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23rd Annual Report

BIOFIL CHEMICALS & PHARMACEUTICALS LIMITED


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23rd Annual Report2O07-2OO8

Board of Directors:Shri Shri Ramesh Shah, Chairman & Managing Director.Shri Ramesh chimanlal Shah, DirectorShri Romil Shah, DirectorShri Navneet Bagree, DirectorMs. Shaila Jain, Director

Bankers:State Bank of Indore,Industrial estate Branch,INDORE.

IDBI Bank Ltd.,Ratlam Kothi Branch,INDORE

Auditors:S.N. Gadiya & Co.,Chartered Accountants241, Apollo Towers2, M.G. Road, Indore M.P.

Registered Office:11/12, Sector "E"Sanwer Road, Industrial Area,INDORE-452 015 (M.P.)

Share Transfer AgentAnkit Consultancy Pvt. Ltd.,4-A, Geeta Bhawan Chouraha,INDORE-452 001 (M.P.)

Contents Page

Notice,

Director's Report 5

Auditors' Report 14

Balance Sheet 16

Profit & Loss A/c 17

Notes on Accounts 22

Cash Flow Statement 25

[2]


23rd Annual Report2007-2008

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 23rd Annual General Meeting of the members of BIOFIL CHEMICALS ANDPHARMACEUTICALS LTD. will be held on Tuesday, the 30th September, 2008 At 2.00 P.M. at 1 1/12, Sector E, Sanwer Road,Industrial Area, Indore M.R

ORDINARY BUSINESSES:1 . To receive, consider and adopt the Audited Balance Sheet as at 31 st March, 2008 and the profit & Loss Account for the

year ended on same date and the Reports of Board of Directors & Auditors thereon.2. To appoint Director in place of Smt. Shaila Jain, who retires by rotation and being eligible offer herself for reappointment.3. To appoint Director in place of Shri Romil Shah Shah, who retires by rotation and being eligible offer himself for reappointment.4. To appoint Auditors of the Company and to fix their remuneration.

SPECIAL BUSINESS :

5. To consider and if, thought fit, to pass with or without modif icatin(s) the following resolution as special resolution:"RESOLVED THAT pursuant to the provisions of Section 198, 269, 309 and other applicable provisions, if any, and interms of Schedule XIII of the Companies Act, 1956 as amended upto date , Shri Ramesh Shah, be and is hereby re-appointed as Managing Director of the Company for a period of further 5 years with effect from 1 st October, 2008 to 30thSeptember, 2013 on the following terms, conditions, salary and perquisites:a. Salary : Rs.25,000/- (Rupees Twenty Five Thousand only) per month.b. Commission: A commission based on the net profit of the company as may be determined by the Board, subject to

overall ceiling laid down in section 198 and 309 of the Companies Act, 1956 and provided, however, the commissionwill be paid on pro-rata basis in the event of earlier cessation or termination of appointment.

c. Perquisites: In addition to the above salary Shri Ramesh Shah , Managing Director shall also be entitled to theperquisites (evaluated as per Income Tax Rule wherever applicable and at actual cost to the Company in other cases)like benefits of furnished accommodation/House Rent Allowance with gardener and security guard, gas, electricity,water and furnishings, chauffeur driven car and telephone at residence, medical reimbursement, personal accidentinsurance, leave and leave travel concession, club fees, provident fund, Superannuation fund, exgratia & gratuity inaccordance with the scheme(s) and rule(s) applicable to the members of the staff or any modification(s) that may bemade in any scheme/rule for the aforesaid benefits. However, perquisites shall be restricted to an amount 25% ofannual salary."

"RESOLVED FURTHER that where in any financial year the Company has no profits during the term of office of Mr.Ramesh shah In that case no remuneration shall be paid to Mr. Ramesh Shah. ""RESOLVED FURTHER that the Board of Directors be and are hereby authorized to vary, alter, increase or enhance /change from time to time, the terms and conditions of appointment and remuneration of Mr. Ramesh Shah subject to thelimit laid down under the applicable provisions of the Companies Act, 1956 and subject to the requisite approvals, if any,being obtained""RESOLVED FURTHER THAT for this purpose of giving effect to this resolution, the board of directors be and is herebyauthorized to do all such acts, deeds, matters and things as may in their absolute discretion deem necessary, expedient,usual and proper."

By Order of the Board.For Biofil Chemicals & Pharmaceuticals Ltd.

Sd/-Place : Indore (Ramesh Shah)Date : 25/08/2008 Managing Director

NOTES:1 . A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself

and such a proxy need not be a member of the company. The proxies in order to valid must be deposited at the registeredoffice of the company not less that 48 hours before the commencement of the meeting.

2. Register of the members and share transfer book of the company will remain closed from Tuesday, 23rd September 2008to Tuesday 30th September 2008 (both days inclusive) in terms of section 154 of the Companies Act, 1956.

3. The Explanatory Statement pursuant to section 173 (2) of the Companies Act, 1 956 in respect of the special businessset out in the Notice is annexed hereto.

4. Members are requested to send their queries, if any at least 10 days in advance so that the information can be made

[3]


23rd Annual Report2OO7-2OO8

available at the meeting and to bring their copies of the Annual Report at the time of attending the Annual GeneralMeeting.

5. SEBI has notified for compulsory trading of shares of the Company in demat form so members, who have not dematerializedtheir shares are advised to contact Depository Participant in this regard.

6. Pursuant to the recommendation of SEBI Committee on Corporate Governance for reappointment of the Directors andretiring directors, a statement details of the concerned directors is attached hereto.

7. In all correspondence with the Company, members are requested to quote their Account/Folio numbers and in case theirshares are held in dematerialised form, they must quote their client ID number and their DP ID number.

8. The Company has designated an exclusive email ID [email protected] which would enable the members to post theirgrievances and monitor its redressed. Any member having any grievance may post the same to the said Email addressfor its quick redressal.

9. SEBI has notified for compulsory trading of shares of the Company in demat form so members, who have not dematerialisedtheir shares are advised to contact Depository Participant in this regard.

10. Pursuant to Section 109A of the Companies Act, 1956, shareholders are entitled to make nomination in respect of sharesheld by them in physical form Shareholders desirous of making nominations are requested to fill and send form 2B (Copyof which will be made available on request).

Statement Regarding the Director Proposed for Re-appointmeint

Name & Designationof Appointee

Smt. Shaila Jain

Mr. Romil shah

Mr. Ramesh Shah

Age

41

23

72

Qualification

B. Sc

B.E.

B. Pharma

Expertise/Experience

Technical

Marketing

Pharmaceuticalsand technical

Date of Appointment /Reappointment

31/01/2003

30/07/2005

04/01/1985

Directorship inother company

Nil

Nil

one

Explanatory StatementPursuant to section 173(2) of the Companies Act, 1956

Shri Ramesh Shah is associated with Company since from incorporation and he is founder of the company. Shri RameshShah who in addition to being a B-Pharma has rich and diversified experience specially in Pharmaceuticals line. Further tocomply the requirement of section 269 of Companies Act 1956 and looking in to his wide experience and contribution madeby him , it is proposed to re-appoint as Managing Director of the Company for the period from 1 st October, 2008 to 30thSeptember, 2013 on remuneration as mentioned in said resolution. Further in case of no profit no remuneration will be paidto Mr. Ramesh Shah.

