Dear Members,
The Board of Directors are pleased to submit its report on the performance of the
Company along with the audited standalone and consolidated financial statements for the
financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:
(Rs in Lakhs)
|
Standalone |
Consolidated |
PARTICULARS : |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
10813.76 |
10129.19 |
33643.27 |
27938.78 |
Other Income |
660.41 |
274.80 |
263.69 |
497.17 |
Total Income |
11474.17 |
10403.99 |
33906.96 |
28435.95 |
Operating expenditure |
9131.68 |
8402.97 |
27989.48 |
22918.34 |
Profit before Depreciation, Finance Costs, Exceptional items and
Tax Expense (EBITDA) |
2342.49 |
2001.02 |
5917.47 |
5517.61 |
Less: Depreciation |
(51.54) |
(25.03) |
(175.25) |
(51.22) |
Less: Finance Costs |
(45.90) |
(6.12) |
(50.00) |
(14.16) |
Profit /loss before Tax Expense (PBT) |
2245.05 |
1969.87 |
5692.23 |
5452.23 |
Less: Tax Expense (Current & Deferred) |
(622.84) |
(503.11) |
(1095.98) |
(686.45) |
Profit After Tax (PAT) : |
1622.21 |
1466.75 |
4596.25 |
4765.78 |
Basic EPS (T) |
16.17 |
14.67 |
45.81 |
47.66 |
Diluted EPS (T) |
16.02 |
14.67 |
45.40 |
47.66 |
2. STATE OF COMPANY'S AFFAIRS:
Consolidated:
During the period under review the Company recorded a total revenue from operations of
T 33,643.27 Lakhs as against T 27,938.78 Lakhs in the previous financial year. Profit
before tax (PBT) increased to T 5,692.23 Lakhs as against T 5,452.23 Lakhs in the previous
financial year. Profit after tax (PAT) decreased to T 4,596.25 lakhs as against T 4,765.78
Lakhs in the previous financial year.
Standalone:
During the period under review the Company recorded a total revenue from operations of
T 10,813.76 Lakhs as against T 10129.19 Lakhs in the previous financial year. Profit
before tax (PBT) increased to T 2,245.05 Lakhs as against T 1,969.87 Lakhs in the previous
financial year. Similarly, Profit after tax (PAT) increased to T 1,622.21 lakhs as against
T 1,466.75 Lakhs in the previous financial year.
3. DIVIDEND:
The Board of Directors of the Company after considering factors such as elongated
working capital cycle and capex requirement, have not recommended any dividend for the
financial year ended March 31, 2023.
The Company has formulated a Dividend Distribution Policy in accordance with the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). The Dividend Distribution Policy can
be accessed from the Investor section of the website of the Company at
https://balaxipharma.in/assets/images/ corporatepolicies/Dividend_Distribution_Policy.pdf.
4. TRANSFER TO RESERVES:
During the year under review, no transfer is proposed to any reserves and accordingly,
the entire balance available in the statement of profit and loss is retained in it.
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There are no material changes and commitments, affecting the financial position of the
Company that have occurred between the close of the financial year ended March 31, 2023
and the date of this Board's Report.
6. PREFERENTIAL ISSUE:
During the year under review, pursuant to the approval accorded by the members, at
their Extraordinary General Meeting held on September 27, 2022 and the In Principle
approval received from National Stock Exchange of India Limited, the Company has issued
the following securities on preferential basis:
i. 24,500 (Twenty-Four Thousand Five Hundred) Equity Shares at an issue price of 7
451/- (Rupees Four Hundred and Fifty-One only) each i.e., of the face value of 7 10/- each
and at a premium of 7 441/- each per Equity Share aggregating to 7 1,10,49,500/- (Rupees
One Crore Ten Lakhs Forty-Nine Thousand Five Hundred only) to certain persons belonging to
public category.
ii. 10,70,000 (Ten Lakhs Seventy Thousand) Convertible Warrants at an issue price of 7
451/- (Rupees Four Hundred and Fifty- One only) each per Warrant aggregating up to 7
48,25,70,000/- (Rupees Forty-Eight Crores Twenty-Five Lakhs Seventy Thousand only) to
certain persons belonging to public category with a right to Warrant Holder to apply for
and get allotted one equity share of face value of 7 10/- (Rupees Ten only) each per
Warrant.
