Balaxi Pharmaceuticals Ltd Directors Report.

To the Members,

The Board of Directors present the Annual Report of Balaxi Pharmaceuticals Limited (the Company) along with the audited standalone and consolidated financial statements for the financial year ended 31st March, 2022. The consolidated performance of the Company and its subsidiary has been referred to, whenever required.

1. Financial Performance

The summarized results of the Company are given below:

(Rs. in Lakhs)

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
PARTICULARS
Revenue 10129.18 8687.11 27938.78 23133.31
Other Income 274.80 180.98 497.17 222.74
Total Income 10403.97 8868.09 28435.95 23356.05
Operating expenditure 8402.97 6808.42 22918.34 18923.12
Profit before Depreciation, Finance Costs, 2001.00 2068.42 5517.61 4403.15
Exceptional items and Tax Expense (EBITDA)
Less: Depreciation (25.03) (8.75) 51.22 (29.78)
Less: Finance Costs (6.12) - 14.16 -
Profit /loss before Tax Expense (PBT) 1969.85 2059.67 5452.23 4432.93
Less: Tax Expense (Current & Deferred) (503.11) (546.33) (686.45) (619.19)
Profit A_er Tax (PAT) 1466.74 1513.34 4765.78 3813.74
Basic EPS (_) 14.67 15.13 47.66 38.14
Diluted EPS (_) 14.67 15.13 47.66 38.14

2. State of Company’s Affairs

Consolidated:

During the period under review the Company recorded a Total revenue of Rs. 27,938.78 Lakhs in comparison with the last year revenue of Rs. 23,133.31 Lakhs. Profit before tax (PBT) increased to Rs. 5,452.23 Lakhs in comparison to the previous year PBT of Rs. 4,432.93 Lakhs. Similarly, Profit after tax (PAT) increased to Rs. 4,765.78 lakhs in comparison to the previous year of Rs. 3,813.74 Lakhs.

Standalone:

During the period under review the Company recorded a Total revenue of Rs. 10,129.18 Lakhs in comparison with the last year revenue of Rs. 8,687.11 Lakhs. Profit before tax (PBT) decreased to Rs. 1,969.85 Lakhs in comparison to the previous year PBT of Rs. 2,059.67 Lakhs. Similarly, Profit after tax (PAT) decreased to Rs. 1466.74 lakhs in comparison to the previous year of Rs. 1513.34 Lakhs.

3. Dividend

The Board of Directors of the Company in their meeting held on 23rd May, 2022 recommended a dividend of 5% on the paid up equity share capital i.e Rs. 0.50 per equity share of face value Rs. 10 each for the Financial Year 2021-22. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source. The Company has formulated a Dividend Distribution Policy in accordance with the SEBI (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/corporate-policies.

4. Transfer to Reserves

The Company does not propose to transfer any amounts to the General Reserve during the period under review.

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 31st March 2022 and the date of this Board’s Report.

6. Share Capital

The paid-up share capital of the Company as on 31st March, 2022 is Rs. 10,00,00,000 divided into 1,00,00,000 equity shares of Rs. 10 fully paid up. During the year under review, the Company has not issued any shares.

The Free Reserves and Surplus including securities Premium stood at Rs. 4791.30 Lakhs as on 31st March, 2022 as against Rs. 3324.56 Lakhs as on 31st March, 2021.

7. Subsidiaries, Associates and Joint Ventures

i. Balaxi Global DMCC, Duba

i- Subsidiary Company

The Company has a wholly owned subsidiary, Balaxi Global DMCC (‘BGD’) in Dubai, United Arab Emirates (UAE). The Subsidiary was incorporated with a focus to carry out the International distribution business of the Company. The main objects of the subsidiary Company is in line with the main objects of the parent Company.

The Subsidiary, Balaxi Global DMCC acquired two distribution companies in Central America viz. Balaxi Healthcare Honduras and Balaxi Healthcare El Salvador as its subsidiaries inthe Financial Year 2021-22. Balaxi Global DMCC, which acquired 49% of shares in Balaxi Healthcare Angola, Angola, in the FY 2020-21, has completed full acquisition by further acquiring 51% of shares in the year under review. Consequently, Balaxi Healthcare Honduras, Balaxi Healthcare El Salvador and Balaxi Healthcare Angola have become Step down subsidiaries of Balaxi Pharmaceuticals Limited.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiary in Form No. AOC-1 is attached as Annexure-I in this report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 ("the Act"), the financial statements of the Company, consolidated financial statements along with relevant documents are available on Investor section of the website of the Company at https://balaxipharma.in/financial-results.

ii. Associate Company/ Joint Venture

The Company does not have any associates or Joint ventures in the year under review.

8. Change in the Nature of Business

There have been no changes in the nature of the business and operations of the Company during the financial year under review.