Except proposed appointee and Mr. Romil Shah no other Director is concerned or interested in the proposed resolution. Thecontents of resolution along with explanatory statement and details contains therein shall be deemed to be abstract of theterms and conditions of re-appointment of Mr. Ramesh Shah under section 302 of the Companies Act, 1956 and memorandumof interest in that behalf.

Place : IndoreDate :25/08/2008

By Order of the Board.For Biofil Chemicals & Pharmaceuticals Ltd.

Sd/-(Ramesh Shah)

Managing Director

[4]



DIRECTOR'S REPORT

Dear Members,

Your Directors hereby present the 23rd Annual Report of the Company together with the Audited Accounts for the yearended 31st March, 2008.

FINANCIAL PERFORMANCE & BUSINESS REVIEW :

Total IncomeTotal ExpenditureProfit before depreciationDepreciation

Profit/Loss before taxProvision for tax MATProvision for F.B.TProfit/Loss after tax

Year ended31/3/2008

87.85

144.13-56.3010.19

-66.49

0.25-66.75

Rs. In Lacs

Year ended31/03/2007

197.56279.97-82.4110.18

-92.60

0.25

-92.85

During the year company could achieve total income of Rs. 87.84 Lacs in comparison to previous year's total income of Rs.197.56 lacs. Due to shortage of working capital limit and financial interest burden your company could not achieve expectedtarget. Further with the approval of members Board has decided to sale the unit situated at Sanwer Road, Indore . yourdirectors are still hopeful and making efforts to induct new business partner to enhance the turnover and profitability of thecompany.

Further due to accumulated losses and being a small scale industries the Company has registered for Rehabilitation of Sickunit under Madhya Pradesh State Sick Industrial Revival Scheme(MPSSIRS) for Indore and Pithampur unit.

DIVIDEND

In view of losses, your Directors have not recommended any dividend for the year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 andrules made thereunder.

DIRECTORS

During the year Smt. Shaila Jain & Mr. Romil Shah, are Directors of the company retires by rotation at the forthcoming AnnualGeneral Meeting, and being eligible, offer themselves for re-appointment and further Board has proposed to reappoint Mr.Ramesh Shah as managing Director in ensuing annual general meeting.

DIRECTOR'S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibilitystatement, it is hereby confirmed:

i) that in the preparation of the annual accounts for financial year ended 31st March, 2008 the applicable accountingstandards have been followed along with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at theend of financial year and of the loss of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis depends upon the restructuring of theproject

[5]



AUDITORS

The Auditors S.N. Gadiya & Company, Chartered Accountants, statutory Auditors of the company, retires and being eligible,offer themselves for re-appointment.

AUDITOR'S REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do notrequire any explanation.

DISCLOSURE OF SPECIAL PARTICULARS

Information as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in theReport of the Board of Directors) Rules, 1988 for the year ended 31st March 2008.

I. CONSERVATION OF ENERGY

The Company's operations do not involve substantial consumption of energy in comparison to cost of production, howeverpossible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

II. TECHNOLOGY ABSORPTION

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo:

Total foreign exchange earned : Rs. Nil

Total foreign exchange used: : Rs. Nil

III. PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act,read with the companies (particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the complianceof conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the ManagementDiscussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprisesof Mr. Ramesh Chimanlal Shah, Mr. Navneet Bagree and Ms. Shaila Jain.

LISTING OF THE SHARES

The members are aware that The National Stock Exchange and Murnbai Stock Exchange has suspended the trading in theEquity Shares of the Company. Even though the Company has made all due compliances, still Exchanges have not given anypermission for re-listing of its shares. Board of directors of the company hopeful that trading would be start shortly at Bombaystock Exchange Mumbai as company has complied the all requirement of listing agreement.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of theCompany. Your Company & Directors wish to extend sincere thanks to the Bank's, along with all the Shareholders of theCompany for extending their sincere support and hope that the same support will be extended in future also.

for and on behalf of the Board

Place : Indore Ramesh Shah Romil ShahDate : 30/06/2008 Managing Director Director

[6]



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY SCENARIO AND INDIAN PHARMACEUTICAL INDUSTRY

Your Company is engaged in the business of Pharmaceuticals, Bulk Drug & Formulation. The pharmaceutical industry saw adecline in its overall growth in FY 08, which has been attributed to fewer drugs going off patent in 2008, uncertainties overregulatory policies in various markets, such as Germany, and increasing competition and pricing pressure in the US market.The rupee appreciation during this period also adversely affected the market scenario.

However, after a period of full, growth in the Pharmaceuticals sector seems set to accelerate once again from the financial. year ending 2008. opening of the global generics market and newer growth opportunities, such as contract Research and

manufacturing services (CRAMS) which are expected to augur well for the industry.

Currently valued at USD 6 bn and growing at over 13% annually, Indian pharmaceutical companies now supply almost all thecountry's demand for formulations and nearly 70% of demand for bulk drugs.

According to a Mckinsey study, the Indian pharmaceutical industry is projected to grow to USD 25 bn by 2010, whereas thedomestic market is likely to more than triple to USD 20 bn by 2015, from the current USD 6 bn, to emerge as one of the leadingpharmaceutical markets in the next decade. Diversification into various markets, along with contract research and clinicaltrails are helping Indian companies to explore new avenues in the industry.

OUTLOOK

Your company remains optimistic about the bright future lying ahead for the company, if will endeavor to grow its leadership bybuilding on its strengths for competitive advantage.

Indian market will be an attractive option for introduction of research-based products.

The global generics business is becoming more competitive with the entry of newer players from the emerging economies. Onthe other hand, the government induced changes in select markets and the ongoing consolidation in the industry is bringingforth new challenges in the marketplace. The generic segment has inherent risks of patent litigations, product liability, increasingregulations and compliance related issues, particularly in the developed markets.

BUSINESS STRATEGY.

Your company had always endeavored to optimize shareholder value but due to various factors, the company has not beenable to sustain its profitable working. However, in the opinion of Directors that turnover and profitability would be increasedsubject to availability of working capital limits.

RISK CONCERN

Pressure on margins, high raw material prices, availability rise of substitutes, indiscriminate imports, foreign exchangefluctuations, higher overheads are some factors which could impact adversely.

INTERNAL CONTROL AND ADEQUACY

The company has evolved suitable system of internal controls to ensure that assets are safeguarded; transactions are authorized,recorded and correctly reported. The internal

Control system is supported by management reviews. Planned periodic reviews are carried out for identifications of controldeficiencies, bridging gaps with best practices and formulation of time bound action plans to minimize risk.

DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS.

The Industrial relations of the company continues to remain harmonious in spite of grave financial position.

FINANCIAL REVIEW. ANALYSIS AND OUTLOOK.

In view of limited scale of operations and accumulated business losses as mentioned Director's report the same are notrepeated again in this Chapter.

CAUTIONARY STATEMENT.

Estimates and expectation stated in this management discussion and analysis may be "forward looking "statement with in themeaning of applicable securities laws and regulations, actual results could differ materially from the expressed or impliedimportant factors that could make a difference to your company operation include economic conditions affecting demand /supply and price conditions in the Domestic and International Markets, change in the Government, regulations, tax laws, otherstatutes and other incidental factors.

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Biofil Chemicals & Pharmaceuticals Limited (BCPL) is committed to high standards of corporate governance in all itsactivities. The basic objective of corporate governance policies adopted by the company is to attain the highest levelsof transparency, accountability and integrity. The company believes that all its actions must serve the underlying goalof enhancing overall shareholder value over a sustained period of time.

2. BOARD OF DIRECTORS

A. The Board has an optimum combination of Executive and non Executive Directors, and is in confirms by with clause49 of the listing agreement entered in to with the Stock Exchange in which the Company's shares are listed.

_ _ _ _



The Board o\ Directors together with their details are as under. During the year 2007-08 the Board met 9 (NINE)times on the following dates, namely:

30/06/2007

03/01/2008

31/07/2007

28/01/2008

20/08/2007

31/01/2008

31/10/2007 05/12/2007 20/12/2007

The last Annual General meeting was held on 29th Sept. 2007

Name of Directors

Shri Ramesh Shah

Ms. Shaila Jain

Shri Navneet Bagree

Shri Romil Shah

Shri Ramesh C. Shah

Category

MD

ID

ID

NED

ID

No. Of BoardMeeting Attended

9

4

4

9

6

Other Directorship

Chairman

—

...

...

...

-

Member

2

...

1

...

-

Othetr Committee Position

Chairman

...

-

-

-

3

Member

...

3

3

--

3

MD = Managing Director, ID = Independent Director, NED = Non executive DirectorNone of the Director on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees.All the Directors have made the requisite disclosure regarding committee's position held by them in other Companies.

B. BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board and Committee meetings. To enable the Boarddischarge its responsibilities effectively, the chairman briefs the Board at every meeting on the overall companyperformance.

C. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS.There have been no materially significant related party transactions, pecuniary transactions or relationship betweenBiofil Chemicals and Pharmaceuticals Ltd and its directors which is detrimental to the interest of the company for yearended 31st March, 2008.

D. REMUNERATION OF DIRECTORS: SITING FEES, SALARY, PERQUISITES AND COMMISSION.Remuneration Committee was constituted and no remuneration was paid to any Director of the Company during thefinancial year due to losses.

3. AUDIT COMMITTEE

The Audit Committee constituted by the Board of directors consists of three Independent Directors namely, Mr. RameshChimanlal Shah, Shri Navneet Bagree and Ms. Shaila Jain as on financial year ending on 31st March 2008. Thereconstitution of Audit Committee also meets with the requirement of section 292A of the Companies Act, 1956 as introducedby the Companies (Amendment) Act, 2000.

Four Audit Committee Meeting were held on during the Financial Year

30/06/2007 31/07/2007 31/10/2008 31/01/2008

TERMS OF REFERENCE:The terms of reference of this Committee are wide enough covering the matters specified under the Listing Agreementand the Companies Act, 1956.Brief description of terms of reference:

i) Review with the Management the annual/half -yearly/ quarterly financial statements.

ii) Review the adequacy of accounting records maintained in accordance with the provisions of the Companies Act,1956.

iii) Perform other activities consistent with Company's Memorandum and Articles, the Companies Act, 1 956 and otherGoverning Laws.

REMUNERATION COMMITTEE4.

The Remuneration Committee comprises of Mr Ramesh C Shah, Shri Navneet Bagree and Ms. Shaila Jain all independentdirectors.

5. SHAREHOLDER'S/ INVESTOR'S GRIEVANCE COMMITTEEThe Committee comprises of Shri Ramesh Chimanlal Shah, Shri Navneet Bagree and Ms. Shaila Jain. The Committeeoversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement ofthe quality of investor services.The Share transfer & Investor Grievance Committee meet Regularly.

[8]


/«*


6. GENERAL SHAREHOLDER INFORMATIONGeneral Body Meeting:

Financial Year.

Annual General Meeting2004-2005



Date

30.09.2005

30.09.2006

29.09.2007

Time

3.30P.M.

2.00P.M.

3.00 P.M.

Venue

At Registered Office of Company at11/12, Sector "E" Sanwer Road,lndore452015(M.R)

At Registered Office of Company at11/12, Sector "E" Sanwer Road,Indore 45201 5(M.P.)

At Registered Office of Company at11/12, Sector "E" Sanwer Road,Indore 452015 (M.P.)

Postal Ballot

During the year under review, in pursuance to section 192A of the Companies Act, 1956 and Companies (Passing of theResolution by Postal Ballot) Rules, 2001, Company have conducted one postal ballot for seeking approval of shareholders byway of special resolution to sell the unit situated at the Sanwer Road, Indore in terms of section 293 (1) (a) read with section192A of the Companies Act, 1956. Mr. L.N. Joshi, Practicing Company Secretary, Indore was appointed as on 5th December2007 as independent scrutinizer. The results of the postal ballot were announced as on 31st January 2008 through ordinaryresolution passed in Meeting of Board of Directors, held at the Registered office of the Company. Shareholders approved allresolutions with overwhelming requisite majority through postal ballot.

The summary of result for postal ballot as under:A summary of the total 210 postal ballot forms received are given below:

Particulars

Ordinary Resolution u/s293(1) (a) of the

Companies Act,1956

Ballots In favor ofResolution

No. of Ballots

187

No. of Shares

3607118

% of votes

99.37%

Ballots against theResolution

No. of Ballots

23

No. of Shares

23035

% of votes

0.63 %

[9]


AM

23rd Annual Report2 O O 7 - 2 O O 8

AGM: Date, Time and Venue

Financial reporting for 2008-091st Quarter ending 30th June, 2008

2nd Quarter ending 30th September,20083rd Quarter ending 31st December, 2008

4th Quarter ending 31st March, 2009

Date of Book Closure

Listing on Stock Exchanges

Stock Code -Physical

ISIN Number of NSDL & CDSL

Market Price Date: High, Low during

each month in last financial year

Dematerialization of Shares

Dematerialization of shares and liquidity

Registrar and Transfer Agents

Share Transfer System

Market Data

Share holding pattern as on 31 .03.2008

Dividend Payment for F.Y.2008

Outstanding GDRs/ADRs/Warrants or any convertibleinstruments, conversion date and likely impact on equity

Address for correspondence

Plant Locations

30 th September 2008 at 2.00 P.M. at 1 1/2 Sector "E"

Sanwer Road, Indore 452015 (M.P.)

