Dear Shareholders
Your Directors present their Report together with the audited financial statements of
your company for the year ended March 31, 2020.
1. STATE OFAFFAIRS, FINANCIAL PERFORMANCEAND FUTURE OUTLOOK:
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY
The performance highlights and summarized financial results of the Company are given
below:
|
|
(Amount in Lakhs except EPS) |
| PARTICULARS |
Year ended 31st March 2020 |
Year ended 31st March 2019 |
| Total Income |
2986.17 |
2322.98 |
| Total Expenditure |
2839.76 |
2263.15 |
| Profit/(Loss) before Exceptional & Extraordinary Items & Tax |
146.41 |
59.83 |
| Exceptional Items |
0.00 |
0.00 |
| Extraordinary Items |
0.00 |
0.00 |
| Profit/(Loss) before tax |
146.41 |
59.83 |
| Provision for Tax |
|
|
| - Current Tax |
24.88 |
11.51 |
| - Deferred Tax |
0.00 |
0.00 |
| - Earlier year Tax |
0.81 |
0.09 |
| Profit/Loss after tax |
120.72 |
48.23 |
| Other comprehensive Income ( Net of Tax) |
2.62 |
0.00 |
| Total Comprehensive Income |
123.34 |
48.23 |
| Paid up Equity Share Capital |
1627.38 |
1627.38 |
| Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) |
0.74 |
0.30 |
1.2 OPERATIONALAND STATE OF COMPANY'S AFFAIR
During the financial year, your company has achieved total turnover of Rs.2986.17 Lacs
in comparison to previous year's turnover of Rs. 2322.98 Lacs and earned net profit of Rs.
120.72 lacs in comparison to previous year's net profit of Rs. 48.23 lacs.
Further Plastic division of the Company was not carrying on any business activities
during the last nine quarters, since second quarter of July of the year 2017, consequently
there were minimum bearing expenses against zero income and the division was running into
loss, hence the Board decided to close the unit in their meeting held on 14th February
2020.
1.3FUTURE OUTLOOK
The Company is major producer and trader of Ferrous Sulphate and Calcium (Salt) which
are the main supplements of Ferrous Sulphate and Folic acid Tablets (IP) and needed by
every expectant mother and during lactation period and calcium & Vit D3 Tablets which
helps in strengthening the bones. Further, looking into the increasing demands in Covid 19
pandemic for daily basic consumables such as respirator masks, gowns, visors and swabs,
Company started manufacturing of masks.
Looking into the future prospects, your company shall continue to grow its business
with leading pharmaceutical Central Public Sector Enterprises, Bengal Chemicals and
Pharmaceuticals Limited for providing C&F facility and HLL Lifecare Limited for
providing job work facility. Company has also applied for ISIN mark. Further Company is
also planning to add on more drug such as Fenbanda and Nifedipine in their manufacturing
basket
1.4 CHANGE IN NATURE OF BUSINESS
During the year, there was no change in business activity of the company.
1.5 SHARE CAPITAL
The Paid-Up Equity Share Capital as at 31st March 2020 stood at Rs. 16,27,38,000/-.
During the year under review, the company has not issued shares with differential voting
rights nor has granted any stock option or sweat equity shares.
As on 31st March 2020, none of the Directors of the company hold instruments
convertible into equity shares of the Company.
1.6 IMPACT ON BUSINESS OPERATIONS OF YOUR COMPANY ON ACCOUNT OF COVID-19 PANDEMIC
Global disruption caused by CoVID-19 combined with a total nationwide lockdown has
resulted in significant economic contraction in India. However, Pharmaceuticals sector has
seen relatively lesser disruption being part of essential items. Hence, all our
manufacturing units were working and strictly following the guidelines issued by the
Central and State Governments. Although, there were certain challenges which impacted the
business being softer than normal such as Lack of availability of Raw Material,
transportation of Raw Material and Finished Goods. Further Being a part of essential
services sector, the Company continued their business & operations with the above
constraints.
2. EXTRACTOFANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9, as required
under Section 92 of the Companies Act, 2013 is annexed as Annexure - A and forms an
integral part of this Report and is also available on the website of the Company i.e.
www.biofilgroup.net.
3. NUMBEROF MEETINGS OF THE BOARD, ITS COMMITTEES & AGM
The details of the number of meetings of the Board and its committee held during the
Financial Year 2019-20 forms part of the Corporate Governance Report. Further, Annual
General Meeting of the Company for financial year 2018-19 was held on 26th September,
2019.
4. DIVIDEND
To conserve resources and plough back profits, your Directors have not recommended any
dividend for the year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
During the financial year, no amount has been transferred to any reserve.
6. DEPOSITS
The Company has not accepted any deposits, within the meaning of Section 73 of the
Companies 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 or
re-enactment thereof for the time being in force), the Company has not received any
unsecured loan from directors during the financial year.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES
During the financial year ended on 31st March 2020, the Company did not have any
subsidiary, joint venture or associate company.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In Compliance with Regulation 17(1)(c) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015 ('the Listing
Regulations'), and on recommendation of Nomination and Remuneration Committee of the
Company the Board of Directors in their Meeting held on 25th August 2020, Mr. Ashok Kumar
Ramawat (DIN: 08818263), was appointed as an Additional as well as Independent director of
the Company w.e.f. 25th August, 2020 and he shall hold the office as per the provision of
Section 161 of the Companies Act, 2013, till the date of the ensuing Annual General
Meeting. The company has received a notice as per the provisions of Section 160(1) of the
Companies Act, 2013 from a member in writing proposing his candidature for the office of
Director.
Further, Shri Ketan Shah (DIN: 08818212) was appointed as additional director as well
as Whole Time Director of the company for period of 3 years with effect from 25th August,
2020 to 24th August, 2023 in Board of Directors meeting held on 25th August, 2020 subject
to approval of members in ensuing Annual General Meeting. The Company has received notice
in writing from member proposing his candidature for continuance as a director as well as
Whole Time Director.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Shri Romil Shah (DIN:00326110), Non Executive Director,
retires by rotation at the forthcoming Annual General Meeting and, being eligible offers
himself for re-appointment. The Board recommends his re-appointment for the consideration
of the Members of the Company at the ensuing Annual General Meeting.
The following have been designated as the Key Managerial Personnel of the Company
pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
1. Shri Ramesh Shah, Managing Director
2. Shri Ketan Shah, Whole time Director w.e.f. 25th August 2020
3. Ms. Shikha Khilwani, Company Secretary and Compliance Officer
4. Shri Jitendra Kumar Sahu, Chief Financial Officer
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 appraised the same and found that none of the 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 Company
as required under Section 149(7) of the Companies Act, 2013 confirming that they fulfil
the criteria of independence as prescribed under subsection (6) of Section 149 of the
Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI Listing
Regulations').
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures in adoption of these standards;
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 the 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.
11. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have been disclosed
on 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 on 21st February, 2020. 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. Your Company has an adequately
qualified and experienced Audit Committee with Smt. Shaila Jain (Chairperson), Shri
Subhash Chandra Swarnkar and Shri Ashok Kumar Ramawat. However Shri Romil Shah removed
from the membership of the committee by the Board w.e.f. 25th August, 2020 and the
Committee was reconstituted on 25th August, 2020 and Shri Ashok Kumar Ramawat included as
Member of the Committee. 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 Directors 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. STATEMENTINDICATING THE MANNERINWHICH 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 performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
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. 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.
15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S186
The Company has not provided any loans and guarantees or made investments pursuant to
Section 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, your
Company has formulated a Policy on Related Party Transactions which is also available on
the Company's website at web link: http://
www.biofilgroup.net/Policies/Policy%20for%20Related%20party%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 Arm's 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 Listing Regulations.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business 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 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, in Form AOC-2
is set out as Annexure B and form part of this report.
