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, 2025.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE: ( in Lakhs)
|
Standalone |
Consolidated |
PARTICULARS |
|
|
|
|
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
6,098.82 |
7,019.60 |
-29256.12 |
24,129.44 |
Other Income |
537.34 |
239.86 |
(371.64) |
(264.65) |
Total Income |
6,636.16 |
7,259.46 |
28,884.48 |
23,864.79 |
Operating expenditure |
5,856.02 |
6,495.99 |
25,534.60 |
19,456.37 |
Profit before Depreciation, Finance Costs,
Exceptional |
780.14 |
763.49 |
3,349.88 |
4,408.42 |
items and Tax Expense (EBITDA) |
|
|
|
|
Less: Exceptional items |
|
|
|
(3,829.34) |
Less: Depreciation |
(45.60) |
(51.06) |
(189.46) |
(209.84) |
Less: Finance Costs |
(205.77) |
(154.12) |
(293.46) |
(167.71) |
Profit /loss before Tax Expense (PBT) |
528.77 |
558.31 |
2,866.96 |
201.53 |
Less: Tax Expense (Current & Deferred) |
(168.64) |
(193.28) |
(359.94) |
(440.23) |
Profit After Tax (PAT) |
360.13 |
365.03 |
2,507.02 |
(238.70) |
Basic EPS ( ) |
0.65 |
0.71 |
4.54 |
(0.46) |
Diluted EPS ( ) |
0.65 |
0.71 |
4.54 |
(0.46) |
2. STATE OF COMPANY'S AFFAIRS: Consolidated:
During the period under review the Company recorded a Total revenue
from operations of 29,256.12 Lakhs as against 24,129.44 Lakhs in the previous financial
year. Profit before tax (PBT) stood at 2,866.96 Lakhs as against 201.53 Lakhs in the
previous financial year. Profit after tax (PAT) stood at 2,507.02 lakhs as against
negative PAT of (238.70) Lakhs in the previous financial year. Standalone: During
the period under review the Company recorded a Total revenue from operations of 6,098.82
Lakhs as against 7,019.60 Lakhs in the previous financial year. Profit before tax (PBT)
stood at 528.77 Lakhs as against 558.31 Lakhs in the previous financial year.
Similarly, Profit after tax (PAT) stood at 360.13 lakhs as against
365.03 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, 2025.
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, 2025 and the date of this Board's Report.
6. PREFERENTIAL ISSUE:
During the year under review, a total of 1,43,750 warrants were
converted in to shares. Further, out of total 10,70,000 (Ten Lakhs Seventy Thousand)
Convertible Warrants issued at an issue price of 451/- (Rupees Four Hundred and Fifty-One
only) each per warrant, a total of 10,17,000 warrants were converted in to shares and
53,000 warrants were forfeited.
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, 2025, was
11,04,15,000/- (Rupees Eleven Crores Four Lakhs Fifteen Thousand only) divided into
552,07,500 (Five Crores Fifty-Two Lakhs Seven Thousand and Five Hundred only) equity
shares of 2/- each.
Further, several warrant holders to whom the warrants
wereallottedbytheCompanyhadappliedforconversion of warrants into equity shares.
Consequently, the Board of Directors vide circular resolutions passed on April 03,2024 and
April 11,2024 have allotted 82,750, and 61,000 Equity Shares respectively at an issue
price of 451/- each i.e., of the face value of 10/- each and at a premium of 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 two wholly owned subsidiary, Balaxi Global DMCC in
Dubai, United Arab
Emirates ("UAE") and Balaxi healthcare Ecuador-
S.A.S. The Subsidiary Balaxi Global DMCC 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 Dominican, 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, 2025, 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, 2025, The Board consists of 6 (six) Directors, with an optimum mix of 4 (four)
Independent Directors, 1 (one) Executive Director and 1 (one) Non-Executive 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:
During the year under review, Mrs. Purnima Singh Kamble with
effect from May 08, 2024 has tendered her resignation from the Board of the Company due to
her other professional commitments. She further confirmed in her resignation letter that
there is no other material reason for stepping down from her position as the Independent
Director. The Board of Directors took note of the same and appreciated
Mrs. Purnima Singh Kamble for her valuable suggestions and inputs.
The Board, based on the recommendation of the Nomination and
remuneration
Committee, appointed Ms.Akshita Surana as an Independent Director on
the Board of the Company w.e.f 05.09.2024 and the approval from the Shareholders was
sought by way of a Postal Ballot which was passed with requisite majority.
