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)
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.
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.
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:
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.