Your Directors are pleased to present the Thirty Sixth (36th) Annual
Report and the audited financial statements of the Company, for the financial year ended
31.03.2023
FINANCIAL SUMMARY/ REVIEW OF OPERATIONS/ STATE
OF COMPANYS AFFAIRS
Following is the analysis of the standalone financial statements of the
Company during the year under review:
(in Rs. Crores)
| Particulars |
F.Y 2022-2023 |
F.Y 2021-2022 |
| Total income from operations Pro t from operations before
interest, other income and exceptional items |
305.25 8.55 |
286.86 12.05 |
| Tax Expense |
2.42 |
3.47 |
| Pro t after tax |
6.13 |
8.58 |
| Total Comprehensive Income Earnings per share (In Rs) |
6.35 |
8.57 |
| Basic: |
3.90 |
5.79 |
| Diluted: |
3.94 |
5.67 |
The financial year 2022-23 was a year of satisfactory performance by
the Company. During the year, the revenue from operations recorded a growth of 6.41% in
comparison to the revenue from previous financial year. However Pro t after Tax (PAT)
recorded a decrease of 28.6 % due to in ationary trends in the industry
Highlights of Companys performance are covered in detail in the
Management Discussion and Analysis Report (MDA), included in this Annual Report as
required under Schedule V of the SEBI (LODR) Regulations, 2015.
DIVIDEND
The Board of Directors is pleased to recommend a Dividend of Re.1 /-
per Equity Share of Rs.10/- each, i.e 10% of the Equity Share Capital of the Company
thereby appropriating an amount of Rs 1.57 Crores towards Dividend for the F.Y 2022-23.
UNCLAIMED DIVIDEND
Section 124 of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules)
provides that the dividend that has remained unclaimed or unpaid for a period of seven
years is to be transferred to Investor Education and Protection Fund (IEPF). Further, the
Rules mandate that the shares on which dividend has not been paid or claimed for seven
consecutive years or more shall also be transferred to the IEPF.
During the year under review, the Company has transferred 8,363 Equity
Shares of the shareholders, whose dividend is outstanding for 7 consecutive years and an
amount of Rs 3,79,577/- to the IEPF account as per the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
Details of the shareholders whose shares and unpaid dividend that was
transferred to the IEPF a/c is updated on Companys website www.balpharma.com.
Shareholders holding shares in physical form are advised to encash
their Dividend on time to avoid transfer of their shares to IEPF account.
TRANSFER TO RESERVE
The Company does not propose to transfer any amount to general
reserves.
SHARE CAPITAL
Rs.15,68,98,720/- comprising of 1,56,89,872 Equity Shares of Rs.10 each
continued to be the Issued and Paid Up Capital of the Company. During the financial year
2022-23 the Company has not issued any Equity Shares with differential voting rights, nor
issued sweat Equity Shares.
During the financial year 2022-23 the Company has allotted 1,17,500
(one Lakh seventeen Thousand Five Hundred) equity shares of Rs.10 each to the permanent
employees of the Company under Bal Pharma Ltd Employees Stock Option Scheme 2014, And also
allotted 7,50,000 equity shares of Rs.10 (Rupees Ten only) each to Shailesh Siroya,
Managing Director by way of conversion of warrants issued under preferential issue.
CONSOLIDATED FINANCIAL STATEMENTS
The Annual consolidated financial statements together with the Auditors
Reports is annexed along with standalone financial statements for the financial year
ended 31.03.2023.
NEW PROJECTS/ EXPANSION
The Company has earmarked Rs.36.00 Cr for setting up of an bulk
drugs manufacturing unit at Kadechur KIADB industrial area, Yadgir district ,
Karnataka. The Company has already obtained single window clearance for the said project
and the same is expected to be completed in the next 4 years. Once fully commissioned, the
API manufacturing unit will cater to the domestic and internal markets and ease the
pressure on the existing API unit in Bommasandra , Bangalore.
