Directors Report of Bacil Pharma Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting Thirty Sixth Annual Report together with the Audited Accounts of the Company for the year ended 31^st March 2024.

Financial Highlights:

(Amt. in Lakhs)
Particulars	2023-2024	2022-2023
Profit/(Loss)for the year before providing Depreciation	(5.70)	(9.92)
Less: Depreciation	0.20	0.27
Profit/(Loss) after providing Depreciation and Before Tax	(5.90)	(10.19)
Current Tax	-	-
Deferred Tax	0.01	0.00
Profit/(Loss) from ordinary activities after Tax	(5.91)	(10.19)
Comprehensive Income	23.36	(3.12)
Tax relating to such income	(6.07)	0.81
Reclassification of Loss on Asset held for sale	-	-
Profit/(Loss) for the Period	11.38	(12.50)

Dividend:

In view of accumulated losses, your Directors did not recommend any dividend for its equity shareholders.

State of Company''s Affairs and Future Outlook:

During the period under consideration, the Company, in spite of all the efforts could not commence any business activities.

The Board hopeful for better performance of the Company in the coming years and the management is also considering for diversification of business activities. However in order to generate revenue to afford part of fixed expenses of the company, the management has decided to utilize the surplus funds and deployed the same as temporary loans and advances.

Changes in the nature of business of the Company:

During the Financial Year under review, there was no change in the nature of business of the Company.

Deposits:i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

Transfers to Reserves:

In view of accumulated losses the Company was not required to transfer any amount to the Reserves.

Details of Subsidiary/Joint Venture/Associates Company:

Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/ Joint Venture and Associate Companies.

Share Capital:

The paid up equity capital as on March 31, 2024 was Rs. 5,89,00,000/- The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the Financial Year ended March 31, 2024 is available on the website of the Company.

Number of Board Meetings:

During the Financial Year 2023-24, Six Meetings of the Board of Directors of the company 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
1	16L" May, 2023	4	4
2	14m August, 2023	4	4
3	19l" August, 2023	4	4
4	14l" September, 2023	4	4
5	10m November, 2023	4	4
6	13l" February, 2024	4	4

Independent Directors Meeting:

During the year under review, Independent Directors met on 13^th February 2024, inter-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 the views of the Executive and Non-Executive Directors.

? Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

Particulars of Loan, Guarantees and Investments under Section 186:

Complete details of Loan, Guarantee/Security/ Investments covered under section 186 of The Companies Act, 2013 as attached in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties:

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

All contracts/ arrangements/ transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm''s length basis.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are given in Form AOC-2, provided as ''Annexure - A'' to this Report

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

There are no material changes affecting the financial position or the current affairs of the Company occurred since the end of the financial year and up to the date of this report.

Conservation of Energy. Technology. Absorption. Foreign Exchange Earnings and Out go:

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and the foreign exchange earnings and outgo are NIL.

Internal Control System:

The Company has proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

Details of Directors and Key Managerial Personnel:
Sr	Name and Address	Designation	Date of Appointment	DIN
1.	Mr. Prakash Shah	Director	09/08/1990	01136800
2.	Mrs. Suman Shah (Resigned on 31.03.2024)	Director	29/09/2022	07303755
3.	Mr. Shirish Suryakant Shetye	Independent Director	25/03/2003	00148086
4.	Mr. Lalit Jain	Independent Director	24/02/2012	07619530
5.	Mr. Jayesh Ramchandra Patil	CFO	31/03/2015	ATPPP3597F
6.	Ms. Bhanvana Tak	Company Secretary & Compliance Officer	14/09/2023	ANYPT1155E
7.	Mr. Ganpat Salekar	Manager	16/09/2023	BNOPS1856A
8.	Mr. Manmohan Singh Ghildyal (Vacate w.e.f. 16/09/2023)	Manager	10/06/2002	AFVPG9931N

The Company has received Declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Regulations of the SEBI (LODR), Regulations, 2015.

Mr. Manmohan Ghildyal ceased his office from the position of Manager and Mr. Ganpat Dhondu Salekar was appointed as the Manager in lieu of him in the Annual General Meeting held on 16^th September, 2023.

Board Evaluation:

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Particulars relating to Remuneration of Employees:

None of the Directors receive any remuneration nor receive any sitting fees. During the Financial Year the percentage increase in remuneration of Directors and Key Managerial Personnel is as follows:

Name of the Director	Designation	Percentage Increase/decrease in the Remuneration
Mr. Jayesh Ramchandra Patil	CFO	NIL
Mr. Ganpat Dhondu Salekar	Manager	52%
Ms. Bhavana Tak	Company Secretary	NIL

As on 31^st March 2024, there were a total of 3 employees on the pay roll of the Company.

It is affirmed that the remuneration is as per the remuneration policy of the company.

