To,
The Members
Bacil Pharma Limited
Your Directors have pleasure in presenting Thirty Sixth Annual Report together with the
Audited Accounts of the Company for the year ended 31st March, 2023.
Financial Highlights:
|
|
(Amt. in Lakhs) |
| Particulars |
2022-2023 |
2021-2022 |
| Profit/(Loss) for the year before providing Depreciation |
(9.92) |
(385.63) |
| Less: Depreciation |
0.27 |
0.37 |
| Profit/(Loss) after providing Depreciation and Before Tax |
(10.19) |
(386.00) |
| Current Tax |
- |
- |
| Deferred Tax |
0.00 |
0.02 |
| Profit/(Loss) from ordinary activities after Tax |
(10.19) |
(385.98) |
| Comprehensive Income |
(3.12) |
(0.26) |
| Tax relating to such income |
0.81 |
0.07 |
| Reclassification of Loss on Asset held for sale |
- |
369.48 |
| Profit/(Loss) for the Period |
(12.50) |
(16.69) |
Dividend:
In view of accumulated losses, your Directors did not recommend any dividend for its
equity shareholders.
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 company during the year has not carried out any major business activity and the
management is also considering for diversification of business activities. However in
order to generate revenue to afford part of fixed expenses of the company, the management
has decided to utilize the surplus funds and deployed the same as temporary loans and
advances.
Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Transfers to Reserves:
In view of accumulated losses the Company was not required to transfer any amount to
the Reserves.
Details of Subsidiary/Joint Venture/Associates Company:
Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/
Joint Venture and Associate Companies.
Share Capital:
The paid up equity capital as on March 31, 2023 was Rs. 5,89,00,000/- The Company has
not bought back any securities or issued any Sweat Equity shares or bonus shares or
provided any stock option scheme to employees during the year under review.
Extract of Annual Return:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual
Return for the Financial Year ended March31, 2023 is available on the website of the
Company.
Number of Board Meetings:
During the Financial Year 2022-23, Six Meetings of the Board of Directors of the
company were held. The date of the meetings of the board held is as under-
| Sr. No. |
Date of Meeting |
Total strength of the Board |
No. of Directors Present |
| 1 |
30th May, 2022 |
4 |
4 |
| 2 |
12th August, 2022 |
4 |
4 |
| 3 |
1st September, 2022 |
4 |
3 |
| 4 |
2ns November, 2022 |
4 |
4 |
| 5 |
11th February, 2023 |
4 |
4 |
| 6 |
21st March, 2023 |
4 |
4 |
Independent Directors Meeting:
During the year under review, Independent Directors met on 11th February
2023, inter-alia, to discuss:
• Evaluation of the performance of Non-Independent Directors and the Board as
whole.
• Evaluation of the performance of the Chairman of the Company, taking into
account the views of the Executive and Non-Executive Directors.
• Evaluation of the quality, quantity content and timeless of flow of information
between the management and the Board.
Particulars of Loan, Guarantees and Investments under Section 186:
Complete details of Loan, Guarantee/Security/ Investments covered under section 186 of
The Companies Act, 2013 as attached in the financial statement and notes there under.
Particulars of Contracts or Arrangements with Related Parties:
During the year, the Company had not entered into any contract/arrangement/transaction
with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions, The Policy on materiality of
related party transactions and dealing with related party transactions as approved by the
Board.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Out go:
As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars
relating to the conservation of energy, technology absorption and the foreign exchange
earnings and outgo are NIL.
Internal Control System:
The Company has proper and adequate internal control systems commensurate with the
nature of its business, and size and complexity of its operations. Internal control
systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, timely feedback on achievement of operational and strategic goals,
compliance with policies, procedure, applicable laws and regulations, and all assets and
resources are acquired economically, used efficiently and adequately protected.