Your Directors draw your attention to Note No. 36 to the financial statements, which
set 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 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 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 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) The expenditure incurred on Research and Development: The Company has not incurred
any expenditure on Research and Development during the year under review.
| (C) FOREIGN EXCHANGE EARNINGS AND OUTGO : |
|
|
| Particulars |
2020 |
2019 |
| Foreign Exchange Earnings: |
NIL |
NIL |
| Foreign Exchange Outgo: |
NIL |
NIL |
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS
Your Company's Financial Statements are prepared on the basis of the Significant
Accounting Policies that are carefully selected by Management and approved by the Audit
Committee and the Board. These Accounting policies are reviewed and updated from time to
time. Your Company has in place adequate Internal Financial Controls with reference to the
Financial Statements commensurate with the size, scale and complexity of its operations.
Such controls have been assessed during the year under review taking into consideration
the essential components of internal controls stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered
Accountants of India. Based on the results of such assessments carried out by Management,
no reportable material weakness or significant deficiencies in the design or operation of
Internal Financial Controls was observed.
The Audit Committee of the Board of Directors and statutory auditors are periodically
appraised 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. Also, the report of statutory auditors on the internal financial control system is
part of the Audit Report of the Company. However, your Company recognizes that Internal
Financial Controls cannot provide absolute assurance of achieving financial, operational
and compliance reporting objectives because of its inherent limitations. Accordingly,
regular audits and review processes ensure that such systems are reinforced on an ongoing
basis.
19. CORPORATE SOCIAL RESPONSIBILITY(CSR)
Provisions of Section 135 of the Companies Act, 2013 does not apply to the Company,
therefore Company has not constituted Corporate Social Responsibility (CSR) committee as
required under the Act.
20. 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 Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors formulated the
Nomination and Remuneration Policy of your Company on the recommendations of the
Nomination and Remuneration Committee. The Nomination and Remuneration Policy of the
company is available on the website of the Company at http://www.biofilgroup.net/Policies/Policy%20for%20the%20%20Nomination%
20&%20Remuneration.pdf
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-C and forms an integral part of this
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.
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.
21. REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSIONANALYSIS:
As per Regulation 34(3) read with Part E of 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 Company's performance is discussed in the Management
Discussion and Analysis Report, which also forms part of this Annual Report.
22. DISCLOSURE ON ESTABLISHMENTOFAVIGILMECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism/Whistle Blower Policy to provide a
frameworkfor promoting responsible and secure whistle blowing and to provide a channel to
the employee(s), Directors and other stakeholders to report to the management, concerns
about unethical behavior, actual or suspected fraud or violation of the code of conduct or
policy/ies of the Company. The details of said vigil mechanism are given in Corporate
Governance Report, which forms part of this Annual Report.
23. SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
ORTRIBUNALSIMPACTINGTHE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
24. SECRETARIALAUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has
appointed M/s. L. N. Joshi & Company, Practicing Company Secretary, Indore to conduct
Secretarial Audit of the company for the year ended March 31, 2020. The Secretarial Audit
report given by Secretarial Auditor is annexed as ANNEXURE-D and forms an integral
part of this Report.
EXPLANATION TO SECRETARIALAUDITOR'S REMARKS
With respect to the observations of the Secretarial Auditor, the Board replies
hereunder:-
• Due to technical issue Annual Report with Notice of AGM submitted to Stock
Exchanges after commencement of dispatch to its shareholders. However, same has been
submitted by the Company to the Exchanges before 21 days from the date of Annual General
Meeting.
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 32ndAnnual
General Meeting held on 25th September, 2017, for a term of five consecutive years.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018,
amending
Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of
appointment of Auditors by the Members at every AGM has been omitted and hence your
Company has not proposed ratification of appointment of M/s Maheshwari & Gupta,
Chartered Accountants at the forthcoming AGM.
