 listed entities shall comprise of not less than six directors with effect from 1st April 2020. Accordingly as per Regulation 17(1) (c) the Company was not having composition of Board with minimum six directors from April 012020 to August 24 2020 ||Due to COVID 19 the board could not meet and it was delay in receipt of KYC documents hence Board could not appoint required directors. However Board took rigorous efforts to appoint requisite directors on the Board to meet the compliance of Regulation 17(1) (c) of SEBI (LODR) 2015. The Company has made application to National Stock Exchange Limited for waiver of fine which is pending before NSE Limited. Further Company has partially paid Rs 536900/ - towards fine levied by NSE Ltd under protest. |
|The Company has not submitted information regarding issue of the duplicate certificates in one of case to the Stock Exchanges within two days of its getting information under Regulation 39 of SEBI( LODR) 2015. ||The company has submitted the same to the stock exchanges with some delay. |
|Mr. Ashok Kumar Ramavat who was appointed as Non Executive Independent Director of the Company w.e.f. 25th August 2020 has not registered himself for inclusion of his name with the Independent Directors Databank before his appointment pursuant to Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014. ||Due to technical issue with PAN number Mr Ashok Kumar Ramavat could not register himself with Independent Directors Databank under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014 however he has been registered himself with the Independent Directors Databank after his appointment and also given declaration to clear the proficiency test with in prescribed period. |
24. STATUTORY AUDITORS
M/s Maheshwari & Gupta Chartered Accountants Indore (ICAI Firm Registration No.006179C) were appointed as Statutory Auditors of your Company in the 32nd Annual GeneralMeeting held on 25th September 2017 for a term of five consecutive years from theconclusion of 32nd Annual General Meeting up to conclusion of 37th Annual General Meetingto be held in the year 2022-23.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending Section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s Maheshwari &Gupta Chartered Accountants at the forthcoming AGM.
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.
25. INTERNAL AUDITOR
The Board has appointed M/s Sethiya Khandelwal & Company Chartered AccountantsIndore as Internal Auditor of the company and takes their suggestions and recommendationsto improve and strengthen the internal control systems. Their scope of work includesreview of operational efficiency effectiveness of systems & processes compliancesand assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.
26. COST AUDITOR
The company does not falls within the provisions of Section 148 of Companies Act 2013read with the Companies (Cost Records & Audit) Rules 2014 therefore no such recordsare required to be maintained and company is not required to appoint cost auditor for thefinancial year 2020-21.
27. SECRETARIAL COMPLIANCE REPORT
Pursuant to SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019read with Regulation 24(A) of the SEBI (LODR) Regulation 2015 listed entities to obtainAnnual Secretarial Compliance Report from a Practicing Company Secretary for compliance ofall applicable SEBI Regulations and circulars/guidelines issued there under. The Companyhas obtained the certificate from M/s. L.N. Joshi and Company (CP No. 4216) PracticingCompany Secretary for providing required Compliance Report for the financial year ended31st March 2021 and same has been filed with both the stock exchanges in prescribed time.
28. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct ("the Code") for allBoard members and senior management personnel of your Company. The Code of conduct isavailable on Company's website at the web link: https://www.biofilgroup.net/Policies/Code%20of%20Conduct%20of%20BCPL.pdf.
All Board members and senior management personnel have affirmed compliance with thecode of conduct. Declaration on adherence to the code of conduct is forming part of theCorporate Governance Report.
The Managing Director & CFO of your Company have issued necessary certificatepursuant to the provisions of Regulation 17(8) of the Listing Regulations and the sameforms part of this Annual Report.
30. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board of Directors has adopted a risk management policy to develop and implementrisk management procedure/ plan including therein of elements of risks if any which inthe opinion of the Board may threaten the existence of the Company.
31. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
The Covid-19 pandemic which is once in a lifetime occurrence has brought with it anunimaginable suffering to people and to almost all sections of the economy. The nationwidelockdowns to curtail the transmission of disease had put the global economy in extremestress and would have a long-lasting economic impact.
However the operations of the Company were not affected since business activities ofcompany being pharmaceutical sector and the Company continued their business &operations. Although there are certain challenges which impacted the business beingsofter than normal such as Lack of availability of Labor and transportation.
Additional information regarding potential impact of COVID-19 pandemic on yourCompany's business operations and financial position are provided as part of the M D &A Report forms part of this Annual Report.
Apart from this there are no material changes and commitments affecting the financialposition of the company have occurred between the end of the financial year to which thefinancial statements relate and the date of this Board's report.
32. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013
The company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (India) and the Rulesthereunder. The Company's process ensures complete anonymity and confidentiality ofinformation. Adequate workshops and awareness programmes against sexual harassment areconducted across the organization.
There was no case of sexual harassment reported during the year under review. Furtherthe Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
34. LISTING OF SHARES
Company's shares listed on BSE Limited & National Stock Exchange of India Limited.The company has paid annual listing fee for financial year 2021-2022 to both the StockExchanges.
The Company's assets are adequately insured against the loss of fire and other risk asconsider necessary by the Management from time to time. The Company has also takeninsurance cover for any claims/losses arising out of its core business of Pharmaceuticalsand Chemicals.
36. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Services (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.
37. INDUSTRIAL RELATIONS
Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review. Your Directors record their appreciation for all the effortssupport and co-operation of all employees extended from time to time.
38. COMPLIANCE OF SECRETARIAL STANDARD
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
39. OTHER DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events on these items during the year underreview:> Company has not issued any equity shares with differential rights as todividend voting or otherwise.
> As on 31st March 2021 none of the Directors of the company hold instrumentsconvertible into equity shares of the Company.
> Company has not granted any stock option or Issue of Shares (Including SweatEquity Shares) to employees of the Company under any Scheme.
> No Significant or material orders passed by the Regulators or Courts or Tribunalswhich impact the going concern status and the Company's operation in future.
> Voting rights which are not directly exercised by the employees in respect ofshares for the subscription/ purchase of which loan was given by the Company (as there isno scheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).
> There has been no change in the nature of business of your Company.
> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 312021.
> No application was made or any proceeding is pending under the Insolvency andBankruptcy Code 2016 during the year in respect of your Company.
> There was no one time settlement of loan obtained from the Banks or FinancialInstitutions.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by the employees investors stakeholdersBanks and other regulatory authorities. Your Board recognizes and appreciates thecontribution made by all employees at all levels that ensures sustained performance.
On behalf of the Board of Directors Biofil Chemicals and Pharmaceuticals Limited
| ||Ramesh Shah ||Ketan Shah |
|Date : 13th August 2021 ||Chairman & Managing Director ||Whole Time Director |
|Place : Indore ||(DIN: 00028819) ||(DIN: 08818212) |