End of July, 2008End of October, 2008

End of January, 2009

End of June, 2009

23rd September to 30th September 2008 [Both days

inclusive]

1 . The Bombay Stock Exchange, Mumbai

2. The National Stock Exchange, Mumbai

3. M.P. Stock Exchange Ltd (The listing of Shares has

been Suspended by Mumbai & National Stock Exchange]

Bombay Stock Exchange 524396National Stock Exchange: BIOFILCHEM

INE829A01014

Not Available due to suspension of trading by National

Stock Exchange and Bombay Stock Exchange.

The Shares of the Company are compulsorily traded indematerialized form under depository system of both theNational Securities Depository Ltd. (NSDL) and the CentralDepository Services (India) Ltd. (CDSL)Company's Electronic Connectivity Registrar is:Ankit Consultancy Private Ltd.4A Geeta Bhavan Chouraha, IndorePh: 0731-2491298.

International securities & Identification Number isINE829A01014

42.78% of the paid-up capital has been dematerializedas on 31.03.2008. Further Trading in the Company'sshares is compulsory in dematerialized form

Ankit Consultancy Private Ltd.4A Geeta BhavanChouraha, Indore M.P.PH- 0731-3042298, 2491298.

All the transfer received are processed by the Registrarand transfer Agent and

Not Available due to suspension of trading by NationalStock Exchange and Mumbai Stock Exchange.

As per Annexure A

Nil

Not issued

Shareholders correspondence should be addressed to:Biofil Chemicals & Pharmaceuticals Ltd.11/2 Sector"E"Sanwer Road, lndore-452015 (M.P.)

The company's plants are located at :-1 1/12 Sector E,Sanwer Road.lndorePlot No. 8 Sector 4 Kheda IndustrialEstate Pithampur Dist. Dhar

[10]



<

<<

1Ii1(

1[

LISTING OF SHARES

The equity shares of the Company are listed on the stock Exchange at National Stock Exchange, Bombay Stock Exchangeand M.P. Stock Exchange. However due to certain Non Compliance, trading of the equity shares were suspended by theMational stock Exchange and Bombay Stock Exchange Mumbai for which due compliance have been made and Company isawait ng approval to restart the trading. Accordingly Company does not have any market data for year under review. Furtherjelisting application pending with M.P. Stock Exchange, Indore.

AUDITOR CERTIFICATE ON CORPORATE GOVERNANCE

["he Company has obtained the certificate from the Auditors of the Company regarding compliance with the provisionselating to corporate governance laid down in clause 49 of the Listing Agreement with the stock exchanges. This report isannexed to the Director's Report for the year 2007-2008.This certificate will be sent to the stock exchanges, along with theannual report to be filed by the Company.WNEXURE "A"

2ATAGORIES OF SHAREHOLDING AS ON 31 ST MARCH 2008

A

B.

Category

Promoters Holding

1. Promoters Indian Promoters:

Foreign Promoters:

2. Persons acting in concert

Sub Total

Non-Promoters Holding

1. Institutional Investors

2. Mutual Funds and UTI

3. Banks, Financial Institutions, Insurance

Companies [Central/State Govt. Institutions,

Non- Government Institutions]

4. Flls

5. Sub-Total

6. Others

Private Corporate Bodies

7. Individuals

Holding up to Rs. 1 .00 lacs

Holding excess Rs. 1 .00 lacs

8. NRIs/OCBs

9. Any other [please specify]

Sub-Total

Grand Total

No. of Share held

4039600

4039600

-

-

221498

-

-

-

1695781

3209712

1172209

222500

6300202

10561300

Percentage of Shareholding

38.25

38.25

-

-

2.10

-

-

-

16.06

30.39

11.10

2.11

59.65

100.00

DECLARATION

I Ramesh Shah, Managing Director of the Brafil Chemicals & Pharmaceuticals Ltd. declared that all themembers of Board of Directors and senior management personnel have affirmed compliance with thecode of conduct for the financial year ended on 31st March, 2008

Dlace : Indore For Biofil Chemicals & Pharmaceuticals Ltd.

Date : 30/06/2008 Sd/-Ramesh Shah

Managing Director

[11]


23rd Annual ReP°rt

2007-2008

CEO CERTIFICATE

I hereby certify to the Board of Directors of Mis BIOFIL CHEMICALS & PHARMACEUTICALS LTD. THAT

a. I have reviewed financial statements and the cash flow statement for the year ended on 31/03/2008 and that to thebest of my knowledge and belief.

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statementthat might be misleading.

(ii) These statements together present a true and fair view of the Company's affairs and are in compliance withexisting accounting standards, applicable laws and regulations.

b. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year thatare fraudulent, illegal or violative of the Company's code of conduct.

c. I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluatedthe effectiveness of the internal control systems of the company pertaining to financial reporting and I have disclosedto the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, ofwhich I am aware and the steps I have taken or propose to take to rectify these deficiencies.

d. I have indicated to the auditors:

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same have been disclosed in the notes tothe financial statements; and

iii. Instances of significant fraud of which I have become aware and the involvement therein, if any, of the managementor an employee having a significant role in the company's internal control system over financial reporting.

Place : Indore For Biofil Chemicals & Pharmaceuticals Ltd.

Date : 30/06/2008 SoV-Ftamesh Shah

Managing Director

[12]


Aft


CERTIFICATE

To the Members ofBIOFIL CHEMICALS & PHARMACEUTICALS LTD.

We have examined the Compliance of conditions of Corporate Governance by M/s Blofil Chemicals & PharmaceuticalsLtd. for the year ended 31st March,2008 as stipulated in clause 49 of the Listing Agreement of the said Company with stockexchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has beenlimited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with theconditions of the certificate of Corporate Governance as stipulated in the said clause. It is neither an audit nor expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations madeby the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governanceto the extend as detailed in their report, as stipulated in clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For S.N.Gadlya & Co.Chartered Accountants

Sd/-Place : Indore (S.N.Gadiya)Date : 30.06.2008 Proprietor

M.No. 071229

[13]


23rd Annual Report2OO7-2OOS

AUDITOR'S REPORT

TO THE SHARE HOLDERS OF BIOFIL CHEMICALS & PHARMACEUTICALS LTD.

We have audited the attached Balance Sheet of M/s. BIOFIL CHEMICALS & PHARMACEUTICALS LTD., as at 31st March,2008, and the annexed Profit & Loss Account for the year ended on that date. These Financial Statements are the responsibilityof the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatements. An audit also includes examination on test basis, evidence supporting and amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statements presentation, We believe that our audit provides areasonable basis for our opinion.

As required by the Companies (Auditor's Report) order, 2003 issued by the company law board in terms of section 227 (4A)of the Companies Act, 1956. We enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of thesaid order.