Except the above, there were no changes in the Board of Directors of
the Company.
Key Managerial Personnel:
Mr. Udayan Shukla, resigned from the position of Company
Secretary and Compliance Officer of the Company w.e.f. close of business hours on May 04,
2024. The Board placed on record its sincere appreciation for the contribution made by him
during his tenure.
Mr. Mahesh Inani was appointed the company secretary of the
company with effect from May 29, 2024.
Mr.Mahesh Inani resigned from the position of the Company
Secretary and Compliance officer w.e.f close of business hours on 05.11.2024. The Board
placed on record its appreciation for the contribution made by him during his tenure.
Mr.Mohith Kumar Khandelwal was appointed as the Company
Secretary and Compliance officer of the Company w.e.f. 06.11.2024.
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.
12. MEETINGS OF THE BOARD OF DIRECTORS: During the year under
review, The Board of Directors of the Company met 5 (Five) times on May 29, 2024,
August 02, 2024, September 05, 2024, November 05, 2024, and February
10, 2025. 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, 2025, 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, 2025, the Audit Committee comprises of Mr. Kunal
Bhakta, Chairman, Mr. Gandhi Gamji,
Member, Mr. Mangina Srinivasa Rao, 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 March 26,2025, 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): In terms of the
provisions of Section 125 and other applicable provisions of the Companies Act, 2013 and
the Rules made thereunder, the amount that remained unclaimed for a period of seven years
is required to be transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.
During the year under review there was no amount of unpaid dividend
and no shares which were transferred to the IEPF.
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 |
Mr. Mohith Kumar Khandelwal |
Officer |
(w.e.f November 06,2024) |
Designation |
Company Secretary and |
|
Compliance Officer |
Address and |
Address: Plot No. 409, H. |
Contact Number |
No. 8-2-293, 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 80th Annual
General Meeting ("AGM") of the Company held on
August 25, 2023, 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 80th
AGM till the conclusion of the ensuing 85th AGM.
The Auditors Report for the Financial Year ended March 31, 2025, 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, 2025 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.
However, it is noted that the Company was non-compliant with
Regulation 17(1)(a) of SEBI
(LODR) Regulations, 2015, due to a delay of
27 days in appointing a Woman Independent
Director. Consequently, a fine of 1,35,000/- plus applicable GST was
levied by NSE. The matter was placed before the Board at its meeting held on February 10,
2025, along with the explanation for the delay.
Board's Comment
The Company was in the process of shortlisting and finalizing the
right candidate for the position of Independent Women Director. However, as the
finalization of the candidate took time, the appointment couldn't be completed within
the stipulated timeline and was consequently delayed.
The Company had noted the same at it's board meeting held on
10.02.2025 and the comments made by the Board on the fine levied by the exchange were
given as an outcome of the meeting. The fine amount of 1,35,000/- was also paid.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,
2014 read with Regulation 24 A of the SEBI (LODR) Regulations,
2015, as amended, the Board, subject to the approval of the
Shareholders, has appointed
M/s. BVR & Associates Company Secretaries LLP ( a peer reviewed
firm, represented by
Mr.Yogindunath S, partner of the firm, having
CP No.9137) to undertake the Secretarial Audit of the Company for a
period of five consecutive years i.e., from FY 2025-26 till FY 2029-30. iii. Internal
Auditors
The company has appointed M/s Siva Ramakrishna & Associates,
Chartered accountants, Hyderabad as the internal auditors for the F.Y 2024-25.
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 long-term 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 Non-
Executive 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/
corporatepolicies/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 once during the
year under review on May 28,2024.
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
31.82 Lakhs for the financial year 2024-25, 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 3.17 Lakhs towards CSR activities during the financial year
2024-25. The unspent amount of 28.65 Lakhs relates to an ongoing project and has been
transferred to a separate bank account titled Balaxi Pharmaceuticals Ltd UCSR FY
2024-25'. 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 work flow; 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 31,2025
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, 2025.
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, 2025, 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, 2025. 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,
2025 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 2024-25 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, 2025.
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-POLICY_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, 2025 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, 2025.
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 shareholders by the way of postal ballot on April 18, 2024 have
approved the subdivision of the face value of equity shares of the company from 10 to 2 /-
each fully paid up. iv. 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.
v. 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. vi. 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. vii. 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. viii. There are no applications made or
proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016. ix. 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 30,2025 |
|
Place: Hyderabad |
|
|