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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Biofil Chemicals & Pharmaceuticals Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report on the business and operations of the Company, together with the Audited Financial Statement of your company for the year ended 31^st March, 2024.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS:

The financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Company''s performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:

			(Amount in Lacs except EPS)
Particulars	Year ended 31^sMarch 2024			t	Year ended 31^stMarch 2023
Total Income	4052.50				â 3013.22
Total Expenditure	3965.97				2933.92
Profit/(Loss) before tax	86	.53			79.30
Provision for Tax Current Tax Deferred Tax Adjustment of tax relating to earlier periods	24.00 (8.79) 0.40				23.00 1.14 _(0.88)
Profit/(Loss) after tax	70	.92			_56.04
Other comprehensive Income ( Net of Tax)	19.21				(9.66)
Total Comprehensive Income	90.13				46.38
Paid up Equity Share Capital	1627.38				1627.38
Earning per share (INR 10/- each) Basic & Diluted (in INR)	0.44				0.34

During the financial year 2023-24, Company has achieved total income of INR 4052.50 Lacs as against INR 3013.22 Lacs in previous year and earned net profit after tax before comprehensive income of INR 70.92 Lacs as against INR 56.04 Lacs in previous year.

1.2 OPERATIONS AND PERFORMANCE:

The Company had previously entered into a tri-party agreement with Cyano Pharma Private Limited (CPPL) and HLL Lifecare Limited (formerly Hindustan Latex Limited) to provide job work facilities to HLL Lifecare Limited. As part of this agreement, Company and CPPL engaged in the sale and purchase of raw materials and finished goods, as well as providing job work facilities. However, over the past two years, Company has experienced profitability setbacks due to HLL''s inadequate response to operational challenges, resulting in a significant decline in overall sales. HLL management''s failure to address these issues promptly has further exacerbated the situation, adversely impacting Company''s sales performance.

In view of the above Board of the Directors strategically decided to consolidate operations into one location rather than pursue uncertain bank financing. They proposed selling, transferring, or disposing of their Sanwer Road facility in Indore at consideration of INR 412 Lacs. This decision aims to optimize resources, mitigate financial risks, and enhance operational efficiency while ensuring regulatory compliance without extensive borrowing.

2. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft annual return as on 31^st March, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the web link

https://www.biofilgroup.net/pdf/2024/MGT-7MGT-9/Form MGT 7 BCPL Draft Website%202024.pdf

3. NUMBER OF BOARD MEETINGS, COMMITTEE MEETINGS AND ANNUAL GENERAL MEETING/POSTALBALLOT: â "

The Board met 4 (Four) times during the FY 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the meeting of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee (âSRCâ) held during the year are given in the Corporate Governance Report.

Further, 38^th Annual General Meeting of the Company for financial year 2022-23 was held on 27^th September, 2023.

During the financial year Company has passed special resolution through postal ballot on 15th March, 2024 under section 180 (1) (a) of the Companies Act, 2013 for approval of disposal of undertaking situated at 11/12, Sector ''E'', Sanwer Road Industrial Area, Indore - 452015 Madhya Pradesh on consideration not less than INR 400 Lacs.

4. DIVIDEND:

To conserve resources and plough back profits, your Directors have not recommended any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2023-24 appearing in the Statement of Profit and Loss. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31^st March, 2024.

6. DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Not applicable since Company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2023-24.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31^st March, 2024, the Company did not have any subsidiary, joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

â¢ Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Romil Shah (DIN: 00326110) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

â¢ Change in Directors

During the year under review, on recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mrs. Gayatri Padiyar (DIN: 10260173), as Additional Director in the category of NonExecutive women Independent Director of the Company for a period of five year with effect from 14^th August, 2023. The same has been approved by members in 38^th Annual General Meeting held on 27^th September,

2023.

Further, second and final term of Mrs. Shaila Jain (DIN: 00326130) has been completed from the close of business hours on 31^st March, 2024, consequently she ceased/retired from Directorship of the Company as well as from all the Committees positions. Your Board places on record her deep appreciation of the valuable contribution made by her during her tenure as an Independent Director of the Company.

â¢ Key Managerial Personnel

As on 31^st March, 2024, the following have been designated as the Key Managerial Personnel of the Company within the meaning of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

a. Mr. Ramesh Shah (DIN: 00028819), Chairman & Managing Director; "

b. Mr. Ketan Shah (DIN: 08818212), Whole-time Director; """

c. Mr. Pavan Singh Rajput, Chief Financial Officer and

d. Ms. Shweta Verma, Company Secretary and Compliance Officer

â¢ Change in Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

However during the current financial year 2024-25, Ms. Shweta Verma has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 3^rd July,

2024.

â¢ Disqualifications of directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board apprised the same and found that none of the director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTOR:

provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that year;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and operating effectively; "

vi) 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.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

11. FAMILIRIZATION PROGRAMMES IMAPRTED TO INDEPENDENT DIRCTORS

You Company has familiarized the Independent Directors, with regard to their roles, responsibilities, nature of the industry in which your company operates, the business model of your Company etc. The

Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at:

https://www.biofilgroup.net/Appointment%20letter%20Independent%20Director/2.%20Familarization%2 0Programme%2 0of%2 0Independent%20Director%2 02024.pdf

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on 6^th February, 2024. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive NonIndependent 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 good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. _

The details of Committees of the Board are given below:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Members at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

14.STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the performance evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties. ¹

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, the Board has appointed Mrs. Gayatri Padiyar (DIN: 10260173) as an Independent Director in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 as amended up to the date. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

15. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year, the Company has not provided any loans and guarantees or made investments pursuant to Section 186 of the Companies Act, 2013.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at https://www.biofilgroup.net/Policies/related%20partv%20policy%20(1).pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. â~

All Related Party Transactions entered during the year 2023-24 were in Ordinary Course of the Business and at Arm''s Length basis. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) Companies (Accounts) Rules, 2014 and the Material Related Party Transactions, i.e. transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower; which were entered during the year by your company have been reported in Form AOC-2 is set out as ANNEXURE-A and form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report & Annual Accounts 2023-24.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, wherever 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 development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) Company has not incurred any expenditure on Research and Development during the year under review: The Company has not incurred any expenditure on Research and Development during the year under review.