Further to our comment in the Annexure referred to above we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessaryfor the purpose of our audit.

b) In our opinion proper books of accounts as required by the law have been kept by the management so far as appearsfrom our examination of those.

c) The Company's Balance Sheet and Profit and Loss Accounts dealt with by this Report are in agreement with thebooks of account.

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this Report comply with the AccountingStandards referred in section 211(3C) of the Companies Act, 1956 so far as applicable.

e) On the basis of written representation received from the directors of the Company as at 31st March 2008, and takenon record by the Board of Directors of the Company, no Director is disqualified from being appointed as Director of theCompany, under section 274(1 )(g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts readwith the notes thereon give the information required by the Companies Act, 1956 in the manner so required and givea true and fair view in the conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet of Company, of the state of affairs of the Company as at 31st March 2008.

ii) In the case of Profit & Loss & Account, of the Loss for the year ended 31st March 2008.

iii) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

For S.N.Gadiya & Co.Chartered Accountants

Sd/-Place : Indore (S.N.Gadiya)Date : 30.06.2008 Proprietor

M.No. 071229

ANNEXURESTOTHE AUDITOR'S REPORT(Referred to of our report of even date)

(1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation offixed asset.

(b) According to the information and explanations given to us, the fixed assets have been physically verified by themanagement during the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off the substantial part of fixed assets during the year.

(2) (a) As explained to us, the inventories were physically verified during the year by the management at reasonableintervals.

(b) The procedure of physical verification of stock followed by the management are reasonable and adequate in relationto the size of the company.

(c) The company has maintained proper records of inventory. We are informed that discrepancies noticed on suchverification as compared to the book record were not material and have been properly dealt with in the books ofaccounts.

[14]



(3) According to the information and explanation given to us, The company has granted/ taken any loans, secured orunsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(4) In our opinion and according to the information and explanation given to us, there is adequate internal control procedurecommensurate with the size of the company and the nature of its business, for the purchase and sales of materialsand fixed assets and for the sale of shares.

(5) In our opinion and according to the explanation given to us, the transaction of purchase of goods and materials andservices made in pursuance of contracts of arrangements entered in the register maintained under section 301 of theCompanies Act, 1956 and aggregating during the year to Rs. 50000A or more in respect of each party have beenmade at prices which in our opinion are reasonable having regard to prevailing market prices for such goods, materialsand services.

(6) In our opinion and according to the information and explanation given to us, the company has not accepted depositsfrom the public according to the provisions of sections 58A and 58AA of the Act and the rules framed there under.

(7) The company has an internal audit system commensurate with its size and nature of its business.

(8) The maintenance of cost record has not been prescribed by the central government under clause (d) of sub-section(1) of section 209 of the Companies Act.

(9) According to the information and explanation given to us, the company is regular in depositing sales tax, entry tax,provident fund and employees state insurance, and other statutory with appropriate authorities during the year.

(10) The Company has accumulated losses which exceeds its net worth at the year end of financial year and it hasincurred cash/ losses in the financial year under report and the immediately preceding financial year.

(11)- According to information and explanation given to us, the Company has not issued any Debenture during the year.

(12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenturesand other securities.

(13) The Company is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Therefore the provisions of clause 4(xiii) of theCompanies (Auditor's Report) Order 2003 are not applicable to the Company.

(14) The Company is not dealing or trading in shares, securities debentures and other investments. Accordingly, theprovisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(15) According to the information and explanation given to us, the Company has not given any guarantee for loans taken

by others from bank or financial institutions.

(16) On the basis of-review of utilization of funds pertaining to term loans on overall basis and related information as madeavailable to us, the term loan taken by the Company have been utilized for the purposes for which they are obtained.

(17) According to the information and explanation given to us, on an overall basis, the Company has not raised the fundson short-term basis, which have been used for long term investment and vice versa.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Registermaintained under section 301 of the Act.

(19) According to the information and explanation given to us, the Company has not created securities for the debenturesissued.

(20) During the year, the Company has not raised money by public issue hence the question of disclosure and verificationof end use of such monies does not arise.

(21) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or bythe company has been noticed or reported during the year.

For S.N.Gadiya & Co.Chartered Accountants

PlaceDate

Indore30.06.2008

Sd/-(S.N.Gadiya)

ProprietorM. No. 071 229

[15]


(a*

23rd Annual Report:2OO7-2OO8

BIOFIL CHEMICALS & PHARMACEUTICALS LTD.BALANCE SHEET AS ON 31st MARCH. 2008

PARTICULARS SCHEDULE 31/03/2008 31/03/2007

L SOURCES OF FUNDS1. Shareholders Fund :

Share Capital 01Reserves & Surplus 02

2. Loan Fund :Unsecured Loan 03

TOTAL

II. APPLICATION OF FUNDS3. Fixed Assets

Gross Block 04Less: Depreciation

5. Current Assets, Loans & Advancesa) Inventories 05b) Sundry Debtors 06c) Cash & Bank Balances 07d) Deposits 08e) Loans & Advances 09

Less:Current Liabilities & 10Provisions

6. Miscellaneous Expenses(To the extent not written off)Profit & Loss A/c 11Public Issue Expenses 11

TOTAL

Notes on Accounts 17

105,613,000337,446,075

56,008,230

78,971,8724,183,975

74,787,897

716,4077,724,946703,368322,26586,223

9,553,20922,726,519274,643

(13,447,953)

428,277,1989,450,163

105,613,000298,613,350

59,126,433

499,067,305 463,352,783

40,023,3113,056,209

36,967,102

1,988,1079,080,089

199,151317,265

4,901,061

16,485,67323,290,992

1,011,785

(7,817,104)

421,602,56912,600,216

499,067,305 463,352,783

For & on behalf of board

Sd/- Sd/-Ramesh Shah Romil Shah

Chairman Cum Managing Director Director

Place : IndoreDate .-30.06.2008

As per our report of even dateFor S.N.Gadiya & Co.

Chartered Accountants

(Director)Sd/-

(S.N.Gadiya)Proprietor

M.No. 071229

[16]



PROFIT & LOSS A/C FOR THE YEAR ENDED ON 31st MARCH. 2008

PARTICULARS SCHEDULE 31/03/08 31/03/07

INCOMESalesOther IncomeIncrease (Decrease) in Stock

TOTAL

1213

EXPENSESMaterials 14Manufacturing, Selling& Administrative Expenses 15Financial Charges 16Preliminary & Issue Expnses 1/5 written off 11

TOTAL

PROFIT/(LOSS)Depreciation

Profit / (Loss) Before Tax

Provision for Tax MATProvision for F.B.T

Profit / (Loss) After TaxAdd : Extra Ordinary Items (Credit write off on loan Settlment)

Balance carried from earlier year

Balance carried to Balance Sheet

For & on behalf of board

Sd/- SoV-Ramesh Shah Romil Shah

Chairman Cum Managing Director Director

Place : IndoreDate : 30.06.2008

8,778,945 20,298,38515,396 54,694

(10,200) (596,940)

8,784,141 19,756,139

5,909,306 17,966,371

2,534,506 2,924,1472,820,044 3,956,2843,150,054 3,150,054

14,413,910 27,996,856

(5,629,769) (8,240,717)1,019,860 1,019,415

(6,649,629) (9,260,132)

25,000 25,000

(6,674,629) (9,285,132)

234,413,778

(6,674,629) 225,128,646

(421,602,569) (646,731,215)

(428,277,198) (421,602,569)

As per our report of even dateFor S.N.Gadiya & Co.