Details of Directors and Key Managerial Personnel:
| Sr. |
Name and Address |
Designation |
Date of Appointment |
DIN |
| 1. |
Mr. Manmohan Singh Ghildyal |
Manager |
10/06/2002 |
AFVPG9931N |
| 2. |
Mr. Prakash Shah |
Director |
09/08/1990 |
01136800 |
| 3. |
Mrs. Suman Shah |
Director |
29/09/2022 |
07303755 |
| 4. |
Mr. Shirish Suryakant Shetye |
Independent Director |
25/03/2003 |
00148086 |
| 5. |
Mr. Lalit Jain |
Independent Director |
24/02/2012 |
07619530 |
| 6. |
Mr. Jayesh Ramchandra Patil |
CFO |
31/03/2015 |
ATPPP3597F |
| 7. |
Dr. Sneha Shah |
Director |
31/03/2015 |
07303755 |
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.
Dr. Sneha Shah Non-Executive Women Director had completed her tenure and did not seek
reappointment and therefore ceased to be Director at Annual General Meeting held on
29/09/2022 and Mrs. Suman Shah was appointed as Non-Executive Director on the same day.
Board Evaluation:
Formal Annual evaluation has been made by the Board of its own Performance and that of
its Committees & Individual Directors during the meeting of Board of Directors and by
common discussion with concerned persons.
Particulars relating to Remuneration of Employees:
None of the Directors receive any remuneration nor receive any sitting fees. During the
Financial Year the percentage increase in remuneration of Directors and Key Managerial
Personnel is as follows:
| Name of the Director |
Designation |
Percentage Increase/decre ase in the Remuneration |
| Mr. Jayesh Ramchandra Patil |
CFO |
60% |
| Mr. ManMohan Ghildyal |
Manager |
NIL |
| Mrs. Vaishali Vaghasiya |
Company Secretary |
NIL |
As on 31st March 2023, there were a total of 2 employees on the pay roll of
the Company as Mrs. Vaishali Vaghasiya has resigned w.e.f from 21st March,
2023.
It is affirmed that the remuneration is as per the remuneration policy of the company.
The Company does not have any Holding or Subsidiary Company and none of the Directors
of the Company are the Managing Director or Whole Time Director in the Associate Company.
Audit Committee:
In compliance with section 177 of the Act & regulation 18 of SEBI (LODR)
regulations, 2015 the Board has constituted "Audit Committee as:
| Name of Director |
Designation |
| Mr. Shirish S. Shetye |
Chairman |
|
(Independent Director) |
| Mr. Lalit Jain |
Member |
|
(Non-executive Director) |
| Mrs. Sneha Shah |
Member |
|
(Non-executive Director) |
|
(Resigned w.e.f. 29th September, 2022) |
| Mrs. Suman Shah |
Member |
|
(Non-executive Director) |
|
(Appointed w.e.f. 29th September, 2022) |
The Members of Audit Committee meet four (4) Times during the year i.e.
| 30.05.2022 |
12.08.2022 |
02.11.2022 |
12.02.2023. |
Nomination & Remuneration Committee & Policy:
In compliance with section 178 of the Act & regulation 19 of SEBI (LODR)
regulations, 2015 the Board has constituted "Nomination and Remuneration Committee
as:
| Name of Director |
Designation |
| Mr. Shirish S.Shetye |
Chairman (Independent Director) |
| Mr. Lalit Jain |
Member (Non-executive Director) |
| Mrs. Sneha Shah |
Member (Non-executive Director) |
|
(Resigned w.e.f. 29th September, 2022) |
| Mrs. Suman Shah |
Member (Non-executive Director) |
|
(Appointed w.e.f. 29th September, 2022) |
During the year 2022-2023 the Nomination & Remuneration Committee had one meeting
on 01.09.2022.
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
Stakeholders Relationship Committee:
In compliance with regulation 20 of SEBI (LODR) regulations, 2015 the Board has
constituted as "Stakeholders Relationship Committee":
| Name of Director |
Designation |
| Mr. Shirish S.Shetye |
Chairman |
|
(Independent Director) |
| Mr. Lalit Jain |
Member |
|
(Non-executive Director) |
| Mrs. Sneha Shah |
Member |
|
(Non-executive Director) |
|
(Resigned w.e.f. 29th September, 2022) |
| Mrs. Suman Shah |
Member |
|
(Non-executive Director) |
|
(Appointed w.e.f. 29th September, 2022) |
During the year ended 31st March, 2023 Stakeholder Relationship Committee had four
meetings.
| 30.05.2022 |
12.08.2022 |
02.11.2022 |
12.02.2023 |
The Company during the year had not received any complaint and there were no pending
complaint as on March 31, 2023.