During the year, there was neither inflow nor outflow of foreign exchange.

18.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically. The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

20. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, your Company has a well-structured Nomination and Remuneration Policy in place which laid down the criteria for determining qualifications, competencies, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

Details on the Remuneration Policy are available on the Company''s website at web-link

https://www.biofilgroup.net/Policies/Policy%20for%20the%20%20Nomination%20&%20Remuneration.p

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

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

During the year under review, none of the employee of the Company is drawing remuneration more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company or-email at bcplcompliance@gmail.com

Further, Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under Section 197(14) of Companies Act, 2013 is not applicable.

21.DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As per the requirement of Section 177(9) & (10) of the Companies Act, 2013 and Schedule V of SEBI Listing Regulations, the Company has established a âWhistle Blower Policyâ for directors and employ ees to enable the directors, employees and all stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics and to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. Further, no person has been denied direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is disclosed on the website of the Company at https://www.biofilgroup.net/Policies/Vigil%20Mechanism%20Policy%20BCPL122.pdf

22.SECRETARIAL AUDIT:

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 Directors had appointed L. N. Joshi & Company, Practicing Company Secretaries, Indore to conduct the Secretarial Audit of the Company for year ended March 31, 2024. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of this Report.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:

Secretarial Auditor Observations

Management comments

During the year under review, an Advisory letter has been received by company from NSE for noncompliance with requirements of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for not having a functional website i.e. www.biofilaroup.net. Further Company has not updated the content of the website within two working days from the date of the change in content.

During the year, technical glitches and system failures caused the website to malfunction at some time. The Company has addressed the issues raised by the exchange and made the necessary changes to ensure the website operates more efficiently.

Additionally, upon receiving an advisory letter from the NSE, we promptly updated the website''s contents.

23.ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars /Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2023-24 has submitted to the stock exchange within prescribed time.

24.STATUTORY AUDITOR:

Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No. 006179C) were reappointed as the Statutory Auditors of your company in the 37^th Annual General Meeting (AGM) of the Company held on 30^th September, 2022 for another term of 5 consecutive years, from the conclusion of 37 ^th

Annual General Meeting up to the conclusion of 42^nd Annual General Meeting to be held in the calendar year 2027.

EXPLANATION TO AUDITOR''S REMARKS:

The Auditors in their report have referred to the notes forming part of the Accounts which are selfexplanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to be reported by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

25.INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, your Company has appointed Sethiya Khandelwal & Company, Chartered Accountants Indore, as the Internal Auditor of the Company and takes their suggestions and recommendations to improve and strengthen the internal control system. Their scope of work includes review of operational efficiency, effectiveness of system & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and systems.

26. COST AUDITOR:

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such records are required to be maintained.

27. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Chartered Accountants confirming compliance forms an integral part of this Report.

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which also forms part of this Annual Report.

28. MD/CFO CERTIFICATION:

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

29. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct (âthe Codeâ) for all Board members and senior management personnel of your Company. This Code has been posted on the 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 this Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

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

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the organization. The Board of Directors have developed & implemented Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

31. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the company which has been occurred between the end of the financial year i.e., March 31, 2024 and the date of signing of this Board''s Report except company has entered into agreement with Cyano Pharma Private Limited dated 13^th August, 2024 for sell, transfer or otherwise dispose the whole of the undertaking of the Company situated at 11/12, Sector ''E'', Sanwer Road Industrial Area, Indore - 452015 Madhya Pradesh including Leasehold land right, plant & machineries, furniture, fixtures, scraps, structure, tools, manufacturing equipments and other assets subject to approval of the members of the Company. As of the date of the Signing Board Report, there is no impact on the financial position of the company from the agreement for the sale of the undertaking.

32. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. ,

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013: _

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

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no case of sexual harassment reported during the year under review.

34. LISTING OF SHARES:

Presently, Company''s shares listed on BSE Limited and National Stock Exchange of India Limited. The company has paid annual listing fee for financial year 2024-2025 to both the Stock Exchanges (BSE Limited and National Stock Exchange of India Limited).

35.INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

36. COMPLIANCE OF SECRETARIAL STANDARD:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

37. DEPOSITORY SYSTEM:

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

38.INDUSTRIAL RELATIONS

Company''s Industrial relations continued to be healthy, cordial and harmonious during the Year under review. Your Directors record their appreciation for all the efforts, support and co-operation of all employees extended from time to time.

39.OTHER DISCLOSURES:

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

> Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

> As on 31^st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 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 applicable to your Company for the financial year ending March 31, 2024.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board report of the Company during the year under review.

40.ACKNOWLEDGMENT AND APPRECIATION:

The Board desires to place on record its grateful appreciation for continued co-operation received from the banks, financial institutions, government, customers, shareholders and other stakeholders during the year under review. Your Directors also wish to place on record their appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the employees, investors, stakeholders, Banks and other regulatory authorities.