Apart from this, API unit at Udaipur is getting upgraded to meet the
requirements of the regulated international markets. The Company is also aiming at
increasing its foot print in African markets in the near future. While the Company
continues to launch a slew of new products in India, developed through its in-house
R&D efforts, it also leveraging its strengths in India to position itself as a partner
of choice for launch of latest generation innovative products in India. The Company offers
a comprehensive product portfolio across various therapeutic segments, including
neuropsychiatry, cardiology, diabetes, gastrointestinal, pain/analgesics, gynaecology,
ophthalmology, , dermatology, anti-infectives and other segments. Bal Pharma has one of
the largest sales force , coupled with a strong distribution and geographical reach. It
also enjoys strong brand equity among the medical fraternity.
AUDITORS AND AUDITORS REPORT
a. Statutory Auditors:
M/s SSJNB & Co, Chartered Accountants (FRN # 013976S) were
appointed as Statutory Auditors of the Company from the conclusion of 35th Annual General
Meeting held on 19.09.2022 up to the conclusion of 40th Annual General Meeting i.e for a
period of 5 years.
Management Responses to Auditors observations if any:
There are no observations or remarks on the audited accounts of the
company by the statutory auditors, for the financial year ended 31.03.2023
b. Cost Auditors:
As required by the provisions of Section 148 of the Companies Act,2013,
Mr. M.R Krishna Murthy, Cost Accountant, (FCMA # 7568) was reappointed as the Cost Auditor
of the Company for the financial year 2023-24, to conduct cost audit of the cost records
maintained by the Company.
Cost Audit Report for the FY 2021- 2022 has been led with the
Ministry of Corporate Affairs on 07/10/2022.
c. Secretarial Auditor:
Pursuant to Section 204 of the Companies Act,2013 and rules made
thereunder and in compliance with Regulation 24 A of SEBI (LODR) Regulations, Mr.
Parameshwar G Bhat, Practising Company Secretary (CP # 11004) was appointed by the Board
of Directors as the Secretarial Auditor of the Company for the financial year 2022-2023.
Secretarial Audit Report for the F.Y 2022-23 in Form MR-3 is annexed to
this report as Annexure -1. No comments or remarks were made by the Auditor in his report
for the F.Y 2022-23.
d. Internal Auditors:
M/s Murugesh & Co, Chartered Accountants (M # 002233S) were
appointed as the Internal Auditors of the Company for the F.Y 2022-23 and the internal
audit reports issued by them were periodically reviewed by the Audit Committee and the
Management of the Company is appraised about the observations of the internal auditor and
on corrective actions, if any, that needs to be taken.
RISK MANAGEMENT
The Risk Management Committee of the Company comprising of the
functional heads of the Company will submit its periodical report to the Board of
Directors on the measures to be taken for mitigation of potential risk factors that may
affect the business of the Company.
The Risk Management Policy implemented by the Company which is designed
to enable risks to be identified, assessed and mitigated appropriately, is available on
the website of the Company https://www.balpharma.com/ n
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS
ADEQUACY
Your Company has an adequate system of internal controls with clearly
defined authority limits. Internal controls ensure that the Companys assets are
protected against loss from unauthorised use or disposition and all transactions are
authorised, recorded and reported in conformity with generally accepted accounting
principles. These systems are designed to ensure accuracy and reliability of accounting
data, promotion of operational ef ciency and adherence to the prescribed management
principles. These policies are periodically reviewed to meet business requirements. The
Company has in place adequate internal financial controls with respect to financial
statements.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors wish to con rm:
1. That in preparing the annual accounts, all the applicable accounting
standards had been followed along with proper explanation relating to material departures.
2. That the Directors had selected such accounting policies and applied
them consistently and made judgements 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 of the Company for that period.
3. That the Directors had 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 / detecting fraud and other
irregularities.
4. That the Directors had prepared the annual accounts on a going
concern basis.