Transfer of amounts of unpaid dividend to invest or education and protection fund:
There are no amounts due and outstanding to be credited to investor Education and
Protection Fund as 31st March, 2023.
Disclosure on Establishment of a Vigil Mechanism:
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. No personnel had been denied access to the Audit Committee to
lodge their grievances.
Corporate Social Responsibility Initiatives:
As the Company does not fall under the Class of Companies as prescribed under Section
135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.
Code for prevention of insider trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires preclearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employee have confirmed
compliance with the Code.
Significant and material orders passed by the regulators or courts:
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
Risk management policy:
The Board has adopted risk Management policy for ensuring the orderly and efficient
conduct of its business, including adherence to companys policy, safeguarding of its
assets, Prevention detection fraud and error etc.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013:
There were no complaints reported under the prevention of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Fraud Reporting in Auditors Report as per Second proviso of Section 143 (12) of the
Companies Act, 2013:
No Fraud reported/observed in Audit Report during the financial year 2022-23.
AUDITORS:
Statutory Auditors:
The auditors M/s. Laxmikant Kabra & Co. LLP, Chartered Accountants, having
registration No. 117183W were re-appointed on 29th September, 2023 as the
Statutory Auditors of the Company for term of five consecutive years in accordance with
the provisions of the Companies Act, 2013, in the 35th Annual General Meeting of the
Company held in 202122 till the conclusion of 40th Annual General Meeting of
the Company held in 20262027.
Auditors Report:
The Report of M/s Laxmikant Kabra & Co LLP (Formerly known as Laxmikant Kabra &
Co.) for the financial year 2022-2023 do not contain any qualifications, observations or
comments on the Financial transactions or matters which have any adverse effect on the
functioning of the Company, however following observation made by the Auditor.
| Key Audit Matter |
How the matter was addressed in our Audit |
| The company has given unsecured loans and advances to various parties which is not the
main object / core business activity of the company. |
We have recognized the same on the fair value and interest income is recognized on
accrual basis. However, if the interest is not recoverable then management does not
recognise the same. |
Secretarial Audit Report:
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Pooja
Gandhi &Co., Practicing Company Secretaries, Mumbai, in accordance with Provisions of
Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II and
forms part of this Report.
The Secretarial Auditors have in their report observed as follows:
1. Non-Compliance with regulation 31 regarding the entire promoter shareholding to be
in dematerialized form and less than 50% public holding is in dematerialized form.
2. As the website of the Company is under maintenance and so the details could not be
verified.
3. The Independent Directors of the Company are not registered on IICA, Independent
Directors Databank.
Remarks on Observation of Secretarial Auditor:
1. The Company is regularly pursuing promoters, promoter groups and other shareholders
whose shares are in physical mode for the compliance with the SEBI order directly and/or
through the Companys Share Transfer agent for getting their respective shares
dematerialized.
2. The Company is under process of updating their website.
3. The Independent Directors are pursued to get registered on IICA, Independent
Directors Databank & also to give the exams for the same
Cost Auditors:
Requirements for Appointment of Cost Auditors 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 2022-2023 has been paid.
Directors Responsibility Statement:
In accordance with the provisions of Section134 (5) of the Companies Act 2013, your
directors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March,
2023, the applicable Ind-AS had been followed along with proper explanation relating to
material departures;
b) The directors had selected such accounting policies and applied the man made
judgments and estimates that are real prudent so as to give a true and fair view of the
state of affairs of the Company as at 31st March,2023.
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
f) The proper internal financial controls are in place and that such internal financial
controls are adequate and are operating effectively.
g) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgment:
The Directors express their sincere appreciation to the valued shareholders, bankers,
professionals, clients and devoted employees for their support.
|
For and on behalf of the Board of Directors |
|
Sd- |
Sd- |
| Place: Mumbai |
Mr. Prakash Shah |
Mr. Shirish Shetye |
| Date: 19th August, 2023 |
Director |
Director |
|
DIN: 01136800 |
DIN: 00148086 |
+91-9892691696