Mar 31, 2023

Your Directors are pleased to present the 38th Annual Report on the business and operations of the Company, together with the Audited Financial Statement of your company for the year ended 31st March, 2023.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE :

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended March 31, 2023,have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Company''s performance during the financial year ended March 31, 2023 as compared to the previous financial year is summarized below:

PARTICULARS	Year ended 31st March 2023	Year ended 31st March 2022
Total Income	3013.22	2253.26
Total Expenditure	2933.92	2151.77
Profit/(loss) before exceptional items and tax	79.30	101.49
Exceptional Item	0	0
Profit/(Loss) before tax	79.30	101.49
Provision for Tax
Current Tax	23.00	27.10
Deferred Tax	1.14	4.02
Adjustment of tax relating to earlier periods	(0.88)	0.53
Profit/(Loss) after tax	56.04	69.84
Other comprehensive Income ( Net of Tax)	(9.66)	1.01
Total Comprehensive Income	46.38	70.85
Paid up Equity Share Capital	1627.38	1627.38
Earning per share (Rs.10/- each)
Basic & Diluted (in Rs.)	0.34	0.44

During the financial year 2022-23, Company has achieved total income of Rs. 3013.22 Lacs as against Rs. 2253.26 Lacs in previous year and earned net profit after tax before comprehensive income of Rs. 56.04 Lacs as against Rs. 69.84 Lacs in previous year.

1.2 OPERATIONS AND PERFORMANCE:

Company is major manufacturer and Traders of Ferrous Sulphate in its Crystal, Exsiccated & Granular form, Microcrystalline Cellulose Powder (MCCP), Cellulose Powder (CP). For expansion of business the Company has received clearance via EC identification Number EC 22B058MP119299 letter from State Environment Impact assessment Authority (SEIAA), Madhya Pradesh for Manufacturing of

1. Steriod and Harmones upto the production limit of 90 tons

2. API/ Intermediates upto the limit of 1800 tons

Beside this, SEIAA Madhya Pradesh also granted the approval to the Company to enhance the production limit of existing drug such as Diclofanec sodium, Aceclofenac, Mefemanic Acid, Fenbendazole along with Intemediates that belongs to Chemical Group such as 4- Nitro Benzyl Chloride, 3- Nitro Benzyl Chloride, Paranitrobenzyl Alcohol etc, manufactured by the company.

New Machineries & Equipments are installed in the Company. Also required alterations are almost completed, and we have already started manufacturing Steroids namely Dexamethasone IP, Dexamethasone Sodium Phosphate and Betamethas one Sodium Phosphate. Almost 150 Kg of Dexamethasone Sodium Phosphate is produced and other steroids are pipeline for productions namely Betamethasone and Fluorometholone. After producing these items we hope that the turnover & profit shall increase in the coming year.

2. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft annual return as on 31st March, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the web link http://www.biofilaroup.net/stock-exchanae/MGT-7 Website.pdf

3. DIVIDEND:

To conserve resources and plough back profits, your Directors have not recommended any dividend for the year under review.

4. AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2022-23 appearing in the Statement of Profit and Loss Account. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31st March, 2023.

5. DEPOSITS:

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Not applicable since Company has not accepted any deposits, therefore the question does not arise regarding non compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

6. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31st March, 2023, the Company did not have any subsidiary, joint venture or associate company.

7. NUMBER OF BOARD MEETINGS, COMMITTEE MEETINGS AND ANNUAL GENERAL MEETING:

The details of the number of meetings of the Board and its Committees held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

Further, 37th Annual General Meeting of the Company for financial year 2021-22 was held on 30th September, 2022.

8. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year, the Company has not provided any loans and guarantees or made investments pursuant to Section 186 of the Companies Act, 2013.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at http://www.biofilaroup.net/Policies/related%20partv%20policv%20(1).pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year 2022-23 were in Ordinary Course of 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 audited financial statement, which were entered during the year by your company, are given separately in notes to the financial statements. Further the disclosure of Related Party Transactions 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 form part of this report.

Your Directors draw your attention to Note No. 37 to the financial statements, which set out related party disclosures.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

â¢ Constitution of the Board

As on 31st March 2023, Board of directors are comprising of total 6 (Six) Directors namely:

1. Mr. Ramesh Shah (DIN: 00028819), Chairman and Managing Director

2. Mr. Ketan Shah (DIN: 08818212), Whole Time Director

3. Mr. Romil Shah (DIN: 00326110), Non-Executive Non Independent Director

4. Mrs. Shaila Jain (DIN: 00326130), Non-Executive Independent Director

5. Mr. Ashok Kumar Ramawat (DIN: 08818263), Non-Executive Independent Director

6. Mr. Satish Beohar (DIN: 09220291), Non-Executive Independent Director

The Chairman of the Board is Executive Director related to promoter. The Board members are highly qualified with strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

â¢ Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Ketan Shah (DIN: 08818212), Whole Time Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.However, his term is fixed and shall not break due to this retirement. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

â¢ Change in Directors and Regularization of Directors

During the financial year, there was no change in the composition of Board of Directors.

Further, during the current financial year 2023-24, on the recommendation of Nomination and Remuneration Committee, the Board at its Meeting held on 14th August, 2023 approved appointment of Mrs. Gayatri Padiyar (DIN: 10260173) as an Additional Director under the category of Non Executive Independent Director on the Board of Directors of the Company w.e.f. 14th August, 2023 to hold office up to the date of the Annual General Meeting of the Company to be held thereafter and subject to the approval of the Members at the said Annual General Meeting, to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from 14th August, 2023 to 13th August, 2028 (both days inclusive). The Company has received the requisite Notice from a Member in writing proposing her appointment as a Non-Executive Independent Director of the Company.