Chartered Accountants

(Director)SdA

(S.N.Gadiya)Proprietor

M.No. 071229

[17]


At*

23rd Annual Report2OO7-2OOS

B1OFIL CHEMICALS & PHARMACEUTICALS LTD.SCHEDULES ANNEXED TO AND FORMIMG PART OF THE BALANCE SHEET

AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2008

PARTICULARS AS ON31/03/08

AS ON31/03/07

SCHEDULE 01SHARE CAPITALAUTHORISED2,00,00,000 Equity Shares of Rs. 107- each

ISSUED. SUBSCRIBED & PAID UP1,05,61,300 Equity Shares of Rs. 107- each

SCHEDULE 02RESERVES & SURPLUSGeneral ReserveShare Premium AccountPremium on forfited ShareReserve on forfited sharesState Capital SubsidyReserve for Valuation on AssetsLess: Depreciation

SCHEDULE 03UNSECURED LOANFrom DirectorOther LoansTrade DepositsIntercorporate Deposit

SCHEDULE 04FIXED ASSETS

38,940,632107,907

200,000,000

105,613,000

105,613,000

197,500,00066,048,75017,282,30017,282,300

500,000

38,832,725

337,446,075

826,71520,774,9021,619,669

32,786,944

56,008,230

200,000,000

105,613,000

105,613,000

197,500,00066,048,75017,282,30017,282,300

500,000

298,613,350

681,3757,629,8892,809,669

48,005.500

59,126,433

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCKOPENING ADDITION ADDITION

BALANCE (DEDU.) REVAUTION

TOTAL OPENING FOR THE DEP.ON

BALANCE YEAR REVAUTION

TOTAL AS ON

31/03/08

AS ON

31/03/07

LAND 12,217,550

SITE DEVELOPMENT 650,000

BUILDING 20,440,618

PLANTS MACHINERY 3,748,302

ELECT. INSTALLATION 279,999

OFFICE EQUIP. 15,000

FURNITURES. FIXTURE 74,999

VEHICLES 347,758

CYCLES 5,002

OTHER ASSETS 2,244,083

34,094,500

4,846,133

2,150

5,778

46,312,050

650,000

25,286,751

3,748,302

279,999

15,000

74,999

347,758

7,152

2,249,861

2,048,151

534,129

39,900

2,139

14,241

99,111

1,0(32

317,476

682,717

178,044

13,299

713

4,747

33,037

480

106,823

107,907 2,838,775

712,172

53,199

2,852

18,988

132,148

1,542

424,299

46,312,050

650,000

22,447,976

3,036,130

226,800

12,148

56,011

215,610

5,610

1,825,562

12,217,550

650,000

18,392,467

3,214,174

240,099

12,862

60,759

248,648

3,941

1,926,604

TOTAL 40,023,311 7,928 38,940,633 78,971,872 3,056,209 1,019,860 107,907 4,183,975 74,787,897 36,967,102

Previous Year 40,000,000 23,311 40,023,311 2,036,796 1,019,415

[18]

- 3,056,209 36,967,102 39,310,052



SCHEDULE 05INVENTORIES(As taken at the cost or net realisable valuewhichever is lower, and certified bythe Management)Raw MaterialsPacking Materials, Other Stores & SparesMaterial in processFinished Goods

SCHEDULE 06SUNDRY DEBTORS(Unsecured and Considered Good)Debts outstanding for a PeriodExceeding 6 MonthsOthers

SCHEDULE 07CASH & BANK BALANCESCash in handWith Scheduled Banks :-Refund AccountDividend AccountCurrent Account

SCHEDULE 08DEPOSITSTelephone DepartmentSecurity Deposit with M.P.S.E.Central Excise Deptt.M.P. Electricity BoardEarnest MoneyE.S.I.C Deptt.Deposit with Hindustan PetroleumF.D. With Commercial TaxTender depositT.D.S DepositF.D. With CMO(Sidhi)

SCHEDULE 09LOANS AND ADVANCESADVANCES(Recoverable in cash or in kindor for value to be received)Against Material & Expenses(Unsecured - Considered good)

Commercial tax depositLOANSAdvance Fringe Benefit Tax

i

440,475228,13228,30019,500

716,407

6,042,6151,682,331

7,724,946

53,729

4,45734,433

610,749

703,368

28,85011,08915,000

119,65031,0002,0004,0005,000

100,000676

5,000

322,265

57,682

28,541

86,223

1,237,075693,03225,50032,500

1,988,107

4,831,0784,249,011

9,080,089

101,496

4,45734,43358,765

199,151

28,85011,08915,000

119,65031,0002,0004,0005,000

100,000676

317,265

200,000

28,5414,666,593

5,927

4,901,061

[19]


23rd Annual Report:2OO7-2OO8

SCHEDULE 10CURRENT LIABILITIESSundry CreditorsCreditors for ServicesShare Application Money RefundableUnpaid/unclaim dividend

PROVISIONSExpenses & OthersAudit Fees PayableT.D.S. PayableProvision for F.B.T

SCHEDULE 11PROFIT & LOSS A/C(As per Annexure)

Public Issue ExpensesLess : 1/5 Preliminary Exp. Written Off

SCHEDULE 12OTHER INCOMEMiscellaneous Income

SCHEDULE 13INCREASE/DECREASE IN STOCKOpening Stock:Material in processFinished goods

Closing Stock :Material in processFinished goods

Increase in Stock

SCHEDULE 14MATERIALSOpening Stock :a) Raw Materialb) Packing Material

Add : Purchases:a) Raw Material/Finished Goodsb) Packing Material

22,340,448347,0004,45734,614

22,726,519

170,14610,00069,49725,000

274,643

428,277,198

428,277,198

12,600,2173,150,054

9,450,163

15.396

15,396

25,50032,500

58,000

28,30019,500

47,800

(10,200)

1,237,075693,032

1,930,107

3,778,519869,287

4,647,806

22,904,921347,0004,45734,614

23,290,992

185,67910,000791,10625,000

1,011,785

421,602,569

421,602,569

15,750,2703,150,054

12,600,216

54,694

54,694

301,060353,880

654,940

25,50032,500

58,000

(596,940)

4,506,6361,566,391

6,073,027

11,979,7141,843,737

13,823,451

[20]



Closing Stock :a) Raw Materialb) Packing Material

SCHEDULE 15MANUFACTURING EXPENSES.SELLING & ADMINISTRATIVESalaries, Wages & AllowancesWorkman & Staff WalfarePower & Fuel ChargesFreight & CartageInsuranceRepairs & MaintenancePlant & Machinery 6,007Others 46,618

Laboratary ExpensesTravelling & Conveyance ExpensesLegal & ProfessionalAdvertisementMisc. ExpensesAuditors RemunerationBlock & DesignStationary & PrintingPostage & TelephoneSales PromotionSales Commission

SCHEDULE 16FINANCIAL CHARGESBank ChargesBank InterestInterest to OthersInterest to Financial Inst.

