You are here » Home » Companies » Company Overview » Biofil Chemicals & Pharmaceuticals Ltd

Biofil Chemicals & Pharmaceuticals Ltd.

BSE: 524396 Sector: Health care
NSE: BIOFILCHEM ISIN Code: INE829A01014
BSE 11:43 | 17 Jun 72.25 -0.70
(-0.96%)
OPEN

70.00

HIGH

72.90

LOW

70.00

NSE 11:34 | 17 Jun 72.35 -0.25
(-0.34%)
OPEN

73.40

HIGH

73.40

LOW

71.70

OPEN 70.00
PREVIOUS CLOSE 72.95
VOLUME 10659
52-Week high 352.45
52-Week low 12.31
P/E 65.09
Mkt Cap.(Rs cr) 118
Buy Price 72.25
Buy Qty 18.00
Sell Price 72.40
Sell Qty 269.00
OPEN 70.00
CLOSE 72.95
VOLUME 10659
52-Week high 352.45
52-Week low 12.31
P/E 65.09
Mkt Cap.(Rs cr) 118
Buy Price 72.25
Buy Qty 18.00
Sell Price 72.40
Sell Qty 269.00

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

Company director report

Dear Shareholders

Your Directors present their Report together with the audited financial statements ofyour company for the year ended March 31 2020.

1. STATE OFAFFAIRS FINANCIAL PERFORMANCEAND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

The performance highlights and summarized financial results of the Company are givenbelow:

(Amount in Lakhs except EPS)
PARTICULARS Year ended 31st March 2020 Year ended 31st March 2019
Total Income 2986.17 2322.98
Total Expenditure 2839.76 2263.15
Profit/(Loss) before Exceptional & Extraordinary Items & Tax 146.41 59.83
Exceptional Items 0.00 0.00
Extraordinary Items 0.00 0.00
Profit/(Loss) before tax 146.41 59.83
Provision for Tax
- Current Tax 24.88 11.51
- Deferred Tax 0.00 0.00
- Earlier year Tax 0.81 0.09
Profit/Loss after tax 120.72 48.23
Other comprehensive Income ( Net of Tax) 2.62 0.00
Total Comprehensive Income 123.34 48.23
Paid up Equity Share Capital 1627.38 1627.38
Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) 0.74 0.30

1.2 OPERATIONALAND STATE OF COMPANY'S AFFAIR

During the financial year your company has achieved total turnover of Rs.2986.17 Lacsin comparison to previous year's turnover of Rs. 2322.98 Lacs and earned net profit of Rs.120.72 lacs in comparison to previous year's net profit of Rs. 48.23 lacs.

Further Plastic division of the Company was not carrying on any business activitiesduring the last nine quarters since second quarter of July of the year 2017 consequentlythere were minimum bearing expenses against zero income and the division was running intoloss hence the Board decided to close the unit in their meeting held on 14th February2020.

1.3FUTURE OUTLOOK

The Company is major producer and trader of Ferrous Sulphate and Calcium (Salt) whichare the main supplements of Ferrous Sulphate and Folic acid Tablets (IP) and needed byevery expectant mother and during lactation period and calcium & Vit D3 Tablets whichhelps in strengthening the bones. Further looking into the increasing demands in Covid 19pandemic for daily basic consumables such as respirator masks gowns visors and swabsCompany started manufacturing of masks.

Looking into the future prospects your company shall continue to grow its businesswith leading pharmaceutical Central Public Sector Enterprises Bengal Chemicals andPharmaceuticals Limited for providing C&F facility and HLL Lifecare Limited forproviding job work facility. Company has also applied for ISIN mark. Further Company isalso planning to add on more drug such as Fenbanda and Nifedipine in their manufacturingbasket

1.4 CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company.

1.5 SHARE CAPITAL

The Paid-Up Equity Share Capital as at 31st March 2020 stood at Rs. 162738000/-.During the year under review the company has not issued shares with differential votingrights nor has granted any stock option or sweat equity shares.

As on 31st March 2020 none of the Directors of the company hold instrumentsconvertible into equity shares of the Company.

1.6 IMPACT ON BUSINESS OPERATIONS OF YOUR COMPANY ON ACCOUNT OF COVID-19 PANDEMIC

Global disruption caused by CoVID-19 combined with a total nationwide lockdown hasresulted in significant economic contraction in India. However Pharmaceuticals sector hasseen relatively lesser disruption being part of essential items. Hence all ourmanufacturing units were working and strictly following the guidelines issued by theCentral and State Governments. Although there were certain challenges which impacted thebusiness being softer than normal such as Lack of availability of Raw Materialtransportation of Raw Material and Finished Goods. Further Being a part of essentialservices sector the Company continued their business & operations with the aboveconstraints.

2. EXTRACTOFANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure - A and forms anintegral part of this Report and is also available on the website of the Company i.e.www.biofilgroup.net.

3. NUMBEROF MEETINGS OF THE BOARD ITS COMMITTEES & AGM

The details of the number of meetings of the Board and its committee held during theFinancial Year 2019-20 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for financial year 2018-19 was held on 26th September2019.

4. DIVIDEND

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.

6. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

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 has not received anyunsecured loan from directors during the financial year.

7. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES COMPANIES

During the financial year ended on 31st March 2020 the Company did not have anysubsidiary joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In Compliance with Regulation 17(1)(c) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('the ListingRegulations') and on recommendation of Nomination and Remuneration Committee of theCompany the Board of Directors in their Meeting held on 25th August 2020 Mr. Ashok KumarRamawat (DIN: 08818263) was appointed as an Additional as well as Independent director ofthe Company w.e.f. 25th August 2020 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 Shri Ketan Shah (DIN: 08818212) was appointed as additional director as wellas Whole Time Director of the company for period of 3 years with effect from 25th August2020 to 24th August 2023 in Board of Directors meeting held on 25th August 2020 subjectto approval of members in ensuing Annual General Meeting. The Company has received noticein writing from member proposing his candidature for continuance as a director as well asWhole Time Director.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Romil Shah (DIN:00326110) Non Executive Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment for the considerationof the Members of the Company at the ensuing Annual General Meeting.

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. Shri Ramesh Shah Managing Director

2. Shri Ketan Shah Whole time Director w.e.f. 25th August 2020

3. Ms. Shikha Khilwani Company Secretary and Compliance Officer

4. Shri 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 of the director is disqualifiedfor holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyas required under Section 149(7) of the Companies Act 2013 confirming that they fulfilthe criteria of independence as prescribed under subsection (6) of Section 149 of theCompanies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI ListingRegulations').

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 havebeen followed and there are no material departures in adoption of these standards;

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 the 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:http://www.biofilgroup.net/Appointment%20letter%20Independent%20Director/Familiarization%20programme%20to%20Independent%20Directors.pdf

12. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 21st February 2020. The Meetingwas conducted in an informal manner without the presence of the Chairman the Whole TimeDirector the Non-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 Smt. Shaila Jain (Chairperson) ShriSubhash Chandra Swarnkar and Shri Ashok Kumar Ramawat. However Shri Romil Shah removedfrom the membership of the committee by the Board w.e.f. 25th August 2020 and theCommittee was reconstituted on 25th August 2020 and Shri Ashok Kumar Ramawat included asMember of the Committee. The recommendations of the Audit Committee were duly approved andaccepted by the Board during 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. STATEMENTINDICATING THE MANNERINWHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHEBOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES

The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

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 the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the Nomination and Remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria 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. The Directors were satisfied with the evaluationresults which reflected the overall engagement of the Individual Directors the Board asa whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

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.

15. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S186

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/Policy%20for%20Related%20party%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 were in Ordinary Course of theBusiness 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 in Form AOC-2is set out as Annexure B and form part 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

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

(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 :
Particulars 2020 2019
Foreign Exchange Earnings: NIL NIL
Foreign Exchange Outgo: NIL NIL

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

Your Company's Financial Statements are prepared on the basis of the SignificantAccounting Policies that are carefully selected by Management and approved by the AuditCommittee and the Board. These Accounting policies are reviewed and updated from time totime. Your Company has in place adequate Internal Financial Controls with reference to theFinancial Statements commensurate with the size scale and complexity of its operations.

Such controls have been assessed during the year under review taking into considerationthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by The Institute of CharteredAccountants of India. Based on the results of such assessments carried out by Managementno reportable material weakness or significant deficiencies in the design or operation ofInternal Financial Controls was observed.

The Audit Committee of the Board of Directors and statutory auditors are periodicallyappraised of the internal audit findings and corrective actions taken. Audit plays a keyrole in providing assurance to the Board of director. Significant audit observations andcorrective actions taken by the management are presented to the Audit Committee of theBoard. Also the report of statutory auditors on the internal financial control system ispart of the Audit Report of the Company. However your Company recognizes that InternalFinancial Controls cannot provide absolute assurance of achieving financial operationaland compliance reporting objectives because of its inherent limitations. Accordinglyregular audits and review processes ensure that such systems are reinforced on an ongoingbasis.

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. 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 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. The Nomination and Remuneration Policy of thecompany is available on the website of the Company at http://www.biofilgroup.net/Policies/Policy%20for%20the%20%20Nomination%20&%20Remuneration.pdf

The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended up to date is annexed as Annexure-C and forms an integral part of thisReport.