â¢ Women Director

Pursuant to the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulation, Mrs. Shaila Jain (DIN: 00326130) holds position of a Woman Director (Non-Executive Independent Director) of the Company.

â¢ Key Managerial Personnel

As on 31st March, 2023, the following have been designated as the Key Managerial Personnel of the Company within the meaning of Section 203 of the Companies Act, 2013:

a. Mr. Ramesh Shah (DIN: 00028819), Chairman & Managing Director;

b. Mr. Ketan Shah (DIN: 08818212), Whole-time Director;

c. Mr. Pavan Singh Rajput, Chief Financial Officer and

d. Ms. Shweta Verma, Company Secretary and Compliance Officer

â¢ Change in Key Managerial Personnel

During the year, following are the changes in the Key Managerial Personnel of the Company:

1. Mr. Jitendra Kumar Sahu has resigned from the post of Chief Financial Officer w.e.f. 30th June, 2022 and Board of Directors in their Board meeting held on 09th August 2022 placed on record his deep appreciation for valuable guidance given by him during his tenure as Chief Financial Officer of the Company.

2. On recommendation of Nomination and remuneration Committee, Mr. Pavan Singh Rajput was appointed as the Chief Financial Officer of the Company w.e.f. 14th November, 2022 by the Board of Directors in their Board Meeting held on 14th November, 2022.

3. Ms. Shikha Khilwani has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 23rd December, 2022 and Board of Directors in their Meeting held on 23rd December, 2022 placed on record her deep appreciation for valuable contribution given by her during her tenure as Company Secretary and Compliance Officer of the Company.

4. On recommendation of Nomination and remuneration Committee, Ms. Shweta Verma was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 24th December, 2022 by the Board of Directors in their Board Meeting held on 23rd December, 2022.

During the current financial year 2023-24, On recommendation of Nomination and remuneration Committee, Board of Directors of the Company in their meeting held on 14th August, 2022 considered re-appointment of Mr. Ketan Shah (DIN: 08818212) as Whole Time Director of the Company for further period of three years w.e.f. 25th August, 2023 to 24th August, 2026 subject to approval of the members of the company in forthcoming Annual General Meeting or any other appropriate authority, if any

â¢ Independent directors on Board

Our definition of ''Independent Director is derived from Regulation 16(1)(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company is having 3 (Three) Independent Directors as on 31.03.2023 as mentioned below;

1. Mr. Ashok Kumar Ramawat (DIN: 08818263)

2. Mrs. Shaila Jain (DIN: 00326130)

3. Mr. Satish Beohar (DIN: 09220291)

â¢ Disqualifications of directors

11. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declaration of independence from all the Independent Directors, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time. Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their 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 the Company 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 online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. Mrs. Shaila Jain (DIN: 00326130) Independent Director of the Company is exempted from the requirement to undertake online proficiency self-assessment test and Mr. Ashok Kumar Ramawat (DIN: 08818263) & Mr.Satish Beohar (DIN: 09220291) Independent Directors of the Company have passed online proficiency self-assessment test.

Further director appointed during the current financial year 2023-24, Mrs. Gayatri Padiyar (DIN: 10260173), NonExecutive Independent Director of the Company is required to clear the online proficiency self-assessment test.

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on 31st March, 2023. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

13. COMMITTEES OF THE BOARD OF DIRECTORS:

The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE 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 performance evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company. Performance Evaluation Criteria for Independent Directors:

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, no Independent Director was appointed in the Board of the Company.

Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 as amended up to the date. List of key skills, expertise and core competencies of the Board, including the Independent

Directors, is provided in Corporate Governance Report.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:-

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that year;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the Company and such internal financial controls are adequate and operating effectively;

vi) 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

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy: The Company 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 development or import substitution: Not Applicable.

During the year, there was neither inflow nor outflow of foreign exchange.

17. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The company''s internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to Sethiya Khandelwal & Company, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee. Report of statutory auditors for internal financial control system forms part of Audit Report.

18. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

Details on the Remuneration Policy are available on the Company''s website at web-link https://www.biofilaroup.net/Policies/Policv%20for%20the%20%20Nomination%20&%20Remuneration.pdf.

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

None of the employee of the company is drawing more than Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- 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 Act, 2013 read with Rule 5 (2) & Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable, during the year under review.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at bcplcompliance@gmail.com

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

20. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS:

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which also forms part of this Annual Report.

21. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As per the requirement of Section 177(9) & (10) of the Companies Act, 2013 and Schedule V of SEBI Listing Regulations, the Company has established a "Whistle Blower Policy" for directors and employees to enable the directors, employees and all stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics and to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. Further, no person has been denied direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is disclosed on the website of the Company at https://www.biofilgroup.net/Policies/Vigil%20Mechanism%20Policy%20BCPL.pdf

22. SECRETARIAL AUDITOR:

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 Directors had appointed L. N. Joshi & Company, Practicing Company Secretaries, Indore to conduct the Secretarial Audit of the Company for year ended March 31, 2023. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of this Report.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-

Secretarial Auditor Observations	Management comments
Pursuant to Regulation 30 read with Part A of Para A of Schedule III of SEBI (LODR) Regulations, 2015, Outcome of meeting of Board of Directors held for the purpose of Audited financial results for quarter and year ended 31st March 2022 was not filed on NSE within 30 minutes of conclusion of Board Meeting.	Due to the non-functionality of NSE Neaps portal Outcome of Board meeting filed with a delay of approximately 5 Minutes.
Pursuant to SEBI Circular SEBI/HO/ISD/ISD/CIR/P/2020/168 dated 09th September, 2020, Company has not updated its promoters/designated person name in the designated depository through system driven disclosure mechanism in prescribed time limit.	Inadvertently details of CFO(s) were not updated with designated depository through system driven disclosure mechanism in time, however same has been updated with delay of 175 and 38 days.