Audit Committee:

In compliance with section 177 of the Act & regulation 18 of SEBI (LODR) regulations, 2015 the Board has constituted "Audit Committee as:

Name of Director	Designation
Mr. Shirish S. Shetye	Chairman (Independent Director)
Mr. Lalit Jain	Member (Non-executive Director)
Mrs. Suman Shah	Member (Non-executive Director)

The Members of Audit Committee meet four (4) Times during the year i.e
	16.05.2023	14.08.2023	10.11.2023	13.02.2024

Nomination & Remuneration Committee & Policy:

In compliance with section 178 of the Act & regulation 19 of SEBI (LODR) regulations, 2015 the Board has constituted "Nomination and Remuneration Committee as:

Name of Director	Designation
Mr. Shirish S.Shetye	Chairman (Independent Director)
Mr. Lalit Jain	Member (Non-executive Director)
Mrs. Suman Shah	Member (Non-executive Director)

During the year 2023-2024 the Nomination & Remuneration Committee had one meeting on 14^th August, 2023.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Stakeholders Relationship Committee:

In compliance with regulation 20 of SEBI (LODR) regulations, 2015 the Board has constituted as "Stakeholders Relationship Committee":

Name of Director	Designation
Mr. Shirish S.Shetye	Chairman
	(Independent Director)
Mr. Lalit Jain	Member
	(Non-executive Director)
Mrs. Suman Shah	Member
	(Non-executive Director)

During the year ended 31st March, 2024 Stakeholder Relationship Committee had four meetings.

16.05.2023

14.08.2023

10.11.2023

13.02.2024

The Company during the year had not received any complaint and there were no pending complaint as on March 31, 2024.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided "Annexure B" and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during F.Y. 2023-24.

Transfer of amounts of unpaid dividend to invest or education and protection fund:

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31^st March, 2024.

Disclosure on Establishment of a Vigil Mechanism:

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances.

Corporate Social Responsibility Initiatives:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employee have confirmed compliance with the Code.

Significant and material orders passed by the regulators or courts:

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

Risk management policy:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company''s policy, safeguarding of its assets, Prevention detection fraud and error etc.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting in Auditors Report as per Second proviso of Section 143 (12) of the Companies Act, 2013:

No Fraud reported/observed in Audit Report during the financial year 2023-24. AUDITORS:

Statutory Auditors:

The auditors M/s. Laxmikant Kabra & Co. LLP, Chartered Accountants, having registration No. 117183W were re-appointed on 29^th September, 2023 as the Statutory Auditors of the Company for term of five consecutive years in accordance with the provisions of the Companies Act, 2013, in the 35th Annual General Meeting of the Company held in 2021-22 till the conclusion of 40^th Annual General Meeting of the Company held in 2026-2027.

Auditors Report:

The Report of M/s Laxmikant Kabra & Co. LLP for the financial year 2023-2024 do not contain any qualifications, observations or comments on the Financial transactions or matters which have any adverse effect on the functioning of the Company, however following observation made by the Auditor.

Key Audit Matter	How the matter was addressed in our Audit
The company has given unsecured loans and advances to various parties which is not the main object / core business activity of the company.	We have verified whether the same is recognized on the fair value and interest income is recognized on accrual basis. However, if the interest is not recoverable then management does not recognise the same.

Emphasis of Matter:

Recoverability of the balances of loans and advances given to various parties are yet to be determined by the management. These loans and advances are subject to confirmation by management.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Pooja Gandhi & Co., Practicing Company Secretaries, Mumbai, in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure C and forms part of this Report.

The Secretarial Auditors have in their report observed as follows:

1. Non-Compliance with regulation 31 regarding the entire promoter shareholding to be in dematerialized form and less than 50% public holding is in dematerialized form.

Remarks on Observation of Secretarial Auditor:

1. The Company is regularly pursuing promoters, promoter groups and other shareholders whose shares are in physical mode for the compliance with the SEBI order directly and/or through the Company''s Share Transfer agent for getting their respective shares dematerialized.

Cost Auditors:

Requirements for Appointment of Cost Auditors are not applicable to the company.

Stock Exchange:

The Company''s equity shares are listed at BSE Limited vide scrip code 524516 and the Annual Listing Fees for the year 2023-2024 has been paid.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

Directors Responsibility Statement:

In accordance with the provisions of Section134 (5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied the manmade judgments and estimates that are real prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions

of all applicable laws and that such systems were adequate and operating

effectively.

f) The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

g) The Directors have devised proper systems to ensure compliance with the provisions

of all applicable laws and that such systems were adequate and operating

effectively.

Acknowledgment:

The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support.

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Annual Report along with the audited statement of accounts for the year ended March 31,2014.

FINANCIAL HIGHLIGHTS & PERFORMANCE

Due to stringent norms for export of agricultural produce, the Gross turnover including other receipts during the year was Rs. 5,81,822/- as compared to Rs. 1,07,45,507/- in the previous year. The company incurred a net loss of Rs. 10,90,871/- for the year as compared to net loss of Rs. 2,14,603/- in the previous year.

