Your Directors present their Report together with the audited financial statements ofyour company for the year ended March 31 2019.
1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY
The performance highlights and summarized financial results of the Company are givenbelow:
| ||(Rupees in Lakhs except EPS) |
|PARTICULARS ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Total Income ||2322.98 ||1246.07 |
|Total Expenditure ||2263.15 ||1187.25 |
|Profit/(Loss) before Exceptional & Extraordinary Items & Tax ||59.83 ||58.81 |
|Exceptional Items ||0.00 ||0.00 |
|Extraordinary Items ||0.00 ||0.00 |
|Profit/(Loss) before tax ||59.83 ||58.81 |
|Provision for Tax || || |
|Current Tax ||11.51 ||11.30 |
|Deferred Tax ||0.00 ||0.00 |
|Earlier year Tax ||0.09 ||0.44 |
|Profit/Loss after tax ||48.23 ||47.07 |
|Other comprehensive Income ( Net of Tax) ||0.00 ||0.00 |
|Total Comprehensive Income ||48.23 ||47.07 |
|Paid up Equity Share Capital ||1627.38 ||1627.38 |
|Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) ||0.30 ||0.29 |
1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIR AND OUTLOOK:
During the financial year your company has achieved total turnover of Rs.2322.98 Lacsin comparison to previous year's turnover of Rs.1246.07 Lacs and earned net profit of Rs.48.23 lacs in comparison to previous year's net profit of Rs. 47.07 lacs.
The Company is major producer and trader of Ferrous Sulphate and Calcium (Salt) whichare the main supplements of Ferrous Sulphate and Folic acid Tablets (IP) and needed byevery expectant mother and during lactation period and calcium & Vit D3 Tablets whichhelps in strengthening the bones.
Looking into the future prospects your company shall continue to grow its businesswith leading pharmaceutical Central Public Sector Enterprises Bengal Chemicals andPharmaceuticals Limited for providing C&F facility and HLL Lifecare Limited forproviding job work facility.
1.3 CHANGE IN NATURE OF BUSINESS
During the year there was no change in business activity of the company.
1.4 SHARE CAPITAL
The Paid-Up Equity Share Capital as at 31st March 2019 stood at Rs. 162738000/-.During the year under review the company has not issued shares with differential votingrights nor has granted any stock option or sweat equity shares. As on 31st March 2019none of the Directors of the company hold instruments convertible into equity shares ofthe Company.
2. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure - A and forms anintegral part of this Report and is also available on the website of the Company i.e.www.biofilgroup.net.
3. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & AGM
The details of the number of meetings of the Board and its committee held during theFinancial Year 2018-19 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for financial year 2017-18 was held on 27th September2018.
To conserve resources and plough back profits your Directors have not recommended anydividend for the year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
During the financial year no amount has been transferred to any reserve.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS.
Pursuant to Section 2(31) of Companies Act 2013 Read with Rule 2(1)(viii) of Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification orre-enactment thereof for the time being in force) the Company has not received anyunsecured loan from directors during the financial year.
7. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES COMPANIES
During the financial year ended on 31st March 2019 the Company did not have anysubsidiary joint venture or associate company.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Romil Shah (DIN: 00326110) Non ExecutiveDirector retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. The Board recommends his re-appointment forthe consideration of the Members of the Company at the ensuing Annual General Meeting.
Further term of office of Shri Subhash Chandra Swarnkar (DIN: 01658151) as anIndependent Director will expire on August 12 2020. The Board of Directors onrecommendation of the Nomination and Remuneration Committee has proposed re-appointment ofShri Subhash Chandra Swarnkar (DIN: 01658151) as an Independent Director of the Companyfor a second term of 5 (Five) consecutive years on the expiry of his current term ofoffice for the consideration of the Members of the Company at the ensuing Annual GeneralMeeting. The Company has received the requisite Notice from a Member in writing proposinghis appointment as Independent Director.
During the financial year under review there was no change in the Board of Directors& KMPs of the Company. The following have been designated as the Key ManagerialPersonnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:
1. Shri Ramesh Shah Managing Director
2. Ms. Shikha Khilwani Company Secretary and Compliance Officer
3. Shri Jitendra Kumar Sahu Chief Financial Officer
DISQUALIFICATIONS OF DIRECTORS
During the year declarations were received from the Directors of the Company pursuantto Section 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Companyas required under Section 149(7) of the Companies Act 2013 confirming that they fulfilthe criteria of independence as prescribed under subsection (6) of Section 149 of theCompanies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('the ListingRegulations').