Secretarial Auditor Observations	Management comments
Pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/70 May 25, 2022, the Company has not taken any contingency insurance policy to meet out the risk arising out of issuance of duplicate securities.	The Company is in process to obtain referred policy but till date no insurance company is agreed to provide the same.

23. STATUTORY AUDITOR:

Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No. 006179C) were re-appointed as the Statutory Auditors of your company in the 37th Annual General Meeting (AGM) of the Company held on 30th September, 2022 for another term of 5 consecutive years, from the conclusion of 37th Annual General Meeting up to the conclusion of 42nd Annual General Meeting to be held in the calendar year 2027.

EXPLANATION TO AUDITOR''S REMARKS:

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to be reported by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

24. INTERNAL AUDITOR:

25. COST AUDITOR:

26. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year.

27. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct ("the Code") for all Board members and senior management personnel of your Company. This Code has been posted on the 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 affirmed compliance with this Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

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

29. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the company which has been occurred between the end of the financial year i.e., March 31, 2023 and the date of signing of this Board''s Report.

30. ENVIRONMENT AND SAFETY

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

32. LISTING OF SHARES:

Presently, Company''s shares listed on BSE Limited & National Stock Exchange of India Limited. The company has paid annual listing fee for financial year 2023-2024 to both the Stock Exchanges(BSE Limited & National Stock Exchange of India Limited).

33. COMPLIANCE OF SECRETARIAL STANDARD:

34. DEPOSITORY SYSTEM:

35. MD/CFO CERTIFICATION:

36. INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

37. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:> Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

> As on 31st March 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase

of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially

hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

38. INDUSTRIAL RELATIONS

39. ACKNOWLEDGMENT AND APPRECIATION:

For and on behalf of the Board of Directors

BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED

Ramesh Shah Ketan Shah

D_at_{e :} 14th A_ug_ust, 2023 Chairman & Managing Director Whole Time Director

Place : Indore (DIN: 00028819) (DIN: 08818212)

Mar 31, 2015

The Directors presenting the 30th Annual Report of your company together with the Audited Financial Statement for the year ended on 31st March, 2015.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

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

(Rs.In Lacs)

PARTICULARS Year ended Year ended 31/03/2015 31/03/2015

Total Income 632.34 723.15

Total Expenditure 558.80 658.09

Profit/Loss Before Tax 73.54 65.06

Provision for taxation Income Tax 14.01 12.39

Deferred Tax Assets/Liability 0.00 0.00

Item Related to Earlier Year 0.81 0.99

Profit/Loss after tax 58.72 51.68

Paid up Equity Share Capital 1627.38 1627.38

Earnings Per Share (Rs. 10/- each) Basic & Diluted (in Rs.) 0.36 0.32

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS:

During the financial year your company has achieved the turnover of Rs. 632.34 Lacs only in comparison to previous year's turnover of Rs. 723.15 Lacs and net profit of the company is Rs. 58.71 lacs in comparison to previous net profit of Rs. 51.68 lacs, Turnover of the Company has been reduced due to non-availability of major raw material folic acid, production was adversely impacted which result into reduce in turnover of the Company.

1.3 CHANGE IN NATURE OF BUSINESS

Company is dealing in Pharmaceuticals and Chemicals and it also diversified its business activity and dealing Plastic and allied Products. During the year there was no change in business activity of the company.

1.4 SHARE CAPITAL

The Paid Up Equity Share Capital as at 31st March 2015 stood at 16.27 Crore. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on 31st March 2015, none of Directors of the company hold instruments convertible into equity shares of the Company. The total number of shares include 5712500 reissued of forfeited shares on 31/03/2011 but pending for corporate action and listing confirmation from stock exchange. The Company is in process to get the trading approval for the same.

2. EXTRACT OF ANNUAL RETURN

The detail forming part of extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this report as Annexure 1 and forms an integral part of this report.

3. BOARD MEETINGS AND ANNUAL GENERAL MEETING

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held Six times. The gap between two Meetings did not exceed one hundred and twenty days. Further Annual General Meeting was held on 23rd September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of Annual Report.

4. DIVIDEND

To conserve the resources of profit and accumulated losses, your directors not recommended any dividend for the year.

5. AMOUNTS TRANSFERRED TO RESERVES

Due to accumulated losses company has not transferred any amount in reserve account.

6. FIXED DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The Company does not have any subsidiary, joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board in its meeting held on 13th August, 2015 has appointed Shri Subhash Chandra Swarnkar as an Additional

Director as well as independent Director of the Company, not liable to retire by rotation. To hold office upto ensuing AGM

The Company has received notice in writing from the members as required under section 160 of the Companies Act,

2013 for proposal of appointment of Shri Subhash Chandra Swarnkar as a Director as well as independent director of the Company at the ensuing Annual General Meeting.