The upfront money of 25% of issue price i.e., 7 112.75/- per warrant aggregating to
712,06,42,500/- (Rupees Twelve Crores Six Lakhs Forty-Two Thousand Five Hundred only) was
received by the Company on allotment of warrants. The balance money of 75% of the issue
price i.e., 7 338.25/- per warrant will be paid by the warrant holders on conversion of
the warrants.
The amount raised by preferential issue will be used by the Company to meet the capital
expenditure requirements to support the construction of the Company's first pharmaceutical
formulation plant, being set up at Jadcherla, Hyderabad. Further, it may be utilized to
meet working capital requirements and general corporate purposes and may also be utilized
to undertake any additional business activities under the main objects clause of the
Memorandum of Association of the Company.
During the period under review, there has been no deviation or variation in the
utilization of the proceeds of the preferential issue.
7. SHARE CAPITAL:
The paid-up share capital of the Company as on March 31, 2023, was 7 10,18,12,500/-
(Rupees Ten Crore Eighteen Lakhs Twelve Thousand Five Hundred only) divided into
1,01,81,250 (One Crore One Lakh Eighty- One Thousand Two Hundred and Fifty) equity shares
of 7 10/- each.
During the year under review, the Company has allotted 24,500 Equity Shares at an issue
price of 7 451/- each i.e., of the face value of 7 10/- each and at a premium of 7 441/-
each per equity share on a preferential basis to certain persons belonging to public
category.
Further, several warrant holders to whom the warrants were allotted by the Company had
applied for conversion of warrants into equity shares. Consequently, the Board of
Directors vide circular resolutions passed on January 27, 2023, February 15, 2023 and
March 14, 2023 have allotted 1,16,500, 16,500 and 23,750 Equity Shares respectively at an
issue price of 7 451/- each i.e., of the face value of 7 10/- each and at a premium of 7
441/- each per equity share to the warrant holders who had applied for conversion of their
warrants.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
i. Balaxi Global DMCC, Dubai- Subsidiary Company
Your Company has a wholly owned subsidiary, Balaxi Global DMCC in Dubai, United Arab
Emirates ("UAE"). The Subsidiary was incorporated with a focus to carry out the
international distribution business of the Company. The main objects of the subsidiary
Company are in line with the main objects of the parent Company.
The Subsidiary, Balaxi Global DMCC further have six wholly owned subsidiaries:
(a) Balaxi Healthcare Guatemala, S.A, Republic of Guatemala
(b) Balaxi Healthcare Dominicana, S.R.L, Dominican Republic
(c) Balaxi Healthcare Honduras, S. DE R.L. DE C.V, Honduras
(d) Balaxi Healthcare Centrafrique, SARL, Centrafrique
(e) Balaxi Healthcare El Salvador S.A DE., El Salvador
(f) Balaxi Healthcare Angola, Republic of Angola
The above-mentioned Companies are step down subsidiaries of your Company, these
step-down subsidiaries work as an extended arm for the Company by managing the local
operations and distribution in our existing markets of Africa and Latin America.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the
Act") read with Companies (Accounts) Rules, 2014, a statement containing the salient
features of financial statements of the Subsidiaries in Form No. AOC-1 is attached as Annexure-
A to this report. The statement also provides details of the performance and the
financial position of the subsidiaries.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company including the consolidated financial statements along with relevant
documents are available on Investor section of the website of the Company at
https://balaxipharma.in/financial- results. Copies of the financial statements of the
subsidiary companies are also available on the Company's website at
https://balaxipharma.in/ subsidiaries-financial-statements.
ii. Associate Company/ Joint Venture
During the year under review, the Company does not have any associates or Joint
ventures.
During the year under review no Company has ceased to be Company's Subsidiary/ Joint
Venture/ Associate.
9. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements for the financial year ended March 31, 2023, are
prepared in accordance with Indian Accounting Standards as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions
of the Act.
As per the provisions of Section 136 of the Act, the Company has placed separate
audited accounts of its subsidiaries on its website at https://balaxipharma.
in/subsidiaries-financial-statements and a copy of separate audited financial statements
of its subsidiaries will be provided to shareholders upon their request.