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: i. in the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures in adoption of these standards; ii. the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany 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 adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 Directorshave laid down internal financial controls to be followed by the Company and such internalfinancial controls are adequate and operating effectively; vi. the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
11. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have been disclosedon website of the Company at web link:http://www.biofilgroup.net/Appointment%20letter%20Independent%20Director/Familiarization%20programme%20to%20Independent%20Directors.pdf
12. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year as on 30th March 2019. The Meetingwas conducted in an informal manner without the presence of the Chairman the Whole TimeDirector 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 goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee with Smt. Shaila Jain (Chairperson) Shri RomilShah and Shri Subhash Chandra Swarnkar as Members. The recommendations of the AuditCommittee 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 referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Report.
14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES
The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his/her role. The Directors were satisfied with the evaluation results which reflectedthe overall engagement of the Individual Directors the Board as a whole and itsCommittees with the Company.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments
15. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186
The Company has not provided any loans and guarantees or made investments pursuant toSection 186 of the Companies Act 2013 during the financial year under review.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at web link: http://www.biofilgroup.net/Policies/Policy%20for%20Related%20party%20transaction.pdf. The Policyintends to ensure that proper reporting approval and disclosure processes are in placefor all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subjectedto independent review by an Audit Committee to establish compliance with the requirementsof Related Party Transactions under the Companies Act 2013 and Listing Regulations.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. The Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement which were entered during the year by your Company are givenseparately in notes to the financial statements. Further the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is set out as Annexure-B and form part of this report.
Your Directors draw your attention to Note No. 36 to the financial statements whichset out related party disclosures.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven 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 andmaximum possible saving of energy. (ii) The steps taken by the company for utilisingalternate sources of energy: The Company has used alternate source of energy whenever andto the extent possible (iii) The capital investment on energy conservation equipment's:Nil
(B) Technology Absorption :
(i) The efforts made towards technology absorption : Not Applicable.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year) : Not Applicable.
(iv) The expendicture incurred on Research and Development: Company has not incurredany expenditure on Research and Development during the year under review.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO :
There was neither inflow nor outflow of foreign exchange during the year.
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS
Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Thecompany's internal control system is commensurate with its size scale and complexities ofits operations; the internal and operational audit is entrusted to M/s. Sethiya Khandelwal& Co. Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.
The audit committee of the board of directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.
The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the audit committee of the board. To maintain its objectivity andindependence the internal audit function reports to the chairperson of the auditcommittee. Report of Statutory Auditors for internal financial control system is part ofAudit Report.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act 2013 does not apply to the Companytherefore Company has not constituted Corporate Social Responsibility (CSR) committee asrequired under the Act.
20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The Nomination and Remuneration Policy of thecompany is available on the website of the Company athttp://www.biofilgroup.net/Policies/Policy%20for%20the%20%20Nomination%20&%20Remuneration.pdf The Disclosure required under Section 197(12) of the CompaniesAct 2013 read with the Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended up to date is annexed as Annexure-C andforms an integral part of this Report.
None of the employee of the company is drawing more than Rs. 10200000/- per annum orRs. 850000/- 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 Act2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable during the year under review.
Further Company did not have any holding or subsidiary company therefore receipt ofthe commission or remuneration from holding or subsidiary company of the company asprovided under section 197(14) of Companies Act 2013 is not applicable.
21. REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the PracticingChartered Accountants confirming compliance forms an integral part of this Report.
A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism/Whistle Blower Policy to provide aframework for promoting responsible and secure whistle blowing and to provide a channel tothe employee(s) Directors and other stakeholders to report to the management concernsabout unethical behavior actual or suspected fraud or violation of the code of conduct orpolicy/ies of the Company. The details of said vigil mechanism is given in CorporateGovernance Report which forms part of this Annual Report.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. L. N. Joshi Practicing Company Secretary Indore to conduct SecretarialAudit of the company for the year ended March 31 2019. The Secretarial Audit report givenby Secretarial Auditor of the company is annexed as ANNEXURE-D and forms an integral partof this Report.
EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS
With respect to the observations of the Secretarial Auditor the Board replieshereunder:-
1. As on 31st March 2019 2262500 Equity Shares held by Promoter & Promoter Groupwere not in Demat Form.
Company had re-issued 2262500 Forfeited Equity Shares in physical mode which could notbe dematerialized due to pending of listing approval from stock exchanges till 31st March2019. However company has received listing approval from both the stock exchanges andaforesaid shares have also been dematerialized on 4th July 2019.
2. SEBI had condoned the delay w.r.t Compliance with Reg. 77(1) of SEBI (ICDR)Regulations 2009.
At the time of listing application National Stock Exchange of India Limited (NSE)sought clarification on the provisions of Regulation 77(1) of SEBI (Issue of Capital andDisclosure Requirement) Regulations 2009 which states that "Full consideration ofspecified securities other than warrants issued shall be paid by the allottees at the timeof allotment of such specified securities".