In the opinion of the Board the above said director fulfills the conditions specified in the Act and the Rules made there under as per the Clause 49 of the Listing Agreement

In accordance with provisions of Section 152 of the Companies Act, 2013 and the Company's article of association, Shri Romil Shah, Director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

At the Annual General Meeting held on 23rd September, 2014 Mrs. Shaila Jain and Mr Ramesh C Shah were appointed as an independent director of the Company pursuant to section 149 of the Companies Act, 2013 for a term of five consecutive years. None of the Independent Directors are due for re-appointment.

Mr. Ramesh S Shah Managing Director; Mr. Jitendra Kumar Sahu Chief Financial Officer and Ms. Neha Shukla (w.e.f. 30.05.2014) of the Company are designated as a Key Managerial Persons of the Company as per the provisions of the Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement:

i) Shri Ramesh C Shah

ii) Mrs. Shaila Jain

iii) Shri Subhash Chandra Swarnkar

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that::

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departure from the same;

b) The directors have selected such accounting policies and applied them consistently and 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 for the financial year ended 31st March 2015 and of the profit of the Company for year ended on that date.

c) The 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 annual accounts have been prepared on a 'going concern' basis;

e) Proper internal financial controls laid down by the directors were followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) Proper system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

11. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company www.biofilgroup.net.

12 . MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Managing Director, 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 good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Mrs. Shaila Jain (Chairman), Mr. Ramesh C Shah and Mr. Romil Shah, as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

(iii) Internal Complain Committee under The Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the

Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committee and the Independent Directors was carried out time to time. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report. 15.. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has not provided any loans & guarantee and not made any investment pursuant to Section 186 of the Companies Act, 2013

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. Thus, disclosure in Form AOC-2 is not required. Details of related party transaction referred in Notes to Financial Statement

17 . CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under :

(A) Conservation of Energy

The steps taken or impact on conservation of energy :

(i) Considering the production of the company there is no substantial expenditure on the consumption of energy, although adequate measures have been initiated to reduce energy consumption. (ii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption :

(i) The efforts made towards technology absorption : Nil.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution : Nil.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Nil.

(iv) Company has not incurred any expenditure on Research and Development during the year under review. Further there was neither inflow nor outflow of foreign exchange during the year. 1 8. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has an Internal Control System commensurate with the size of the Company and nature of its business and the complexities of its operations. The audit committee of the board of directors actively review the adequacy & effectiveness of the internal control system and suggest improvements to strengthen the same. The audit committee of the board of directors and statutory auditors apprised of the internal audit finding and corrective action taken. The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

Details of policy covering these requirements has disclosed in corporate governance report.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as ANNEXURE 2.

During the year none of the employee of the company is drawing remuneration of more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (Appointment and Remuneration) Rules 2014 are not applicable.

Further Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under section 197 (14) of Companies Act, 2013 is not applicable.

21. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "Report on Corporate governance and Management discussion and Analysis" forms part of this Annual Report.

Certificate received from statutory auditor regarding confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement also forms parts of the Annual Report.

22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company (www.biofilgroup.net). No Person has been denied access to the Audit Committee

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. L.N. Joshi & Co., Practicing Company Secretary, to undertake as the Secretarial Audit of the company. The Secretarial Audit report is included as ANNEXURE-3 and forms an integral part of this Report. With respect to the observations of the Secretarial Auditor, the Board replies hereunder:- Non Payment of Listing Fees with National Stock Exchange Limited:

The Company is suspended from the National Stock Exchange Limited and matter is still pending for revocation of suspension; hence no invoice is generated from NSE with respect to filling of listing fees. Although company is in compliance with the clauses of listing agreement and duly submitted all the necessary documents as per listing agreement in a prescribed frame of time.

Non Publication of Notice of Board meeting and Quarterly Results in news paper:

The Company immediately intimated about the Schedule of Board meeting and Quarterly Results to both the Stock Exchanges i.e. BSE Limited and National Stock Exchange Limited and same got published on the web portal of BSE Limited and also uploaded on the Website of the Company www.biofilgroup.net. Further, Audited Results of the Company and Notice Calling board meeting thereof got published in Hindi and English newspaper. Trading Approval for Reissue of 5712500 Forfeited Shares: The same has been explained in Point No 1.4 of Board Report.

25. STATUTORY AUDITORS

Pursuant to the provision of section 139 of the Act and the rules framed there under, M/s. S. N. Gadiya & Co, Chartered Accountants, were appointed as the statutory auditors of the Company from the conclusion of the 29th Annual General Meeting of the Company held on September 23, 2014 till the conclusion of the 32nd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting held thereafter. A resolution for reappointment of M/s. S.N.Gadiya & Co., Chartered Accountants, as auditors for the remaining period from the conclusion of the ensuing 30th AGM till the conclusion of the 32nd AGM and for fixation of their remuneration for the year 2015-16 is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received from M/s. S.N.Gadiya & Co, Chartered Accountant a written consent for ratification of their appointment from the conclusion of the 30th AGM till the conclusion of the 32nd AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further there was no fraud in the Company, which was required to report by statutory auditors 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 Company's Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained and company is not required to appoint cost auditor for the financial year 2015-16. Further Cost Audit Report for Financial Year 2013-14 submitted by the Company.

27. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board Members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

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

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

29. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this boards report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

32. LISTING OF SHARES

Company's shares listed on Bombay Stock Exchange Limited & National Stock Exchange Ltd. The company has paid annual listing fee for financial year 2015-16 to Bombay Stock Exchange. Further listing of Shares has been suspended on National Stock Exchange Ltd. and matter is still pending for revocation of suspension.