10. CHANGE IN THE NATURE OF BUSINESS:
There have been no changes in the nature of the business of the Company during the year
under review.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2023, The Board consists of 6 (six) Directors, with an optimum mix of 4
(four) Independent Directors, 1 (one) Executive Director and 1 (one) NonExecutive
Director. The Board consists of 2 (two) Woman Directors, 1 (one) of whom is an Independent
Director.
i. Appointments and Resignations during the year under review:
Directors:
Members of the Company at the 79th Annual General Meeting of the
Company held on July 11, 2022, approved the re-appointment of Mr. Ashish Maheshwari (DIN:
01575984) as the Managing Director of the Company for a period of 5 (five) years with
effect from May 03, 2022.
Members of the Company through postal ballot by way of remote e-voting approved
the reappointment of Mrs. Purnima Singh Kamble (DIN: 00241708) as an Independent Director
of the Company for a second term of 5 (five) consecutive years with effect from March 26,
2023.
Except the above, there were no changes in the Board of Directors of the Company.
Key Managerial Personnel:
Mrs. Shalini Chinta, resigned from the position of Company Secretary and
Compliance Officer of the Company w.e.f. close of business hours on September 16, 2022.
The Board placed on record its sincere appreciation for the contribution made by her
during her tenure.
The Board of Directors at their meeting held on November 05, 2022, approved the
appointment of Mr. Udayan Shukla as Company Secretary and Compliance Officer of the
Company with immediate effect.
Except the above, there were no changes in the Key Managerial Personnel of the Company.
ii. Re-appointments proposed at the AGM:
In accordance with the provisions of the Act and the Articles of Association of
the Company, Mrs. Minoshi Maheshwari (DIN: 01575975), Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible, offers herself for
re-appointment. Based on the recommendation of the Nomination and Remuneration Committee,
the Board of Directors recommends her re-appointment as a Director, liable to retire by
rotation.
Members of the Company, at the 78th Annual General Meeting of the
Company, held on August 25, 2021, approved the appointment of Mr. Mangina Srinivas Rao
(DIN: 08095079) as an Independent Director, not liable to retire by rotation, for a period
of 3 (Three) years commencing from September 15, 2020. The term of appointment of Mr.
Mangina Srinivas Rao is up to September 14, 2023. Pursuant to the recommendation of the
Nomination and Remuneration Committee, the Board of Directors of the Company at their
meeting held on May 29, 2023 recommended the re-appointment of Mr. Mangina Srinivas Rao as
an Independent Director, not liable to retire by rotation, for a second term of five years
commencing from September 15, 2023 to September 14, 2028, based on his skills, experience,
knowledge and positive outcome of performance evaluation.
12. MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, The Board of Directors of the Company met 6 (six) times
on April 25, 2022, May 23, 2022, August 02, 2022, September 05, 2022, November 05, 2022
and February 01, 2023. The maximum interval between any two meetings did not exceed 120
days, as prescribed under the Act. The details of the meetings are provided in the
Corporate Governance Report, which forms a part of this annual report.
13. COMMITTEES OF THE BOARD:
As on March 31, 2023, pursuant to the requirement under the Act and the Listing
Regulations, the Board of Directors had the following Committees:
i. Audit Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholders' Relationship Committee;
iv. Corporate Social Responsibility Committee and
v. Risk Management Committee.
As on March 31, 2023, the Audit Committee comprises of Mr. Kunal Bhakta, Chairman, Mr.
Gandhi Gamji, Member and Mr. Ashish Maheshwari, Member.
The composition, terms of reference of the Committees and number of meetings held
during the year are provided in the Corporate Governance Report, which forms a part of
this annual report.
During the year, all the recommendations made by the Board Committees, including the
Audit Committee, were accepted by the Board.
14. MEETING OF INDEPENDENT DIRECTORS:
Meeting of the Independent Directors without the presence of Non- Independent Directors
and members of Management was duly held on February 20, 2023, where the Independent
Directors inter alia evaluated the performance of Non-Independent Directors and the Board
of Directors as a whole, reviewed the performance of Chairperson of the Board and assessed
the quality, quantity and timeliness of the flow of information between the Management of
the Company and the Board of Directors.
15. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have submitted requisite declarations confirming that they
continue to meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(1) (b) of the Listing Regulations. Based on the declarations submitted by
the Independent Directors, Board is of the opinion that the Independent Directors fulfil
the conditions specified in the Act and Listing Regulations and are independent of the
Management.
Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of
the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by
including/ registering their names in the data bank of Independent Directors maintained
with Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors have the integrity,
expertise and experience, including the proficiency required to effectively discharge
their roles and responsibilities in directing and guiding the affairs of the Company.
16. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:
All Directors including Independent Directors go through a structured orientation/
familiarization programme to make them familiar with their roles, rights and
responsibilities in the Company at the time of appointment and also on a recurrent basis.
The details of various programmes undertaken for familiarizing the Independent Directors
are available on the website of the Company at https://balaxipharma.in/
assets/images/corporatepolicies/FAMILIARIZATION_ PROGRAMME_TO_INDEPENDENT_DIRECTORS_. pdf.
17. BOARD EVALUATION:
Pursuant to the provisions of the Act and the Listing Regulations, Company has put in
place a criteria for annual evaluation of performance of Chairperson, Individual Directors
(Independent & Non - Independent), Board Level Committees and the Board as a whole.
Board evaluated the effectiveness of its functioning and that of Committees and of
Individual Directors by seeking their inputs on various aspects of Board/ Committee
Governance. Aspects covered in the evaluation included criteria of corporate governance
practices, role played by the Board in decision making, evaluating strategic proposals,
discussing annual budgets, assessing adequacy of internal controls, review of risk
Management procedures, participation in the long-term strategic planning, the fulfilment
of Directors' obligations and fiduciary responsibilities and active participation at Board
and Committee meetings. Performance evaluation was made on the basis of structured
questionnaire considering the indicative criteria as prescribed by the Evaluation Policy
of the Company. The evaluation policy can be accessed on the website of the Company at
https://balaxipharma. in/assets/images/corporatepolicies/Board_Evaluation_ Policy.pdf.
In a separate meeting of the Independent Directors, the performance of the
Non-Independent Directors, the Board as a whole and Chairman of the Board were evaluated.
18. INVESTOR EDUCATION PROTECTION FUND (IEPF):
i. Transfer of Un-claimed/Un-paid dividend to Investor Education and Protection Fund
Dividend transferred to Unpaid Dividend Account which remained as unpaid or unclaimed
for a period of seven years from the date of such transfer, has to be transferred to
Investor Education and Protection Fund as per Section 124 (5) of the Act. In compliance
with the above, the Company transferred Rs. 30,675/- (Rupees Thirty Thousand Six Hundred
and Seventy-Five only) to the above Fund on November 10, 2022, being the unclaimed
dividend for the Financial Year 2014-15.
ii. Transfer of Equity shares to Investor Education Protection Fund
Pursuant to the provisions of the Section 124(6) of the Act, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, (as amended) and other applicable rules, notifications and circulars, if any, every
Company is required to transfer the shares, in respect of which dividend remains unpaid /
unclaimed for a period of seven (7) consecutive years or more, to the Investor Education
and Protection Fund.
In compliance with the above, the Company transferred 2,910 (Two Thousand Nine Hundred
and Ten) Equity Shares on November 21, 2022, to Investor Education and Protection Fund in
respect of which dividend was not claimed for seven consecutive years from the date of
transfer to unpaid dividend account of the Company for the respective year(s). The details
of the same can be accessed from the website of the Company at
https://balaxipharma.in/investor-unclaimed-dividend.
Details of Nodal Officer:
The details of the Nodal Officer appointed under the provisions of Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, are
given below and the same is disseminated on the website of the Company.
Name of the Nodal Officer |
Mr. Udayan Shukla |
Designation |
Company Secretary and Compliance Officer |
Address and Contact Number |
Address: Plot No. 409, H. No. 8-2293, Maps Towers, 3rd Floor, Phase -
III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) - 500 096. |
|
Contact Number: +91 40 23555300 |
Email ID |
secretarial@balaxi.in |
19. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed that the Directors
have:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.
ii. 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 and
loss of the Company for that period.
iii. 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. prepared the annual accounts on a going concern basis.
v. laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.
vi. devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
20. AUDIT AND AUDITORS:
i. Statutory Auditors and their report
The Members of the Company, at the 75th Annual General Meeting
("AGM") of the Company held on September 20, 2018, had approved the appointment
of M/s P. Murali & Co., Chartered Accountants (Firm registration number: 007257S), as
Statutory Auditors of the Company, to hold office from the conclusion of 75th
AGM till the conclusion of the ensuing 80th AGM.