5. That the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively.
6. That the Company had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
RELATED PARTY TRANSACTIONS (RPTs)
All contracts /arrangements / transactions entered by the Company
during the financial year with related parties were in ordinary course of business and at
arms length basis and the same were undertaken after prior omnibus approval of the
Audit Committee.
During the year, the Company has not entered into any
contract/arrangement/transaction with the related parties that could be considered as
material, as per the policy of the Company on materiality of related party transactions.
There were no materially significant related party transactions which
could have potential conflict with the interests of the Company at
large. The Companys policy on the related party transactions as approved by the
Board can be accessed from the website i.e
https://www.balpharma.com/balpharmacom. n
Details of disclosure relating to the related party transactions under
Section 188 of the Companies Act, 2013, form part of the notes to the financial statements
provided in this annual report.
The statement relating to related party transactions are provided as
note 57 to the audited accounts. Form AOC-2, which is annexed to this report in Annexure-
2.
All the RPTs undertaken during the financial year are disclosed in the
notes to the financial statements. For Further Details, your attention is drawn to the
Related Party disclosures set out in the Standalone Financial Statements.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES
During the year under review, the following Companies continued to be
the subsidiaries of Bal Pharma Ltd. A report on the financial performance of each of the
subsidiaries as per Section 129(3) of the Companies Act, 2013 in the prescribed format
AOC-1 is provided in Annexure- 3 to the Boards Report and hence not repeated here,
for the sake of brevity:-
| Sl No |
Name of the Company/LLP |
Nature of Business |
% of stake with Bal Pharma, as on 31.03.2023 |
| 1 |
Lifezen Healthcare Private Limited. |
Marketing of OTC products. |
99.40% |
| 2 |
Bal Research Foundation |
Research and Development. |
80% |
| 3 |
Balance Clinics LLP. |
Diabetic care clinics. |
80% |
| 4 |
Golden Drugs Private Limited. |
Manufacturing of APIs |
100% |
SECRETARIAL STANDARDS
Secretarial Standards i.e SS1 & SS2 issued by the Institute of
Company Secretaries of India (ICSI) relating to the Meetings of Board of Directors and
General Meetings, respectively have been duly followed by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMPS)
Mr. H S Venkateshs appointment as Director - Independent Non
Executive was approved by the Shareholders in the 35th Annual General Meeting held on
19.09.2022 and he was appointed as an Independent Director.
Mr. Kotian Chittananda Damodar (DIN: #09613054) appointment as Whole-
time Director was approved by the Shareholders in the 35th Annual General Meeting held on
19.09.2022 and he was appointed as an Whole- time Director.
Mr. Shailesh Siroya (DIN 00048109) is the Managing Director and Mr.
Virupakshaya Himesh (DIN 08554422) is the Whole Time Director of the
Company, Mrs. Preeti Singh, Company Secretary has tendered her resignation with effect
from 15/05/2023 and Mr. Rengarajan Gopalakrishnan, Chief Financial Of cer (CFO) has
tendered his resignation with effect from 24/11/2022 . The company has appointed Mr.
Daddanala Venkat Bharath Bhushan as the Chief Financial Of cer (CFO) of the company with
effect from 06/02/2023 and Mr.Abdul Basith as the Company Secretary with effect from
17/07/2023, are the Key Managerial Personnel of the Company as on the date of this report.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence, as prescribed under
Section 149(6) of the Companies Act, 2013.
The Independent Directors have also con rmed under Regulation 16(b) of
SEBI (LODR) Regulations, 2015 that they are not Non-Independent Director of another
Company on the Board of which any non-independent Director of the listed entity is an
independent Director.
The Company has devised a policy for familiarization of Independent
Directors on their roles, rights, responsibilities with the Company and the said policy is
available on the Companys website www.balpharma.com.