Company had reissued forfeited equity shares at Rs. 7/- each in 2011 and after that in2015 remaining Rs. 3/- was called from respective allottees. To condone such delay companyhad made an application to SEBI for giving clarification/exemption for calling remainingamount of Rs. 3/- for reissue of 5712500 forfeited equity shares. It was also submittedthat Company has not violated any provision of Reg. 77(1) of SEBI(ICDR) Reg. 2009 asforfeited equity shares were reissued as per erstwhile listing agreement and CompaniesAct 1956.
On request of the company SEBI has condoned the delay for calling remaining amount ofRs. 3/- each from allottee for reissue of forfeited equity shares.
3. Company had reissued 5712500 forfeited equity shares in year 2011 but still listingand trading approval pending from stock exchanges till 31st March 2019.
Company had re-issued 5712500 Forfeited Equity Shares in 2011 for which listing andtrading approvals were pending from both the Stock Exchanges till 31st March 2019.However company has received Listing and Trading Approval from both the Stock Exchanges inJuly 2019.
25. STATUTORY AUDITORS
M/s Maheshwari & Gupta Chartered Accountants Indore (ICAI Firm Registration No.006179C) were appointed as Statutory Auditors of your Company in the 32nd Annual GeneralMeeting held on 25th September 2017 for a term of five consecutive years. Pursuant tothe Notification issued by the Ministry of Corporate Affairs on 7th May 2018 amendingSection 139 of the Companies Act 2013 the mandatory requirement for ratification ofappointment of Auditors by the Members at every AGM has been omitted and hence yourCompany has not proposed ratification of appointment of M/s Maheshwari & GuptaChartered Accountants at the forthcoming AGM.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered
Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Boardof the ICAI.
EXPLANATION TO AUDITOR'S REMARKS
The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.
Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub-section (12) of section 143 of Companies Act 2013.
26. COST AUDIT
The company does not falls within the provisions of Section 148 of Companies Act 2013read with the Companies (Cost Records & Audit) Rules 2014 therefore no such recordsare required to be maintained and company is not required to appoint cost auditor for thefinancial year 2018-19.
27. INTERNAL AUDITOR
The Board has appointed M/s Sethiya Khandelwal & Company Chartered AccountantsIndore as Internal Auditor of the company and takes his suggestions and recommendationsto improve and strengthen the internal control systems. His scope of work includes reviewof operational efficiency effectiveness of systems & processes compliances andassessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.
28. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct ("the Code") for allBoard members and senior management personnel of your Company. The Code of conduct isavailable on Company's website at the web link: http://www.biofilgroup.net/Policies/Code%20of%20Conduct%20of%20BCPL.pdf All Board members andsenior management personnel have confirmed compliance with the Code. Declaration onadherence to the code of conduct is forming part of the Corporate Governance Report.
29. MD/CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2019 and same was reviewed by theBoard of Directors and is annexed to the Corporate Governance Report.
30. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
On December 31 2018 Securities and Exchange Board of India amended the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 prescribingvarious new requirements with effect from April 1 2019. In line with the amendments theCompany has adopted an amended Code of Conduct to regulate monitor and report trading byDesignated Persons and their Immediate Relatives & Connected Persons under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.
31. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board of Directors has adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.
32. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year to which the financial statementsrelate and at the date of this Board's report.
33. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.
35. LISTING OF SHARES
Company's shares listed on Bombay Stock Exchange Limited & National Stock Exchangeof India Ltd. The company has paid annual listing fee for financial year 2019-20 to boththe Stock Exchanges. Further please note that Bombay Stock Exchange and National StockExchange of India Limited in their letter dated 11th July 2019 have granted listing andtrading approval w.e.f. 12th July 2019 for 5712500 forfeited equity shares re-issued topromoters and non promoters on preferential basis which were allotted on 31.03.2011.
The Company's assets are adequately insured against the loss of fire and other risk asconsider necessary by the Management from time to time. The Company has also takeninsurance cover for any claims/losses arising out of its core business of Pharmaceuticalsand Chemicals.
37. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2019
38. COMPLIANCE OF SECRETARIAL STANDARD
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
39. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid. The Company has paid the annual custodian fee to both the depositories.
40. INDUSTRIAL RELATIONS
Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.
The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by the employee investors stakeholders banksand other regulatory authorities.
| ||On behalf of the Board of Directors |
| ||Biofil Chemicals and Pharmaceuticals Ltd. |
| ||Ramesh Shah ||Romil Shah |
|Place : Indore || || |
|Date : 13th August 2019 ||Managing Director ||Director |
| ||(DIN: 00028819) ||(DIN: 00326110) |