33. INSURANCE:

The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken adequate insurance cover for all movable & immovable assets and for all such types of risks, as considered necessary by the management from time to time.

34. BUSINESS RESPONSIBILITY REPORT:

Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31st March 2015.

35. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

36. INDUSTRIAL RELATIONS:

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

37. ACKNOWLEDGMENT

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board of Directors Biofil Chemicals &Pharmaceuticals Ltd. Ramesh S. Shah Romil Shah

Place : Indore Managing Director Director

Date : 13/08/2015 (DIN: 00028819) (DIN: 00326110)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of your company together with the Audited Financial Statements for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE

The Financial performance for the fiscal 2014 is summarized in the following table:

Rs. In Lacs PARTICULARS Year ended Year ended 31/03/2014 31/03/2013

Total Income 723.15 607.28

Total Expenditure 658.09 540.27

Profit/Loss Before Tax 65.06 67.01

Provision for taxation

* Income Tax 12.39 12.77

* Deferred Tax Assets/Liability 0.00 0.00

* Item Related to Earlier Year 1.00 0.00

Profit/Loss after tax 51.67 54.24

Paid up Equity Share Capital 1627.38 1627.38

Earnings Per Share 0.32 0.33

During the financial year your company has turnover of Rs. 723.15 Lacs in comparison to previous year''s turnover of Rs. 607.28 Lac and net profit of the company is Rs. 51.68 lacs in comparison to previous net profit of Rs. 54.24 lacs.

DIVIDEND

To conserve the resources of profit and accumulated losses, your directors not recommended any dividend for the year.

THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA 2013) in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March, 2014. The Companies Act, 1956, continues to be in force to the extent of the corresponding provisions of the CA2013 which are yet to be notified. MCA vide circular dated April 4, 2014 has clarified that the financial statement and documents annexed therto, auditor''s report and board''s report in respect of financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Company''s financial statements, auditor''s report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Act, appropriate reference have been made in the report to the extent these provisions have become applicable effective April 1, 2014.

LISTING

The Equity Shares of the Company continue to remain listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The stipulated listing fees for Financial Year 2014-15 have been paid to all the mentioned Stock Exchanges.

DIRECTORS

Mr. Navneet Bagree, Director of the Company, resigned from the board with effect form 31st March 2014. The Board placed on records its appreciation and gratitude for his guidance and contribution to the Company.

Further Mrs. Shaila Jain and Mr. Ramesh Chimanlal Shah the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

As per the provisions of the Companies Act, 2013 and Article of Association of the Company, Mr. Romil Shah Director of the Company retire by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

AUDITORS:

M/s S. N. Gadiya & Co., Chartered Accountants, Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s S. N. Gadiya & Co., Chartered Accountants (ICAI Firm Registration No. 002052C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) until the conclusion of the Thirty Second AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Auditors'' Report read with notes to accounts are self-explanatory and do not call for any comments from the Directors.

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review and that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 will be filed to the Central Government within the stipulated time.

ENERGY CONSERVATION AND OTHER REPORTING:

The Company''s operations do not involve substantial consumption of energy in comparison to cost of production, however possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy

Technology absorption:

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. Nil

REISSUE OF FORFEITED SHARES:

The members are aware that during the financial year 2010-2011 Board of the directors have reissued the 5712500 forfeited equity shares to promoters and non promoters with the permission of the members. The company has made the application to stock exchanges but trading confirmation for above said shares are still pending with the stock exchanges.

INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks, as considered necessary by the management from time to time.

INDUSTRIAL RELATIONS:

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

AUDIT COMMITTEE

Under the provisions of Companies Act, 2013 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Romil Shah, Non Executive Director , Smt. Shaila Jain and Shri Ramesh Chimanlal Shah, Independent directors of the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CFO certification are annexed hereto and form part of the report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Company since the last three years in line with ''Green Initiative'' circular issued by Ministry of Corporate Affairs (MCA) effected electronic delivery of the Notice of Annual General Meeting and Annual Reports previously to those shareholder whose email ids were registered with respective depositories Participants and downloaded from the depositories viz. National Securities and Depositories Limited (NSDL) / Central Depository Services (India) Ltd. (CDSL). SEBI have also in line with MCA circular and as provided in Clause 32 of the Listing Agreement executed with the stock exchange, permitted listed entities to supply soft copies of full annual reports to all those shareholder who have registered their email addresses for the purpose. The Companies Act, 2013 and underlying rules also permit the dissemination of financial statements in electronic mode to the shareholder. Your directors are thankful to the shareholder for actively participating in the green initiative and seek your continued support for implementation of the green initiative. One blank form is also annexed with the notice of the Company for those shareholders who have not yet registered their email id with the company to register their email id. Kindly fill up the form and return back to us and support the Green Initiative.

ACKNOWLEDGMENT:

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board

Sd/- Sd/- Ramesh S. Shah Romil Shah Place : Indore Managing Director Director Date 30/05/2014 (DIN: 00028819) (DIN: 00326110)

Mar 31, 2013

To The Members of Biofil Chemicals and Pharmaceutical Limited

The Directors have pleasure in presenting the 28th Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2013. The Financial Results of the company in the year under review are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE Rs. In Lacs

PARTICULARS Year ended Year ended 31/03/2013 31/03/2012

Total Income 607.28 631.61

Total Expenditure 540.27 615.52

Profit/Loss Before Tax 67.01 16.09 Provision for taxation

- Income Tax 12.77 1.04

- Deferred Tax Assets/Liability 0.00 0.00

Profit/Loss after tax 54.24 15.05

Paid up Equity Share Capital 1627.38 1627.38

Earning per Share 0.33 0.09

During the financial year your company has turnover of Rs. 607.28 Lacs in comparison to previous year''s turnover of Rs. 631.61 Lac and net profit of the company is Rs. 54.24 lacs in comparison to previous net profit of Rs. 15.05 lacs.