EXPLANATION TO AUDITOR'S 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 report by statutory
auditors 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, 2013,
read with the Companies (Cost Records & Audit) Rules, 2014, therefore, no such records
are required to be maintained and company is not required to appoint cost auditor for the
financial year 2019-20.
27. 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 the certificate from M/s L N Joshi and Company (CP No. 4216), Practicing
Company Secretary for providing required Compliance Report for financial year ended 31st
March, 2020 and same has been filed with both the stock exchanges in prescribed time.
28. INTERNALAUDITOR
The Board has appointed M/s Sethiya Khandelwal & Company, Chartered Accountants
Indore, as Internal Auditor of the company and takes his suggestions and recommendations
to improve and strengthen the internal control systems. His scope of work includes review
of operational efficiency, effectiveness of systems & processes, compliances and
assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit recommendations including
those relating to strengthening of the Company's risk management policies and systems.
29. 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. The Code of conduct is
available on Company's website at the web link: http://
www.biofilgroup.net/Policies/Code%20of%20Conduct%20of%20BCPL.pdf.
All Board members and senior management personnel have confirmed compliance with the
Code. Declaration on adherence to the code of conduct is forming part of the Corporate
Governance Report.
30. MD/CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations, the Managing Director
and Chief Financial Officer of the Company have certified to the Board regarding the
Financial Statements for the year ended 31st March, 2020 and same was reviewed by the
Board of Directors and is annexed to the Corporate Governance Report.
31. CODEFORPROHIBITIONOFINSIDERTRADINGPRACTICES:
On December 31, 2018, Securities and Exchange Board of India amended the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, prescribing
various new requirements with effect from April 1, 2019. In line with the amendments, the
Company has adopted an amended Code of Conduct to regulate, monitor and report trading by
Designated Persons and their Immediate Relatives & Connected Persons under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
32. 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 enterprise. 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.
33. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
Global disruption caused by CoVID-19 combined with a total nationwide lockdown has
resulted in significant economic contraction in India. However, Pharmaceuticals sector has
seen relatively lesser disruption being part of essential items. Hence, all our
manufacturing units were working and strictly following the guidelines issued by the
Central and State Governments. Although, there were certain challenges which impacted the
business being softer than normal such as Lack of availability of Raw Material,
transportation of Raw Material and Finished Goods. Further being a part of essential
services sector, the Company continued their business & operations with the above
constraints.
Apart from this there is no material changes and commitments affecting the financial
position of the company have occurred between the end of the financial year to which the
financial statements relate and the date of this Board's report
34. ENVIRONMENTANDSAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances environmental regulations and preservation of
natural resources.
35. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONS REDRESSAL) ACT,
2013
The Company has in place 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.
36. LISTING OF SHARES
Company's shares listed on BSE Limited & National Stock Exchange of India Ltd. The
company has paid annual listing fee for financial year 2020-2021 to both the Stock
Exchanges.
37. INSURANCE
The Company's assets are adequately insured against the loss of fire and other risk, as
consider necessary by the Management from time to time. The Company has also taken
insurance cover for any claims/losses arising out of its core business of Pharmaceuticals
and Chemicals.
38. BUSINESSRESPONSIBILITYREPORT
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, 2020.
39. COMPLIANCE OF SECRETARIAL STANDARD
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been
duly followed by the Company.
40. DEPOSITORYSYSTEM
Your Company's 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 of the facility of
Dematerialization of the Company's shares on either of the Depositories mentioned as
aforesaid. The Company has paid the annual custodian fee to both the depositories for the
financial year 2020-21.
41. INDUSTRIAL RELATIONS
Company's Industrial relations continued to be healthy, cordial and harmonious during
the period under review.
42. ACKNOWLEDGMENT
The Board of Directors wish to place on record its sincere appreciation for the support
and co-operation received from all its stakeholders including customers, promoters,
shareholders, bankers, and suppliers, various departments/ agencies of State and Central
Government and business associates of the Company.
Your Board recognizes and appreciates the contribution made by all employees at all
levels that ensures sustained performance.
|