In terms of the provisions of Section 139 of the Act, the Companies (Audit and
Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or
reappoint an audit firm as statutory auditors for not more than 2 (two) terms of 5 (five)
consecutive years. M/s P. Murali & Co. is eligible for re-appointment for a further
period of five years. After evaluating various factors such as industry experience,
competency of the audit team, efficiency in conduct of audit, independence, etc., the
Board of Directors of the Company has, based on the recommendation of the Audit Committee,
at its meeting held on May 29, 2023, proposed the re-appointment of M/s P. Murali &
Co., as the Statutory Auditors of the Company, for a second term of five consecutive years
from the conclusion of 80th AGM till the conclusion of the 85th AGM
of the Company to be held in the year 2028. Further, the proposed remuneration payable to
M/s P. Murali & Co. for statutory audit services for the financial year ending March
31, 2024, will be in the range of 2 5,00,000/- (Rupees Five Lakhs only) to 2 8,00,000/-
(Rupees Eight Lakhs only), plus applicable taxes and out of pocket expenses. Revision, if
any, to the statutory audit fees for the remaining part of the tenure, shall be approved
by the Audit Committee/ Board of Directors, as may be required. This proposal for
re-appointment of Statutory Auditor forms part of the Notice of AGM for your approval.
The Auditors Report for the Financial Year ended March 31, 2023, does not contain any
qualification, reservation, adverse remark or disclaimer. The report is enclosed with the
financial statements in this Annual Report.
ii. Secretarial Auditors and their report
Section 204 of the Act, inter-alia, requires every listed Company to annex to its
Board's report, a Secretarial Audit Report, given in the prescribed form, by a Company
Secretary in Practice.
The Board of Directors had appointed BVR & Associates Company Secretaries LLP as
Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year
ended March 31, 2023 and their report in Form MR-3 is annexed to this Report as Annexure
B. There are no qualifications, reservations, adverse remarks or disclaimer in the
said report except the following:
Based on the aforesaid information provided by the Company, we report that during the
financial year under report, the Company has complied with the provisions of the Act/s,
Rules, Regulations, Guidelines, Standards, etc. mentioned above and we have not found
material observation or instance of non-compliance in respect of the same except that the
Company received a letter from NSE for delayed compliance of Regulation 29(2) of SEBI
(LODR) Regulations, 2015.
Board's Comment:
The proposal to recommend the dividend was decided only on the day of the meeting and
the same was taken up as any other matter with the permission of the Board. The disclosure
was submitted to the exchange after the conclusion of Board Meeting. Company has submitted
its response to NSE and has also paid a fine of 2 11,800/- (Rupees Eleven Thousand Eight
Hundred only) for the same.
Further, in compliance with Regulation 24A of the Listing Regulations, the Annual
Secretarial Compliance Report issued by the Secretarial Auditors, was submitted to the
stock exchanges within the statutory timelines.
The Board of Directors, on the recommendation of the Audit Committee, has re-appointed
BVR & Associates Company Secretaries LLP as Secretarial Auditors, to conduct the
secretarial audit of the Company for the financial years 2023-24 and 2024-25. They have
confirmed their eligibility for the said re-appointment.
iii. Internal Auditors
Internal Audit for the Financial Year 2022-23 was conducted by M/s PCN &
Associates, Chartered Accountants, Hyderabad. The idea behind conducting Internal Audit is
to examine that the company is carrying out its operations effectively and performing the
processes, procedures and functions as per the prescribed norms. The Internal Auditors
reviewed the adequacy and efficiency of the key internal controls guided by the Audit
Committee.
21. PARTICULARS OF EMPLOYEES:
Information required under Section 197 (12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
in Annexure C to this report.
Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate Annexure forming part of this report.
However, the annual report is being sent to the Members, excluding the aforesaid
Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection.
Any Member interested in obtaining a copy of the same may write to the Company Secretary.
22. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors or the Internal Auditors have reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees.
23. NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Committee works with the Board to determine the appropriate
characteristics, skills and experience for the Board as a whole and its individual members
with an objective of having a Board with diverse backgrounds and experience.
Characteristics expected from all Directors include independence, integrity, high personal
and professional ethics, sound business judgment, ability to participate constructively in
deliberations and willingness to exercise authority in a collective manner. Policy on
appointment and removal of Directors can be accessed at the weblink
https://balaxipharma.in/assets/ images/corporatepolicies/POLICY_ON_Director_
APPOINTMENT.pdf.
Based on the recommendations of Nomination and Remuneration Committee, Board approved
the Remuneration Policy for Directors, Key Managerial Personnel (KMP) and all other
employees of Company. As part of the policy, Company strives to ensure that:
i. The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
ii. Relationship between remuneration and performance is clear and meets appropriate
performance benchmarks; and
iii. Remuneration to Directors, KMP and senior Management involves a balance between
fixed and incentive pay reflecting short and longterm performance objectives, appropriate
to the working of Company and its goals.
The salient features of this policy are:
This Policy sets out the guiding principles for the Human Resources and
Nomination and Remuneration Committee for recommending to the Board the remuneration of
the directors, key managerial personnel and other employees of the Company.
It lays down the parameters based on which payment of remuneration (including
sitting fees and remuneration) should be made to NonExecutive Directors.
It lays down the parameters based on which remuneration (including fixed salary,
benefits and perquisites, commission, retirement benefits) should be given to Whole-time
Directors, KMPs and rest of the employees.
The Remuneration Policy for Directors, KMP and other employees can be accessed at the
weblink https:// balaxipharma.in/assets/images/corporatepolicies/ Remuneration_Policy.pdf.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors and
Employees to report to the Management instances of unethical behaviour, fraud or violation
of Company's code of conduct. The mechanism provides for adequate safeguards against
victimization of employees and Directors who use such mechanism and makes provision for
direct access to the Chairperson of the Audit Committee. No person has been denied access
to the Audit Committee.
During the year under review, the Company has not received any instances of genuine
concerns from Directors or employees under this mechanism. The Company has also hosted the
Whistle Blower Policy on the website of the Company and can be accessed at the weblink
https://balaxipharma.in/assets/images/ corporate policies/BPL_WHISTLE_BLOWER_POLICY. pdf.
25. POLICY ON MATERIAL SUBSIDIARIES:
The Board of Directors of the Company has, in accordance with the Listing Regulations,
approved and adopted a Policy for determining material subsidiaries and the said policy as
uploaded on the website of the Company can be accessed at the weblink: https://
balaxipharma.in/assets/images/corporatepolicies/03- POLICY_ON_MATERIAL_SUBSIDIARY.pdf.
26. CORPORATE SOCIAL RESPONSIBILITY:
Your Company has always discharged its social responsibility as a part of its Corporate
Governance philosophy. We are ethically and socially motivated and have always contributed
towards the development of the society at large. For us, business priorities co-exist with
social commitments to drive holistic development of people and communities. We seek to
touch and transform people's lives by promoting healthcare, education and sustainability.
The Corporate Social Responsibility Committee ("CSR Committee") constituted
by the Board of Directors has formulated a Corporate Social Responsibility Policy
("CSR Policy") indicating the activities to be undertaken by the Company. The
CSR Committee monitors the CSR Policy and recommends the amount of expenditure to be
incurred towards CSR activities. CSR Committee has met twice during the year under review
on August 01, 2022 and November 04, 2022.
The CSR Committee comprises of the following directors:
S. No. |
Name of Committee Members |
Designation in the Committee |
Category of Directorship |
1. |
Mrs. Minoshi Maheshwari |
Chairperson |
Non - Executive and Promoter |
2. |
Mr. Ashish Maheshwari |
Member |
Executive and Promoter |
3. |
Mr. Gandhi Gamji |
Member |
Non-Executive and Independent |
During the year under review, there were no substantive changes in the Policy except to
align the Policy with amendments made in the Act and the policy is available on the
website of the Company at https://balaxipharma.in/assets/images/
corporatepolicies/CSR_Policy.pdf.