440,475228,132

668,607

5,909,306

974,1867,747

251,750120,46632,726

52,62573, 20627,037

435,99921,07162,89910,0001,525

89,815211,361

14,187147,906

2,534,506

4,2864,995

2,810,763

2,820,044

1,237,075693,032

1,930,107

17,966,371

739,86712,828

375,02871,16357,939

64,86117,132

374,214470,168

13,30759,24510,0003,025

132,022150,265

1,989371,094

2,924,147

41,472100,179

2,029,2831,785,350

3,956,284

[21]


•ZtattA (a*


SCHEDULE 17A) SIGNIFICANT ACCOUNTING POLICY

a) The Financial Statement have been prepared under historical cost convention & on accrual basis of accountingunless otherwise stated and comply with the Accounting Standards.

b) Depreciation on Fixed Assets has been charged on Straight Line Method at the rates prescribed under ScheduleXIV to the Companies Act, 1956.

c) The company has revalued the land and building during the year and create the revaluation reserve. Depreciationtransferred from the revaluation reserve in respect of revalued assets.

d) Inventories is valued on cost or net realizable value and certified by the management.

e) No provision for gratuity has been made as no employee has put in the qualifying period for entitlement of thisbenefit.

B) NOTES ON ACCOUNTS1. Contingent Liabilities : NIL

2. The confirmation of balance has not been received in respect of balance outstanding of Sundry Debtors, SundryCreditors, Deposit, Loans and Advances.

3. None of the employees paid / payable salary exceeding Rs 24,00,0007- p.a.4. Auditors Remuneration :

Audit Fees Rs. 10000/-

6.

5. The company has huge unabsorbed losses and depreciation as at 31/03/2008 and they are eligible forset off against Income of future year under income tax act and uncertainty of having taxable incomeunder normal provision of the income tax act, 1961, No deferred tax assets in recognized in the books.The position will be reviewed every financial year and deferred tax assets when considered realizablewill be recognized in the books.

Earning Per Shares :

Current Year(Rs. In Lacs)

Previous Year(Rs. In Lacs)

(Loss) after tax as per Profit and Loss A/c. (6674629) (9285132)Nos.of Equity Shares 10561300 10561300Earning Per Shares (In Rs.) (0.63) (0.88)

7. Previous year figures have been regrouped / rearranged wherever necessary to confirm to current yearspresentation.

8. Figures have been rounded off nearest to the Rupees.9. Additional Information in pursuant to the provision of para 3 & 4 of part 11 of schedule VI of the Companies

Act, 1956.

(1) Capacity and Productiona) Licenced & Installed Capacity Indore.

(1) Capacity and Productiona) Licenced & Installed Capacity Indore.

Particulars Licenced Capacity

b)

Injections Not App.Capsules Not App.Eyedrops Not App.Dry syrups/Powder Not App.

Licenced & Installed Capacity Pithampur.Particulars Licenced Capacity

Installed Capacity Installed capacity31.03.2008 31.03.200780 Lacs. 80 Lacs.20 Lacs 20 Lacs32 Lacs. 32 Lacs.300 Lacs. 300 Lacs.

TabletsCapsulesLiquidsDry syrupsBulk drugs-chemicals

300 Lacs300 Lacs30 Lacs Ltr.lOMt.Tons30 Mt. Tons

Installed Capacity31.03.2008300 Lacs.300 Lacs30 Lacs Ltr.lOMt.Tons30 Mt. Tons

Installed capacity31.03.2007300 Lacs.300 Lacs30 Lacs Ltr.lOMt.Tons30 Mt. Tons

[22]



(2) QUANTITATIVE INFORMATION OF OPENING STOCK, SALES & CLOSING STOCK

PARTICULARS

INJECTION

CAPSULES

EYE DROPS

DRY SYRUPS

TABLETS

LIQUIDS & OTHER

FERROUS SUL. POW/GRA

BULK CHEMICALS

RAW MATERIAL & OTHER

PRODUCTION/PURCHASE

QUANTITY

SALES

2008 2007

COSINGSTOCK

2008 2007

(IN LACS)

2008 2007(NOS./KG.) (NOSJKG.)

3.32 9.10

2.87 9.45

0.91 3.02

0.29

-

5.64

118014

-

-

QUANTITY(NOS./KG.)

3.32

2.87

0.91

-

-

5.64

118014

•

•

118026.73

(iv) Material - Purchased / Consumed

VALUE(Rs.)

18.96

0.71

6.50

-

-

16.36

33.55

-

11.71

87.79

QUANTITY(NOS./KG)

9.13

9.07

2.74

0.22

-

-

-

-

-

VALUE(RS.)

56.61

6.52

11.21

2.43

-

-

-

-

126.21

202.98

QUANTITY(NOS./KG.)

1.32 1.32

1.88 1.88

0.98 0.98

0.13 0.13

-

„

.

.

-

FOR THE YEAR 31 MARCH 2008 FOR THE YEAR 31 MARCH 2007

S.NO. STEM NAME UNIT QNTY. VALUE(Rs. In Lacs)

01 Amikacin Sulphate KGS.02 Ampicillin Sodium Sterile IP KGS.03 Ampicillin Trihydrate KGS04 Benzyl Alcohol LTR05 Cefotaxime sodium sterile USP KGS.06 Ceftazidime for inj. KGS.

07 Ceftriaxone sodium sterile KGS.08 Chloramphenicol KGS

09 Cloxacillin Sodium Sterile KGS.

10 D-panthanol KGS.1 1 Dexamethasone Sodium Phosphate KGS

12 Dibasic Calcium Phosphate KGS.

4.95

--

7.2

10.95

2.189

44.850.21

2.61

11.310.500

35.6613 E.H.G. Capsules NOS. 23580014 Ferrous Fumerate KGS. 58.212

15 FolicAcid KGS16 Gentamicin Sulphate KGS.

17 Ketamine Hcl KGS.18 L-Lysine Monohydrachloride KGS.

19 Manitol KGS20 Niacinamide KGS.21 Ofloxacin KGS

22 RE.G 400 LTR.23 Polyvinyl Alcohol KGS

24 Propylene Glycol LTR.

-

-

2.35

23.10

0.11--

27.27-

61.70

0.25-

-0.02

0.880.36

3.87

0.01

0.06

0.11

0.25

0.020.16

0.05-

-

0.21

0.04

0.05--

0.23-

0.61

QNTY. VALUE(Rs. "m Lacs)

