Bacil Pharma Ltd Directors Report.

To, The Members Bacil Pharma Limited

Your Directors have pleasure in presenting Thirty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2019.

Financial Highlights

Other Income during the year of Rs. 9,41,001/- as compared to Rs. 27, 41,335/- in the previous year. The net loss incurred during the year is Rs. 34,23,420/-.In absence of any profits the Directors are not recommending any dividend.

State of Companys Affairs and Future Outlook

During the period under consideration, the Company, in spite of all the efforts could not commence any business activities. The Board of Director is under process to formulate plan to conduct future business activities.

Dispose of Assets

As informed in the previous Year and as you are aware that the consent of shareholders was obtained through postal ballot dated 27th April, 2017 to Sale/dispose or lease the assets of the Company, The Management had initiated steps to dispose-off the Assets of the Company and has agreed to sale the assets viz Leasehold Land, Building, Plant & Machinery and other Equipments on “as is where is basis” for a lump sum consideration of Rs. 250/- Lakhs to M/s Swastik Dying & Printing Mills of Ichalkaranji, Kolhapur. The Company has received part advance payment and the balance amount to be received on signing of the final agreement subject to adjudication by the concerned registration authority. The final and binding agreement shall be entered into and registered in due course of time. The Company has recently received adjudication order from Adjudication & Stamp Collection, Ratnagiri, Maharashtra and the agreement will be registered soon to affect the transfer.

Impairment of Assets

As earlier informed that the Management was of the view that there will be substantial amount of loss due to impairment of the Assets i.e. Plant & Machinery, equipments and Factory Building, on account of continuation corrosion and rusting due to unit being situated in Chemical Zone and non use of these assets, even though all steps are taken by Management for upkeep of the same. Estimated loss of Rs. 3,69,47,737/- on account of diminution in the value of fixed assets held for sale including share issue expenses is provided in the books of accounts as exceptional item, the same will be accounted on sale / disposal of assets held for sale after signing and registration of final and binding agreement with the party.

Share Capital

The paid up equity capital as on March 31, 2019 was Rs. 5,89,00,000/- The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

Extract of Annual Return

The extract of Annual Return, in format MGT 9, for the Financial Year 2018-19 has been enclosed with this report.

Number of Board Meetings

During the Financial Year 2018-19, five meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-

Sr. No. Date of Meeting Total strength of the Board No. of Directors Present
01 28 May, 2018 4 4
02 14 August, 2018 4 3
03 14 November, 2018 4 4
04 14 February, 2019 4 3
05 29 March, 2019 4 3

Independent Directors Meeting

During the year under review, Independent Directors met on 14th February 2019, inter-alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board as whole.

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

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

Particulars of Loan, Guarantees and Investments under Section 186

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

Particulars of Contracts or Arrangements with Related Parties

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. All related party transactions that were entered into during the financial year were on an arms length basis. All the related party transactions are pre-approved by the Audit Committee. In view of this, disclosure in form AOC-2 has not been provided as the same is not applicable to the Company. The details of the transaction with Related Party are provided in the accompanying financial statement.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

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

Internal Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Companys operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

Sr. Name and Address Designation Date of Appointment DIN
1. Mr. Shirish Suryakant Shetye Independent Director 25/03/2003 00148086
2. Mr. Prakash Shah Director 09/08/1990 01136800
3. Mr. Lalit Jain Independent Director 24/02/2012 00941024
4. Dr. Sneha Shah Director 31/03/2015 07144208
5. Mr. Manmohan Singh Ghildyal Manager 10/06/2002 AFVPG9931N
6. Mr. Jayesh Ramchandra Patil CFO 31/03/2015 ATPPP3597F
7. Shweta Motwani Company Secretary 29/03/2019 DJCPM3839M

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Prakash Bhoorchand Shah is liable to retire by rotation and being eligible offers himself for re-appointment.

Ms. Shweta Motwani was appointed as Company Secretary & Compliance Officer of the company w.e.f 29th March 2019

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

Board Evaluation

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

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014.

Audit Committee

The Audit Committee comprises Independent Director namely Mr. Shirish S. Shetye (Chairman), and Non-Executive Directors Mr. Prakash B. Shah and Mr. Lalit Jain as members. Recommendations, if any, made by the Audit Committee were accepted by the Board.

Nomination& Remuneration Committee &Policy

In compliance with section 178 of the Act the Board has constituted “Nomination and Remuneration Committee” which comprises Non-executive Directors namely Mr. Shirish S. Shetye (Chairman), and Non-Executive Directors Mr. Prakash B. Shah and Mr.Lalit Jain as members.

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

Stakeholders Relationship Committee

This Committee comprises of Mr Shirish S. Shetye (Chairman), and Non-Executive Directors Mr. Prakash B. Shah and Mr. Lalit Jain as members. During the year ended 31st March, 2019, Investor Grievance Committee had four meetings. The Company during the year had not received any complaint and there were no pending complaint as on March 31, 2019.

Transfer of Amounts of unpaid dividend to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2019.

Disclosure on Establishment of a Vigil Mechanism

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

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

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

Fraud Reporting (Required by Companies Amendment Bill, 2014) No Fraud reported / observed during the financial year 2018 -19.

AUDITORS Statutory Auditors

The auditors M/s Laxmikant Kabra & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company for the period of five consecutive years in accordance with the provisions of the Companies Act, 2013 at the conclusion of previous Annual General Meeting held on 29th September, 2017. In terms of provisions of section 139 (1) the appointment of M/s Laxmikant Kabra & Co., Chartered Accountants, as statutory auditors of the Company for the term of 5 Years.

Auditors Report

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Amruta Kothari & Associates, Practicing Company Secretaries, Thane, in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II and forms part of this Report.

Neither the audit report issued by Laxmikant Kabra & Co. nor the Secretarial audit report issued by Amruta Kothari & Associates for the financial year 2018-19 contain any qualifications, observations or comments on financial transactions or matters, which have any adverse effect on the functioning of the Company. The Secretarial Auditors, however, have in their report observed as follows:

Sr. No. Observation Reply
1. Non-Compliance with regulation 31(2) regarding to the promoter shareholding in Dematerialized form and less than 50% public holding is in dematerialized form. The Company is under process to dematerialize the shares.

Cost Auditors

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

Stock Exchange

The Companys equity shares are listed at BSE Limited vide scrip code 524516 and the Annual Listing Fees for the year 2018-19 has been paid.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

The directors had selected such accounting policies and applied them 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 as at 31st March, 2019.

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

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

d) 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.

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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

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

For and on behalf of the Board of Directors
Bacil Pharma Limited
Mr. Prakash Shah Mr. Shirish Shetye
Place: Mumbai Director Director
Date: 30th August, 2019 DIN 01136800 DIN 00148086