As per the provisions of Section 135 of the Act and the Rules made thereunder, the
Company was required to spend 2 33.04 Lakhs for the financial year 2022-23, i.e., at least
2% of the average net profits of the Company made during the three immediately preceding
financial years. The Company, however, spent an amount of 2 9.54 Lakhs towards CSR
activities during the financial year 2022-23. The unspent amount of 2 23.50 Lakhs relates
to an ongoing project and has been transferred to a separate bank account titled
Balaxi Pharmaceuticals Ltd UCSR FY 2022-23'. The amount transferred will be spent
within the time limits specified in the Act and the Rules made thereunder.
The brief outline of the CSR Policy of the Company, initiatives undertaken by the
Company on CSR activities during the year under review and details regarding CSR Committee
are set out in Annexure D of this report as "Annual Report on CSR
Activities".
27. RISK MANAGEMENT POLICY:
The Company has developed and implemented a Risk Management policy detailing risks
associated with its business, process of identification of elements of risks, monitoring
and mitigation of these risks. The Management of the Company with the help of inhouse team
and internal auditor, identifies the risks. Risks are generally associated with the areas
of new products, information security, digitization etc. The Company had taken adequate
checks and balances to eliminate and minimize the risk through the robust implementation
of ERP (SAP) system. The Risk Management Policy of the Company may be accessed at the
website of the Company at https://balaxipharma.in/assets/images/
corporatepolicies/Risk_Management_Policy.pdf.
28. INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial disclosures. The
Company's Chief Financial Officer has overall responsibility for the Management of the
Company, including the design, implementation, and monitoring of internal control.
Internal controls are implemented by individuals throughout the Company, and it is
important that competent, well-trained individuals are involved in the design and
oversight of the controls. Audit Committee reviews the adequacy and effectiveness of
internal control system and monitors the implementation of audit recommendations.
The Company has implemented adequate procedures and internal control systems which
provide reasonable assurance regarding reliability of financial reporting and preparation
of financial statements. The Company is operating in a fully computerized environment and
maintains all its records in ERP (SAP) System and the workflow, approvals are completely
routed through ERP(SAP).
The Company has appointed Internal Auditors to examine the internal controls and verify
whether the workflow of the organization is in accordance with the approved policies of
the Company. Internal Financial Controls were reviewed by the Audit Committee. Further,
the Board also reviews effectiveness of the Company's internal control system and the
Statutory Auditors of the Company also carried out audit of Internal Financial Controls
over Financial Reporting of the Company as on March 31, 2023 and issued their report which
forms part of the Independent Auditor's report.
29. DEPOSITS:
During the period under review, the Company has not accepted any deposits within the
meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014 and accordingly no amount on account of principal or interest on public
deposits was outstanding as on March 31, 2023.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans given, guarantees provided and investments made by the Company
during the financial year ended March 31, 2023, as required under the provisions of
Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014,
are disclosed in the notes to Financial Statements which may be read as a part of this
Report.
31. REVISION MADE IN FINANCIAL STATEMENTS/ BOARD'S REPORT:
The Company has not revised the Financial Statements or Board's Report in respect of
any of the three preceding financial years.
32. CODE OF CONDUCT:
In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors
have framed and adopted Code of Conduct ("the Code") for Directors and Senior
Management of the Company. The Code provides guidance on ethical conduct of business and
compliance of law. The Code is available on the Company's website at
https://balaxipharma.in/assets/ images/corporatepolicies/Code_of_Conduct_for_
Board_members_and_the_Senior_Management.pdf.
All Members of the Board and Senior Management personnel have affirmed the compliance
with the Code as on March 31, 2023. A declaration to this effect, signed by the Managing
Director in terms of the Listing Regulations, is given in the Corporate Governance Report
forming part of this Annual Report.
33. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on March 31,
2023 is available on the website of the Company in the Miscellaneous section at
https://balaxipharma.in/ investor-annual-report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report for the year under review is presented in a separate section and forms
part of this Annual Report.
35. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts, arrangements and transactions entered by the Company with related
parties during the financial year 2022-23 were in the ordinary course of business and on
an arm's length basis. During the year, the Company did not enter into any transaction,
contract or arrangement with related parties, which could be considered material, in
accordance with the Company's Policy on dealing with Related Party Transactions ("RPT
Policy"). Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
During the year under review, all related party transactions entered into by the
Company were approved by the Audit Committee. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are foreseen and are repetitive in
nature.
