Biofil Chemicals & Pharmaceuticals Ltd Directors Report.

To,

The Members,

BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED Indore (M.P.)

Your Directors have the pleasure of presenting the 37th 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, 2022.

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, 2022, 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 Companys performance during the financial year ended March 31,2022 as compared to the previous financial year is summarized below:

(Amount in Lakhs except EPS)

PARTICULARS Year ended 31st March 2022 Year ended 31st March 2021
Total Income 2253.26 3655.04
Total Expenditure 2151.77 3463.15
Profit/(loss) before exceptional items and tax 101.49 191.89
Exceptional Item 0 0
Profit/(Loss) before tax 104.49 191.89
Provision for Tax
Current Tax 27.10 32.75
Deferred Tax 4.02 35.45
Adjustment of tax relating to earlier periods 0.53 (0.44)
Profit/(Loss) after tax 69.84 124.13
Other comprehensive Income ( Net of Tax) 1.01 0.46
Total Comprehensive Income 70.85 124.59
Paid up Equity Share Capital 1627.38 1627.38
Earning per share (Rs.10/- each)
Basic & Diluted (in Rs.) 0.44 0.77

During the financial year 2021-22, Company has total income of Rs. 2253.26 Lacs as against Rs. 3655.04 Lacs. Further during the year, company earned net profit after tax before comprehensive income of Rs. 69.84 Lacs as against Rs. 124.13 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 enhanced 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 Further Company is working on directions given by (SEIAA), Madhya Pradesh in terms of modification in factory which is expected to be completed by this Diwali for inspection so as to get final clearance from (SEIAA), Madhya Pradesh and will start new production by this December 2022.

1.3 COVID-19 PANDEMIC:

Multiple Covid waves were challenging for all of us as new variants affected diverse geographies at different times, thereby significantly impacting lives and livelihoods. The last wave witnessed low hospitalization and mortality rates. Safety protocols remained in place and the leadership team of your Company closely monitored all regions.

2. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 as amended from time to time, the Annual Return of the Company for Financial Year 2021-22 is available on the Companys website at weblink http://www.biofilaroup.net/stock-exchanae/Form%20MGT 7 BCPL%202022 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. 2021-22 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, 2022.

5. 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)(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 2021-22.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31st March, 2022, 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 2021-22 forms part of the Corporate Governance Report.

Further, Annual General Meeting of the Company for Financial year 2020-21 was held on 27th September, 2021.

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.

During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI

Listing Regulations. The updated Policy can be accessed on the Companys website at

https://www.biofilgroup.net/Policies/Policv%20for%20Related%20partv%20transaction.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 placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arms Length. 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.

All Related Party Transactions entered during the year 2021-22 were in Ordinary Course of the Business and at Arms 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.

Constitution of the Board

As on date of Report, Board of directors are comprising of total 6 (Six) Directors namely:

1. Mr. Ramesh Shah, Chairman and Managing Director

2. Mr. Ketan Shah, Whole Time Director

3. Mr. Romil Shah, Non Executive Non Independent Director

4. Mrs. Shaila Jain, Non Executive Independent Director

5. Mr. Ashok Kumar Ramawat, Non Executive Independent Director

6. Mr. Satish Beohar, Non Executive Independent Director

The Chairman of the Board is Executive Director related to promoter. The Board members are highly qualified with the 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.

Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Romil Shah, Non-Executive Non Independent Director (DIN: 00326110) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Change in Directors and Regularization of Directors

During the financial year, the office of Mr. Subhashchandra Swarnakar (DIN: 01658151) Non-Executive Independent Director of the Company vacated with effect from 15th April, 2021 due to his sudden demise. Your Board conveys deep sympathy, sorrow and condolences for such irreparable loss to the Company.

Further Board of Directors in their meeting held on 30th June, 2021, considered appointment of Mr. Satish Beohar (DIN: 09220291) as an Additional Director as well as Non Executive Independent Director of the Company for a period of five years with effect from 30th June, 2021 to 29th June, 2026, which has been subsequently approved by members in 36th Annual General Meeting held on 27th September, 2021.

• 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.

• Key Managerial Personnel

As on the date of Board Report, Mr. Ramesh Shah (DIN: 00028819), Chairman & Managing Director; Mr. Ketan Shah (DIN: 08818212), Whole-time Director; and Ms. Shikha Khilwani, Company Secretary and Compliance Officer; have been categorized as the Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

• Change in Key Managerial Personnel

Board of Directors in their Meeting held on 13th August, 2021 approved the appointment of Mr. Ramesh Shah (Managing Director) (DIN: 00028819) as Chairman of the Board and Company for term of five years w.e.f. 1st October, 2021 to 30th September, 2026 which has been subsequently approved by members in 36th Annual General Meeting held on 27th September, 2021.

Further, during the current financial year, Mr. Jitendra Kumar Sahu has resigned from the post of Chief Financial Officer w.e.f. 30th June, 2022 due to propose shifting at other location to avail good opportunity. Board of Directors in their Board meeting held on 9th August 2022 placed on record his deep appreciation for valuable guidance given by him during his tenure as Chief Financial Officer of the Company.