The Company was unable to procure any Export Order of Agro Products and no shipment was exported during the year under review.

No activities were carried out at the plant of the company and the expenses pertaining to the said facility were included under the head project pre-operative expenses pending allocation, as per past practice.

The Directors have also considered the sale/dispose off the Industrial Undertaking of the Company consisting of plots of Industrial Land including factory Building and Plant & Machinery situated at MIDC, Lote Parshuram, Dist. Ratnagiri, and suitable steps will be taken in this regard.

CORPORATE GOVERNANCE

Your Company has ever been an ardent practitioner of the core values of corporate governance. A separate report on Corporate Governance is attached herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed;

2) Appropriate accounting policies as mentioned in Note No. 1 have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss for the year ended on that date;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Shirish Shetye, Director retire by rotation and being eligible offer himself for reappointment. The Board proposes to re-appoint Mr. Shirish Shetye as Non-executive Independent Director for period of five years.

Mr. Shirish Shetye is Practicing Company Secretary and has vast experience in company matters. The Board recommends his appointment.

Mr. Lalit Jain B.Com, LL.B. has vast business experience and the Company will be benefited with his knowledge and experience. The Board recommends his appointment.

The Board also proposes to appoint Mr. Lalit Jain as Non-executive Independent Director for a period of five years.

LISTING AGREEMENT

The Shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE), Ahmedabad Stock Exchange Ltd. (ASE) and The Delhi Stock Exchange Association Ltd. (DSE) and have paid Annual Listing Fees for the year 2014-2015 to BSE. The Company has initiated the process of voluntarily delisting of its securities from ASE and DSE.

PERSONNEL

No employee is receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company has not commenced any manufacturing activity, information about Conservation of energy and technology absorption is not applicable.

The Company has no foreign exchange earning and outgo during the year under review.

AUDITORS

M/s. A. W. Ketkar & Co., Chartered Accountants, Auditors of the Company retires on conclusion of the ensuing Annual General Meeting. They are eligible for reappointment and members are requested to appoint the auditors.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the valuable Co-operation and support extended by Employees, Registrars and other agencies. We are also grateful to all the Shareholders for reposing their confidence in the Company.

By Order of the Board of Directors

Place : Mumbai PRAKASH SHAH SHIRISH SHETYE Dated : August 28, 2014 Director Director

---

Mar 31, 2010

The Directors have pleasure In submitting the Annual Report along with the audited statement of accounts for the year ended Match 31, 2010.

FINANCIAL HIGHLIGHTS

The Company was unable to procure any Export Order of Agro Products and no allotment was exported during the yea under review.

The Income from operation during the year was Rs. 1.28,000/- as compared to Rs. 16.21,994/- In the previous year. Due to loss for the current year, your Directors are unable to recommend any dividend.

No activities were carried out at the plant of the company and the expenses pertaining to the said facility were Included under the head project pre-operative expenses pending allocation, as per post practice.

CORPORATE GOVERNANCE

Your Company has ever been an ardent practitioner of the core values of corporate governance. A separate report on Corporate Governance is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act. 1956 the Directors confirm that:

1] In the preparation of the annual accounts, the applicable accounting standards had been followed;

2) Appropriate accounting policies as mentioned In Schedule No. 12 have been selected and applied consistently and hove mode judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the loss for the year ended on that date;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

4) The annual accounts have been prepared on a going concern basis. DIRECTORS

Dr. L. L. Hingoranl, Director retire by rotation and being eligible offer himself for reappointment.

LISTING AGREEMENT

The Shares of the Company ore listed on Bombay Stock Exchange Ltd. (BSE), Ahmedabad Stock Exchange Ltd. (ASE) and The Delhi Stock Exchange Association Ltd. (DSE) and have paid Annual Listing Fees for the year 2010-2011 to BSE. The Company has Initiated the process of voluntarily delisting of Its securities from ASE and DSE.

PERSONNEL

No employee is receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company has not commenced any manufacturing activity, Information about Conservation of energy and technology absorption Is not applicable.

The Company has no foreign exchange earning and outgo during the year under review.

AUDITORS

M/s. A. W. Ketkar & Co., Chartered Accountants, Auditors of the Company retires on conclusion of the ensuing Annual General Meeting. They are eligible lor reappointment and members are requested to appoint the auditors.

ACKNOWLEDGEMENT

The Board wishes to place on record Its appreciation for the valuable Co operation and support extended by Employees, Registrars and other agencies. We are also grateful to all the Shareholders for reposing their confidence In the Company.

By Order of the Board of Directors

Place: Mumbai PRAKASH SHAH SHIRISH SHETYE

Dated: May 31,2010 Director Director