As required under the Indian Accounting Standards, related party transactions are
disclosed in Notes to the Company's financial statements for the financial year ended
March 31, 2023.
In accordance with the requirements of the Listing Regulations, the Company has adopted
a Policy on Materiality of Related Party Transactions and the same has been placed on the
website of the Company at https://balaxipharma.in/assets/images/
corporatepolicies/02-POUCY_ON_RELATED_PARTY_ TRANSACTIONS.pdf.
36. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements. The Corporate Governance Report, as
required under Regulation 34 read with Schedule V of the Listing Regulations, forms part
of this Annual Report.
The Practicing Company Secretary's Certificate confirming compliance with Corporate
Governance norms is attached to the Corporate Governance Report.
Further, as required under Regulation 17(8) of the Listing Regulations, a certificate
from the Managing Director and CFO is also attached to the Corporate Governance Report.
37. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report ("BRSR") of the
Company for the Financial year ended March 31, 2023 forms part of this Annual Report as
required under Regulation 34(2)(f) of the Listing Regulations.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as Annexure
E.
39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Company has zero tolerance towards sexual harassment at the workplace. Company has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.
The Company has complied with the provisions relating to the constitution of the
Internal Complaints Committee as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company has not received any Complaint of sexual
harassment.
40. LISTING STATUS:
The Company's equity shares are listed on National Stock Exchange of India Limited
("NSE"). The Company has paid the listing fees to NSE and the Annual Custody Fee
to National Securities Depository Limited and Central Depository Services (India) Limited
for the financial year ended March 31, 2023.
41. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:
The Board has formulated a code of internal procedures and conduct to regulate, monitor
and report trading by Insiders. This code lays down guidelines, procedures to be followed
and disclosures to be made by the insiders while dealing with shares of the Company and
cautioning them on consequences of non-compliances. The copy of the same is available on
the website of the Company in the Investor section at https://
balaxipharma.in/assets/images/corporatepolicies/BPL_ PIT_Code_of_Conduct.pdf.
Further, the Board has also formulated code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code")
for fair disclosure of events and occurrences that could impact price discovery in the
market for the Company's securities and to maintain the uniformity, transparency and
fairness in dealings with all stakeholders and ensure adherence to applicable laws and
regulations. The copy of the same is available on the website of the Company in the
Investor section at https://balaxipharma.in/
assets/images/corporatepolicies/Code_of_Practices_
And_Procedures_For_Disclosure_of_UPSI.pdf.
42. OTHER DISCLOSURES:
i. The Company does not have any Employee Stock Option Scheme & Employee Stock
Purchase Scheme for its Employees/ Directors.
ii. The Company has not issued sweat equity shares and shares with differential rights
as to dividend, voting or otherwise.
iii. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors and General Meetings, issued by the Institute of
Company Secretaries of India.
iv. There were no significant or material orders passed by the regulators or courts or
tribunals which could impact the going concern status of the Company and its future
operations.
v. The Company is not required to make and maintain such accounts and cost records as
specified by the Central Government under subsection (1) of Section 148 of the Act read
with the Companies (Accounts) Rules, 2014.
vi. Pursuant to Section 197 (14) of the Act, the Managing Director of the Company did
not receive any remuneration or commission from its subsidiaries/ holding company.
vii. There are no applications made or proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
viii. The Company has not entered into one time settlement with any Banks or Financial
Institutions during the year. Hence, disclosure pertaining to difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan is not applicable.
43. ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation for the continued co-operation
and support extended to the Company by government authorities, customers, vendors,
regulators, banks, financial institutions, rating agencies, stock exchanges, depositories,
auditors, legal advisors, consultants, business associates, members and other stakeholders
during the year. The Directors also convey their appreciation to employees at all levels
for their contribution, dedicated services and confidence in the management.
For and on behalf of the Board of Directors, |
Mr. Ashish Maheshwari |
Mrs. Minoshi Maheshwari |
(Managing Director) |
(Director) |
DIN:01575984 |
DIN: 01575975 |
Date: May 29, 2023 |
|
Place: Hyderabad |
|
|