• 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 having following 3 (Three) Independent Directors;

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

2. Mrs. Shaila Jain (DIN: 00326130)

3. Mr. Satish Beohar (DIN: 09220291)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, not liable to retire by rotation.

• 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.

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) and 25(8) of SEBI Listing Regulations as amended from time to time.

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.

However, Mr. Ashok Kumar Ramawat (DIN: 08818263) and Mr. Satish Beohar (DIN: 09220291) Independent Directors of the Company are required to clear online proficiency self-assessment test.

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on 31st March, 2022. 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 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. Further office of Mr. Subhashchandra Swarnakar (DIN: 01658151) Non Executive Independent Director of the company was vacated w.e.f. 15th April, 2021 due to his sudden demise. Accordingly he also vacated from membership of the Audit committee from above said date. Further Mr. Satish Beohar (DIN:09220291) was appointed as an Additional as well as Non-Executive Independent Director of the Company w.e.f. 30th June, 2021. The Board of Directors in their Board Meeting held on 30th June, 2021 has re-constituted the Audit Committee consisting of Smt. Shaila Jain (Chairperson) (DIN: 00326130), Shri Ashok Kumar Ramawat (DIN: 08818263) and Shri Satish Beohar (DIN: 09220291), Non Executive Independent 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

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 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:

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. Further details are reported in Corporate Governance Report.

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

During the year under review, the Board of Directors in their meeting held on 30th June, 2021 based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Satish Beohar (DIN: 09220291) as Additional Director as well as Non Executive Independent Director of the Company.

Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, 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:

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, whenever and to the extent possible.

(iii) The capital investment on energy conservation equipments: 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.

(C) Foreign Exchange earning/outgo:

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 Companys 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 companys internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to M/s. 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 is part of Audit Report.

18. 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 Companys website at web-link https://www.biofilgroup.net/Policies/Policy%20for%20the%20%20Nomination%20&%20Remuneration.pdf 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.

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

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.

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 of Corporate Social Responsibility are not applicable to the Company.

20. 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 Companys 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 Companys 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 No Person has been denied access to the Audit Committee.

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 M/s. L. N. Joshi & Company, Practicing Company Secretaries, Indore to conduct the Secretarial Audit of the Company for year ended March 31, 2022. 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 SEBI/HO/ISO/ISO/CIR/P/2020/168 dated 09th September, 2020 regarding PIT Regulations, Company has not updated its promoters/ designated person name in the designated depository through system driven disclosure mechanism in prescribed time limit.

Due to technical issue data of one of the independent director could not be updated with designated depository through system driven disclosure mechanism, however same has been updated with delay of 50 days.

23. STATUTORY AUDITOR:

Members are aware that M/s. Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No. 006179C) the Statutory Auditors of the company who were appointed at the 32nd Annual General Meeting (AGM) of the Company held on 25th September, 2017 for a period of 5 years, retires at the ensuing 37th Annual General Meeting. The Board has on the recommendation of Audit Committee proposed to re-appoint M/s. Maheshwari & Gupta, Chartered Accountants, as the statutory auditors of the company for a further period of 5 years from the conclusion of 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held in the calendar year 2027. M/s. Maheshwari & Gupta, Chartered Accountants, have given eligibility certificate that they are in compliance with the conditions provided in Section 139(1) read with Section 141 of the Companies Act, 2013.

EXPLANATION TO AUDITORS 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:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, your Company has appointed M/s 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 Companys internal control environment and monitors

the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

25. 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.

26. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24(A) of the SEBI (LODR) Regulation, 2015, listed entities to obtain Annual Secretarial Compliance Report from a Practicing Company Secretary for compliance of all applicable SEBI Regulations and circulars/guidelines issued there under. The Company has obtained from M/s. L N Joshi and Company (CP No. 4216), Practicing Company Secretary required Annual Secretarial Compliance Report for the year ended 31st March, 2022 and same has been filed with both the stock exchanges (BSE Limited & National Stock Exchange of India Limited) within prescribed time.

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 Companys 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:

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.

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, 2022 and the date of signing of this Boards Report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys 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. 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.

32. LISTING OF SHARES:

Presently, Companys shares listed on BSE Limited & National Stock Exchange of India Limited. The company has paid annual listing fee for financial year 2022-2023 to both the Stock Exchanges (BSE Limited & National Stock Exchange of India Limited).

33. 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 Act.

34. DEPOSITORY SYSTEM:

Your Companys 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 Companys shares on either of the Depositories mentioned as aforesaid.

35. MD/CFO CERTIFICATION:

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

36. INSURANCE

The Companys 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 2022, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> During the financial year, 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 Companys 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, 2022.

> 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

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

39. 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.

For and on behalf of the Board of Directors BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED

Date Place : 09th August, 2022 : Indore Ramesh Shah Chairman & Managing Director (DIN: 00028819) Ketan Shah Whole Time Director (DIN: 08818212)