biofil chemicals share price Directors report

To,

The Members,

BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED

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 Companys performance during the financial year ended March 31,2023 as compared to the previous financial year is summarized below:

(Amount in Lakhs except EPS)

	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:

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 2022-23.

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 Companys 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 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 arms length basis.

All Related Party Transactions entered during the year 2022-23 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 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.

• 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. 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.

• 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.

• 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 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

• 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

• 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)

• 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) 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 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 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.

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:

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 Companys internal financial controls were adequate and effective during the financial year 2022-23.

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 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:

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.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.

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 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

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 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 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:

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 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, 2023 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 2023-2024 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 Companies Act, 2013.

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 SEBI 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 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 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, 2023.

> 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 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. 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	14th August, 2023 Indore	Ramesh Shah Chairman & Managing Director (DIN: 00028819)	Ketan Shah Whole Time Director (DIN: 08818212)