None of the employee of the company is drawing more than Rs. 10200000/- per annum orRs. 850000/- per month for the part of the year during the year under review.Therefore 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 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 DISCUSSIONANALYSIS:

As per Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligationsand Disclosure 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 ESTABLISHMENTOFAVIGILMECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/Whistle Blower Policy to provide aframeworkfor 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.

23. SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTSORTRIBUNALSIMPACTINGTHE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

24. SECRETARIALAUDIT

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 & Company Practicing Company Secretary Indore to conductSecretarial Audit of the company for the year ended March 31 2020. The Secretarial Auditreport given by Secretarial Auditor is annexed as ANNEXURE-D and forms an integralpart of this Report.

EXPLANATION TO SECRETARIALAUDITOR'S REMARKS

With respect to the observations of the Secretarial Auditor the Board replieshereunder:-

• Due to technical issue Annual Report with Notice of AGM submitted to StockExchanges after commencement of dispatch to its shareholders. However same has beensubmitted by the Company to the Exchanges before 21 days from the date of Annual GeneralMeeting.

25. STATUTORY AUDITORS

M/s Maheshwari & Gupta Chartered Accountants Indore (ICAI Firm Registration No.006179C) were appointed as Statutory Auditors of your Company in the 32ndAnnualGeneral Meeting held on 25th September 2017 for a term of five consecutive years.Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May 2018amending

Section 139 of the Companies Act 2013 the mandatory requirement for ratification ofappointment of Auditors by the Members at every AGM has been omitted and hence yourCompany has not proposed ratification of appointment of M/s Maheshwari & GuptaChartered 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.

26. COST AUDIT

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 2019-20.

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 financial year ended 31stMarch 2020 and same has been filed with both the stock exchanges in prescribed time.

28. INTERNALAUDITOR

The Board has appointed M/s Sethiya Khandelwal & Company Chartered AccountantsIndore as Internal Auditor of the company and takes his suggestions and recommendationsto improve and strengthen the internal control systems. His scope of work includes reviewof operational efficiency effectiveness of systems & processes compliances andassessing 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.

29. 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: http://www.biofilgroup.net/Policies/Code%20of%20Conduct%20of%20BCPL.pdf.

All Board members and senior management personnel have confirmed compliance with theCode. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.

30. MD/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2020 and same was reviewed by theBoard of Directors and is annexed to the Corporate Governance Report.

31. CODEFORPROHIBITIONOFINSIDERTRADINGPRACTICES:

On December 31 2018 Securities and Exchange Board of India amended the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 prescribingvarious new requirements with effect from April 1 2019. In line with the amendments theCompany has adopted an amended Code of Conduct to regulate monitor and report trading byDesignated Persons and their Immediate Relatives & Connected Persons under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.

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

Your Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the enterprise. The Board of Directors havedeveloped & implemented Risk Management Policy for the Company which provides foridentification assessment and control of risks which in the opinion of the Board maythreaten the existence of the Company. The Management identifies and controls risksthrough a properly defined framework in terms of the aforesaid policy.

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

Global disruption caused by CoVID-19 combined with a total nationwide lockdown hasresulted in significant economic contraction in India. However Pharmaceuticals sector hasseen relatively lesser disruption being part of essential items. Hence all ourmanufacturing units were working and strictly following the guidelines issued by theCentral and State Governments. Although there were certain challenges which impacted thebusiness being softer than normal such as Lack of availability of Raw Materialtransportation of Raw Material and Finished Goods. Further being a part of essentialservices sector the Company continued their business & operations with the aboveconstraints.

Apart from this there is 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

34. ENVIRONMENTANDSAFETY

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.

35. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONS REDRESSAL) ACT2013

The Company has in place Sexual Harassment Policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.An Internal Complaints Committee (ICC) has been set up to redress the Complaint receivedregarding sexual harassment.

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this Policy. There was no case of sexual harassment reportedduring the year under review.

36. LISTING OF SHARES

Company's shares listed on BSE Limited & National Stock Exchange of India Ltd. Thecompany has paid annual listing fee for financial year 2020-2021 to both the StockExchanges.

37. INSURANCE

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.

38. BUSINESSRESPONSIBILITYREPORT

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 31 2020.

39. 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.

40. DEPOSITORYSYSTEM

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. The Company has paid the annual custodian fee to both the depositories for thefinancial year 2020-21.

41. INDUSTRIAL RELATIONS

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

42. ACKNOWLEDGMENT

The Board of Directors wish to place on record its sincere appreciation for the supportand co-operation received from all its stakeholders including customers promotersshareholders bankers and suppliers various departments/ agencies of State and CentralGovernment and business associates of the Company.

Your Board recognizes and appreciates the contribution made by all employees at alllevels that ensures sustained performance.