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, 2024.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:
(Rs. in Lakhs)
PARTICULARS |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from Operations |
7,019.60 |
10813.76 |
24,129.44 |
33643.27 |
Other Income |
239.86 |
660.41 |
(264.65) |
263.69 |
Total Income |
RsRs7,259.46 |
11474.17 |
23,864.79 |
33906.96 |
Operating expenditure |
6,495.99 |
9131.68 |
19,456 |
27989.48 |
Profit before Depreciation, Finance Costs, Exceptional items
and Tax Expense (EBITDA) |
763.49 |
2342.49 |
4408.79 |
5917.47 |
Less: Depreciation |
(51.06) |
(51.54) |
(209.84) |
(175.25) |
Less: Finance Costs |
(154.12) |
(45.90) |
(167.71) |
(50.00) |
Profit /loss before Tax Expense (PBT) |
RsRs558.31 |
2245.05 |
4,030.87 |
5692.23 |
Less: Tax Expense (Current & Deferred) |
(193.28) |
(622.84) |
(440.23) |
(1095.98) |
Profit After Tax (PAT) |
RsRs365.03 |
1622.21 |
(238.70) |
4596.25 |
Basic EPS (T) |
3.55 |
16.17 |
(2.32) |
45.81 |
Diluted EPS (T) |
3.54 |
16.02 |
(2.31) |
45.40 |
2. STATE OF COMPANY'S AFFAIRS:
Consolidated:
During the period under review the Company recorded a Total revenue
from operations of T 23,864.79 Lakhs as against T 33906.96 Lakhs in the previous financial
year. Profit before tax (PBT) stood at T 4,030.87 Lakhs as against T 5692.23 Lakhs in the
previous financial year. Profit after tax (PAT) decreased to T (238.70) lakhs as against T
4596.25 Lakhs in the previous financial year.
Standalone:
During the period under review the Company recorded a Total revenue
from operations of T 7,019.60 Lakhs as against T 10,813.76 Lakhs in the previous financial
year. Profit before tax (PBT) stood at T 558.31 Lakhs as against T 2245.05 Lakhs in the
previous financial year. Similarly, Profit after tax (PAT) stood at T 365.03 lakhs as
against T 1,622.21 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, 2024.
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, 2024 and the date of this Board's Report.
6. PREFERENTIAL ISSUE:
During the year under review, out of total 10,70,000 (Ten Lakhs Seventy
Thousand) Convertible Warrants
issued at an issue price of 7 451/- (Rupees Four Hundred and Fifty-One
only) each per Warrant a total of 7,16,500 warrants were converted in to shares.
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, 2024, was 7
10,89,77,500/- (Rupees Ten Crore Seventy-Four lakhs seventy-two thousand and five hundred
only) divided into 1,08,97,750 (One Crore eight lakhs ninety seven thousand seven fifty
olnly) equity shares of 7 10/- each.
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 May 09, 2023, January 25, 2024 ,
February 23,2024 and March 15,2024. have allotted 48,950/-, 1,04,050/- ,4,13,000/- and
1,50,500/- 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 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, 2024, 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, 2024, 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 there were no changes in the
directors of the company. , Mrs .Purnima Singh Kamble with effect from May 08th
,2024 has tendered her resignation from the board of the company and board of the
directors took note of the same and appreciated Mrs. Purnima Singh Kamble for her valuable
suggestions and inputs.
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 has been appointed as the company secretary of
the company with effect from May 29, 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, 2023, August 03, 2023,
November 02, 2023, February 09, 2024, and February 28, 2024. 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, 2024, 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, 2024, the Audit Committee comprises of Mr. Kunal
Bhakta, Chairman, Mr. Gandhi Gamji, Member, Mr. Maniga 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 February 26, 2024, 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 no amount of unpaid dividend and
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 Officer |
Mr. Mahesh Inani ( w.e.f May 29,204) |
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, 2024, 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, 2024 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.
iii. Internal Auditors
M/s PCN & Associates, Chartered Accountants, Hyderabad, internal
auditors of the company had resigned with effect from October 26,2023. The company has
appointed M/s Siva Ramakrishna & Associates, Chartered accountants, Hyderabad with the
effect from November 2,2023 as the internal auditors for the F.Y 2023-24. 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 also provided in Annexure C to this report.
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 29,2023.
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 T 41.83 Lakhs for the financial year
2023-24, 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 T 11.00
Lakhs towards CSR activities during the financial year 2023-24. The unspent amount of T
30.83 Lakhs relates to an ongoing project and has been transferred to a separate bank
account titled Balaxi Pharmaceuticals Ltd UCSR FY 2023-24'. 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, 2024
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, 2024.
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, 2024, 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, 2024. 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, 2024 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 2023-24 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, 2024.
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, 2024 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, 2024.
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 Rs 10 to
Rs 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 sub- section (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 29, 2024 |
|
Place: Hyderabad |
|
|