BOARD EVALUATION
The Company has devised a policy for performance evaluation of the
Board, Committees and Individual Directors. The evaluation process among others considers
attendance of Directors at the Board and Committee Meetings, acquaintance with business,
communication within the Board members, effective participation, domain knowledge,
compliance with the internal code of conduct, vision and strategy. The Company has also in
place a Policy for Nomination and Remuneration of KMPs, Senior Management personnel and
Directors of the Company, which is in compliance with Section 178 of the Companies Act,
2013. Policy guiding the nomination and remuneration of the Directors and KMPs can
be accessed from the Companys website
https://www.balpharma.com/balpharmacom/pdf/investors/irl/Nominati
on%20and%20Remuneration%20Policy.pdf The Board carried out annual performance evaluation
of itself, Committees, Individual Directors and Chairman at their Meeting held on
27/02/2023.
Report on performance evaluation of the individual Directors, and
Committees was reviewed by the Chairman and feedback was given to the Directors. The Board
has expressed satisfaction over the overall functioning of the Board Members and their
Committees, which are in line with the objectives and goals of the Company.
MEETINGS OF THE BOARD
The intervening gap between two Board Meetings was within the maximum
period prescribed under the Act. The detailed information regarding Board and Committee
meeting is furnished in the Corporate Governance Report, forming part of the Annual Report
were held during the year under review.
VIGIL MECHANISM
The vigil mechanism of the Company which also incorporates Whistle
Blower Policy as prescribed by SEBI(LODR) Regulations, 2015 includes compliance task force
comprising of senior executives of the Company.
The policy of whistle blower is available on the Companys
website. The policy is reviewed by the Audit Committee from time to time and no concerns
and/or irregularities were reported by the employees till date. Please access the
Companys website https://www.balpharma.com/wbp to refer to the whistle blower policy
of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTFLOW
As per the provisions of Section 134 of the Companies Act, 2013,
details relating to the conservation of energy, technology absorption, foreign exchanges
earnings and out flow are given as Annexure -4 to this report.
CORPORATE GOVERNANCE
Your Company is committed to maintaining highest standards of Corporate
Governance requirements set out by the Securities and Exchange Board of India. A detailed
report on the corporate governance system and practises of the Company along with a
certificate from the practising Company secretary confirming the compliance with the
corporate governance requirements, are given in a separate section of this report as
Annexure-5.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR
SECURITY PROVIDED BY THE COMPANY
The Company makes investments and trade advances to its subsidiaries
for their business purpose. Details of loans, investments and advances covered under
Section 186 of the Companies Act, 2013, form part of the notes to the financial statements
provided in this annual report.
DEPOSITS
Your Company has not accepted any deposits from the public falling
within the purview of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.
Disclosure as per the Companies (Acceptance of Deposits)
Second Amendment Rules, 2015.
The Company has not accepted any unsecured loan from the Directors of
the Company and/or relatives of the Directors during the year under consideration.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT
There have been no material changes or commitments affecting the
financial position of the Company between the end of the financial year and as on the date
of this report. There has been no change in the nature of business or constitution of the
Company.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, Copy
of the Annual Return as on March 31st, 2023 is available on the Companys website
www.balpharma.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Companies Act, 2013, the
Company has constituted a CSR Committee. As on the date of report following is the
composition:
| 1. |
Dr. C. V Srinivas |
Chairman |
| 2. |
Mr. H S Venkatesh |
Member |
| 3. |
Mr. Shailesh Siroya |
Member |
| 4. |
Mr. Jatish Sheth |
Member |
The Committee has formulated a Corporate Social Responsibility policy
which recommends the social activities to be undertaken by the Company, as specified in
Schedule VII of the Companies Act, 2013. A copy of the said policy is available on the
website i.e https://www.balpharma.com/balpharmacom/pdf/ nance/irl/CSR%20Pol
icy%202022.pdf.
The Committee has recommended CSR budget of Rs 9,75,000 (Rupees Nine
Lakhs Seventy Five Thousand only) for the financial year 2022-23 as per the provisions of
Section 135 of the Companies Act, 2013.
The CSR budget for FY. 2022-23 is spent on the following activities.