25.00 2.05

130.00 12.8525.00 6.2535.00 0.0210.00 1.41

5.00 2.35

140.00 17.57-

30.00 2.7910.00 0.43

1.00 0.99-

350000 0.88110.00 0.10

1.00 0.22

10.00 0.56

-

25.00 0.03-

25.00 0.07

5.00 0.31-

4.00 0.03

'

[23]



25

2627

28293031

32

3334

353637

3839

(3)(4)

(5)

Sodium Chloride KGS. 1515.00 0.12

Sodium Citrate KGS. 1695.52 1.15Sulphonic Acid LTR.Tramadol HCL KGSTobramicin Sulphate KGS. 0.452 0.20Vitamin B1 (HCL) KGS. 19.76 0.57Vitamin B1 2 QMS. 231.09 0.60Vitamin B6 KGS. 17.93 0.36Vitamin E Acetate KGS 2.21 0.01Zinc Sulphate KGS. 10.13 0.01Dextrose Anhydrous KGS. 7853.30 2.74Timolol Maleate KGS. 0.435 0.30Atropine Sulphate KGS 0.231 0.05Ferrous Sulphate KGS 231343 8.10Other Miscellaneous Materials FG/PM 37.70

TOTAL 59.09

Value of Import - NilExpenditure in foreign currenty - NilEarning of foreign exchange - Nil

1 .20 74.405.00 0.10

10.00 0.24

10.00 0.1825.00 0.0820.00 0.02

55.73

179.66

[24]


(B)

CASH FLOW STATEMENT FOIR THE YEAR EMPEO SHal Mairdhi, §00®

GASH FLOW FROM OPERATING ACTDVaTllEi

g. Inn

1. Depreciation2. Foreign Exchange/Depreciation in investments3. Investments Extraordinary items (Net investment Loss)4. Interest Paid5. Interest/ Divident Received6. Preliminary & Preoperative Exp. Wrttier Off7. Loss of sales of Assets

1. Trade and other receivable2. Inventory3. Trade payables Net of Lease Terminal Adju. A/c

1. Interest paid2. Direct Taxes paid

Cash flow before extraordinary itemsExtraordinary items

CASK FLOW FROM BMVECTMG ACTIVITIESPurchase of fixed assets & increase in capitalWork in progressSales of Fixed AssetsPurchae of investments & inestmentin Share application moneySale of investments & refunt ofInterest receivedDivident ReceivedWet Cash used! in Investing activities

CASK FLOW FROM FINANCING ACT VOTESProceeds from issue of share capitalProceeds from long and short term borrowingNet Cash used in financiing activitiesNet increase in Cash and Cash equivalentsCash and cash equivalents as at (Opening Balance)Cash and cash equivalents as at (Closing Balance)

(36.75)10.20

28.16

31.50

3.11

61.6512.72

(13.02)84.46

(28.16)

36.30

0.08

10.19

39.15

31.50

82.3847.40

(63.72)

(39.15)

14.904044.14

(0.23)

0.14

31.1831.18

5.041.997.03

4061.414061.41

1.99

PlaceDate :

Indore30.06.2008

For and on behalf of the BoardSd/- Sd/-

.S. Shah Romil Shah

AUDITOR'S CERTIFICATETfte Boaird of Director®,Btovo! ChomiceJs & Pharmaceuticals Ltd.We have verified the attached Cash Flow statement of Biof il Chemicals & Pharmaceuticals Ltd., for the year ended 31 st March 2008from the books and records maintained by the Company in the ordinary course of the business and have, subject to comparative figuresfor the previous year ended 31 st March 2008, found in accordance herewith.

For S. N. Gadiya & Co.

(S. M. Gadiya)Proprietor

M.No.071229

[25]


/ue23rd Annual Report20O7-2OO8

ANNEXURE I REFERRED TO IN NOTES ON ACCOUNTSBALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

I. Registration DetailsRegistration No.Balance Sheet Date

2709/198531.03.2008

State Code

II. Capital Raised during the year (Amount in Rs. Thousands):Public Issue : Nil Right IssueBonus Issue : Nil Private Placement

Position of Mobilisation and Deployment of Funds(Amount in Rs. Thousands):Total Liabilities 487594.542Sources of FundsPaid up Capital 105613.000Secured loans NilApplication of FundsNet Fixed Assets 74787.899Net Current Assets (24920.715)Accumulated Losses 428277.195

Total Assets

Reserves & SurplusUnsecured Loans

InvestmentsMisc. Expenditure

IV. Performance of Company (Amount in Rs. Thousand):Turnover (Gross Revenue) : 8794.343 Total ExpenditureProfit/(Loss) before tax : (6649.629) Profit / (Loss) after tax

Profit after extra-ordinary items (6674.629)

Earning Per Share in Rs. : (0.631)before extra-ordinary items : Negligible Dividend Rate (%)

10

NilNil

487594.542

337446.07544535.467

09450.163

15443.971(6674.629)

Nil

V. Generic Names of Three Principal Services of the Company :(As per monetary terms)Service Description : Pharmaceuticals ProductsItem Code No. : 3004

For and on behalf of Board

Place : IndoreDated: 30.06.2008

Sd/-Ramesh Shah

(Chairman Cum Managing Dlirector)

SoV-Romil Shah(Director)

[26]



ATTENDANCE SLIP

BIOFIL CHEMICALS & PHARMACEUTICALS LIMITEDRegd. Office : 11/12, Sector'E', Sanwer Road, Industrial Area, Indore -15 (M.P.)

(PLEASE COMPLETE THIS ATTENDANCE SLIP AND HANDOVERIT AT THE ENTRANCE OF THE MEETING HALL)

NAME AND ADDRESS OF THE SHARE HOLDER Regd. Folio No.

No. of Shares held

I hereby record my presence at the 23rd Annual General Meeting of the Companyheld on the Monday, the 30th September, 2008 At 3.00 P.M. at 11/12, Sector E, SanwerRoad, Industrial Area, Indore M.P.

SIGNATURE OF THE SHARE HOLDER OR PROXY

Strike out whichever is not applicable.

PROXY FORM

BIOFIL CHEMICALS & PHARMACEUTICALS LIMITEDRegd. Office : 11/12, Sector 'E', Sanwer Road, Industrial Area, Indore -15 (M.P.)

REGD. FOLIO No

I/We

of being a members of Blofil Chemicals & Pharmaceuticals Limited.

hereby appoint of or

failing him/her of

as my / our proxy to vote for me/us and on behalf at the 23rd Annual Genera!Meeting of the Company to be held on the Monday, the 30th Sept., 2008 andat adjournment thereof.

iL Signed day of 2008 the said

Of5 I Affix aI NOTE : The proxy must be returned so as to reach the registered office of Rs. 1.00| the Company not less than 48 hours before the time for holding the afore- RevenueI said meeting. The proxy need not be a member of the Company Stamp

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