In 2012-2013 company has received Job Work Income while in previous year income was from trading of goods, therefore company has earned more profit in comparision to previous year.

DIVIDEND

To conserve the resources of profit and accumulated losses, your directors not recommended any dividend for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and as per Articles of Association of the Company Shri Ramesh Chimanlal Shah, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975

REISSUE OF FORFEITED SHARES

The members are aware that during the financial year 2010-2011 Board of the directors have reissued the 5712500 forfeited equity shares to promoters and non promoters with the permission of the members. The company has made the application to stock exchanges but listing confirmation for above said shares are still pending with the stock exchanges.

DIRECTOR''S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for financial year ended 31st March, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and 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 at the end of financial year and of the profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s S. N. Gadiya & Co., auditors of the company, retires as the auditors at the ensuing Annual General Meeting and being eligible, offers them for reappointment.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self-explanatory and do not call for any comments from the Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, the Poultry is exempted. Further the Company''s operations do not involve substantial consumption of energy in comparison to cost of production, However possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

TECHNOLOGY ABSORPTION:

The Company has neither purchased within India nor imported any technology. Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. Nil

COST AUDITORS

As per the requirements of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956 the audit of the Cost Accounting record maintained by the company for product and services covered under MCA cost Audit order. The Company has appointed Shri. Vijay P. Joshi, Cost Auditor, Indore to audit the cost accounts for the year 2012-13 commencing from 1st April, 2012 to 31st March, 2013 for which approval from the Central Government is granted. The Cost Audit Report in respect of financial year 2012-13 will be filled on or before the due date.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri Ramesh C. Shah, Smt. Shaila Jain, and Shri Navneet Bagree.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time .The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

ACKNOWLEDGMENT:

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on again growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board

Sd/- Sd/-

Ramesh S. Shah Romil Shah

Managing Director Director

Mar 31, 2010

The Directors hereby present the 25th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE Rs. In Lacs

Year ended Year ended 31/03/2010 31/03/2009

Total Income 314.92 154,01

Total Expenditure 218.20 137.85

Operation Profit and loss before Depreciation 96.72 16.16

Depreciation 10.73 10.86

Written of Preliminary Expenses 31.50 31.50

Profit/Loss before tax 54.48 (26.20)

Provision for tax MAT

Provision for F.B.T - 0.12

Profit/Loss after tax 54.48 (26.32)

The year under review your company performed better than previous year Even during the slugg sh market condition your company was able to achieve total income of Rs. 314.92 Lacs in comparison to previous years total income of Rs. 154.01 Lacs and this time company earned net profit of Rs. 54.48 lacs in comparison to previous years net loss of Rs. 26.30 lacs.

BUSINESS REVIEW

In order to enhance shareholder value and to sustain profitable working, Board of Directors of the Company has entered into Tri party agreement with HLL Lifecare Limited (Formerly Hindustan Latex Ltd) an undertaking of Government of India and with Cyano Pharma Limited. As per the agreed terms Company has provided manufacturing facility to HLL Lifecare Limited for manufacturing of Iron and Folic Acid Tablets {IFA) and other Pharmaceuticals products as required by HLL. IFATablets have huge demand in domestic market. Tie up with such a renowned business group will definitely benefit the Company. Being a Government of INDIA concern HLL gets priority in State and Central Government Pharmaceuticals Business.

Board of Directors have also decided to start the Plastic Division for Manufacturing of Sprinkler Jets required for Irrigation purposes, this tool basically saves water requirement. For the manufacturing of Sprinkler Jets Board of Director of your company have placed advance order of Machineries and Dies. Directors are hopeful that in forthcoming fiscal year there will be substantiality growth in the companys turnover and the company will be able to achieve its long term business objectives.

DIVIDEND

In order to set off previous year losses and inadequate profit, your directors not recommended any dividend for the year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made thereunder.

DIRECTORS

During the year Shri Ramesh Chimanlal Shah, Director of the company retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment.

DIRECTORS RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the annual accounts for financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and 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 at the end of financial year and of the loss of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis depends upon the restructuring of the project.

AUDITORS

The Auditors S.N. Gadiya & Company, Chartered Accountants, statutory Auditors of the company, retires and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

DISCLOSURE OF SPECIAL PARTICULARS

Information as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the

Report of the Board of Directors) Rules, 1988 for the year ended 31st March 2010.

I. CONSERVATION OF ENERGY

The Companys operations do not involve substantial consumption of energy in comparison to cost of production, however possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

II. TECHNOLOGY ABSORPTION

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned Rs. Nil

Total foreign exchange used Rs. Nil

III. PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the Companies Act, 1956 read with the companies (particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE

A Report on the Corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Mr. Ramesh Chimanlal Shah, Mr. Navneet Bagree and Ms. Shaila Jain.

DEPOSITORY SYSTEM

Your Companys shares are tradable compulsory in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companys shares on either of Depositories as aforesaid.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of the Company. Your Company & Directors wish to extend sincere thanks to specially HLL, customers, Banks, along with all the Shareholders of the Company for extending their sincere support and hope that the same support will be extended in future also.

Place : Indore for and on behalf of the Board

Date : 31/05/2010

Ramesh Shah Romil Shah Managing Director Director

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