Sl. No. |
Name of the Activity |
Agency through which the
activity is implemented. |
Amount Spent in Rs. |
Remarks |
01 |
Dialysis for patients with
malfunction of Kidneys. |
Jain Mission Trust,
Chikkaballapur |
2,75,000 |
NIL |
02 |
Various support services
for poor and needy patients. |
Bhagwan Mahaveer Memorial
Jain Trust. Bangalore |
5,00,000 |
NIL |
03 |
Financial support to the
students of orphanage. |
Friends for sick
Association, Bangalore. |
1,00,000 |
NIL |
04 |
Financial support to the
poor and meritorious students. |
Swamy Vivekananda Vidya
Niketana, Bangalore. |
1,00,000 |
NIL |
The brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure- 6 of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
HUMAN RESOURCES
Human resources of the Company have major share in the growth and
development of the Company. The Company continues to hire new talent in order to keep pace
with the new projects and initiatives undertaken. The Management of the Company aims to
strengthen its employee relations through progressive people management.
LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company continued to be listed on BSE Limited,
and National Stock Exchange of India Limited, and the Company has paid the annual listing
fees for F.Y 2022-23 to the Exchanges.
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration in excess of
the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2) & 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
attached as “Annexure -7” to this report.
CEO & CFO CERTIFICATION
The CEO and CFO of the Company in their submission to the Board have
con rmed that the annual financial statements presents a true and fair view of the
Companys affairs and do not omit any material facts, which may make the statements
or gures contained therein either misleading or false.
INSURANCE COVERAGE
The Management of the Company wishes to con rm that all the movable,
immovable and current assets of the Company are covered with comprehensive and adequate
insurance cover.
CREDIT RATING
The discipline with which the Company conducts its financial
transactions is reflected in the BBB- rating given by the credit rating agency Acute for
the financial year 2022-2023. The Management of the Company aims at further improving its
credit rating during the current financial year.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an anti-sexual harassment policy in line with
the requirements of the sexual harassment of women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013. All the employees of the Company either they are
permanent, contractual, temporary or trainees, are covered by the policy.
The following is the summary of the Complaints regarding sexual
harassment, received and redressed during the financial year 2022-23.
Number of Complaints received during the year : Nil Number of
Complaints resolved : NA Number of Complaints pending at the end of the year : NA
GENERAL INFORMATION:
Your Directors Report that no disclosure or reporting is required in
respect of the following items except for issue of shares to permanent employees during
the year under review:
1. Details relating to the deposits covered under Chapter V of the
Companies Act, 2013.
2. Issue of equity shares with differential voting rights with respect
to dividend, voting etc.
3. Issue of shares (including sweat equity shares) to the employees of
the Company under any scheme is given in a separate section of this report as Annexure-8.
4. Neither the Managing Director nor the whole time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the regulators or
courts or tribunals which impacts the going concern status of the Company and its
operations in future.
6. No fraud has been reported by the Auditors to Audit Committee or the
Board during the year.
REVISION OF FINANCIAL STATEMENT OR THE REPORT:
As per the Secretarial Standards-4 in case the Company has revised its
financial statement or the Report in respect of any of the three preceding financial years
either voluntarily or pursuant to the order of a judicial authority, the detailed reasons
for such revision shall be disclosed in the Report of the year as well as in the Report of
the relevant financial year in which such revision is made.
There is no revision of Financial Statement of the Company that took
place in any of the three preceding financial years, under consideration.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC):
There is no such process initiated during the year, therefore said
clause is not applicable to the Company.
FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
There were no such events took place during the year under
consideration.
APPRECIATION:
Your Directors express their gratitude to the Companys customers,
Shareholders, employees, business partners viz. distributors, suppliers, medical
professionals, Companys bankers, financial institutions including investors for
their valuable, sustainable support and co-operation.
For and on behalf of Board of Directors Bal Pharma Limited
| Place: |
Bengaluru |
Himesh Virupakshya |
Shailesh Siroya |
| Date: |
29th May, 2023 |
Whole-Time Director |
Managing Director |
+91-9892691696