9. Board and its Committees

The Board consists of six (6) Directors, with an appropriate mix of four (4) Independent Directors, One (1) Executive Director and one (1) Non-Executive Director. The Board consists of two (2) Woman Directors, One (1) of whom is an Independent Director.

i. Appointments and Resignations during the year under review:

Directors:

Mr. Gandhi Gamji (DIN: 01944694) and Mr. Kunal Bhakta (DIN: 01710557) were re-appointed as Independent Directors for a second term of 5 years with effect from 4th May, 2022 by the members in the Annual General Meeting held on 25th August, 2021. In accordance to the provisions of Companies Act, 2013 and the Articles of Association of the Company Ms. Minoshi Maheshwari (DIN: 01575975), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Key Managerial Personnel:

Mr. Pranav Maheshwari was appointed as Senior Vice President- Business Development of the Company and was also designated as Key Managerial Personnel of the Company with effect from 28th October, 2021.

ii. Number of Board Meetings

The Board met Five (5) times during the Financial Year 2021-22 on 14th April, 2021, 20th May, 2021, 17th July, 2021, 28th October, 2021 and 9th February, 2022and the gap between the said meetings did not exceed the limit of 120 days, as prescribed under the relevant provisions.

iii. Committees of Board

Pursuant to the requirement under the Act and the Listing Regulations, the Company has the following Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The composition and terms of reference of the Committees and number of meetings held during the year under review are given in the section, Report on Corporate Governance forming part of this Annual Report. The Board accepted all the recommendations made by the Committees during the year under review.

iv. Independent Directors

The Company has appointed Independent Directors having expertise/experience in their respective field/profession. None of the Independent Directors are Promoters or related to Promoters. They do not have any pecuniary relationship with the Company and further do not hold two percent or more of the total voting power of the Company.

The performance of the Independent Directors is subject to evaluation as per Section 149(8) of the Companies Act, 2013 and read with Schedule IV to the said Act. Pursuant to Rule 6(3) of The Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, all Independent Directors of the Company have registered in the Independent Directors Data Bank, as required under rule 6(1) and 6(2) of The Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

The Board is confident about their integrity, expertise and experience in the relevant functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 will be complied within the prescribed timeline if the same is applicable to each of them.

All Independent Directors maintained their limits of Directorships as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had issued a formal letter of appointment to all Independent Directors and the terms and conditions of their appointment have been disclosed on the website of the Company.

v. Meeting of Independent Directors

Meeting of Independent Directors without the presence of Non- Independent Directors and members of Management was duly held on 8th February, 2022 where the Independent Directors inter alia evaluated the performance of Non-Independent Directors and Board of Directors as a whole, evaluated the performance of Chairperson of Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, Management and Board.

vi. Declaration by Independent Directors

All Independent Directors have confirmed of having complied with the criteria of independence as provided in 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence laid down thereunder. Based on the declarations submitted by the Independent Directors, Board is of the opinion that, they fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the Management.

They also confirmed of having complied with Rule 6(1) and 6(2) of The Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended by registering themselves in the Independent Directors Data Bank pursuant to Rule 6(3) of the said Rules.

vii. Familiarization Programmes of Independent Directors

All Directors including Independent Directors are 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/arranged for familiarizing the Independent Directors are disclosed in Corporate Governance Report, which forms part of this Annual Report.

10. Annual Evaluation of Performance

Pursuant to the provisions of the Companies Act, 2013, the SEBI Listing Regulation, Company has put in place criteria for annual evaluation of performance of Chairperson, Managing Director, Directors, 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 the contribution to and monitoring 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 from the website of the Company at https://balaxipharma.in/corporate-policies Board considered and discussed the inputs received from Independent Directors.

11. Investor Education Protection Fund (IEPF)

i. Transfer of Un-claimed/Un-paid dividend to Investor Education and Protection Fund (IEPF)

Dividend transferred to Unpaid Dividend Account which remained as unpaid or unclaimed for a period of seven years from the date of such transfer, has to be transferred to Investor Education and Protection Fund as per Section 124 (5) of the Companies Act, 2013. In compliance with above, the Company transferred Rs. 94,542 to the above Fund on 24th September, 2021, being the unclaimed dividend for the Financial Year 2013-14.

ii. Transfer of Equity shares to Investor Education Protection Fund Authority

In terms of the provisions of the Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended) and other applicable rules, notifications and circulars, if any, every Company is required to transfer the shares, in respect of which dividend remains unpaid / unclaimed for a period of seven (7) consecutive years, to the Investor Education Protection Fund (IEPF) Authority. To comply with the above, the Company transferred 200 Equity Shares on 7th October, 2021 to Investor Education and Protection Fund Authority through M/s. National Securities Depository Limited (NSDL), in respect of which dividend was not claimed for consecutive 7 years from the date of transfer to unpaid dividend account of the Company for the respective year(s). The details of the same can be accessed from the website of the Company at https://balaxipharma.in/investor-unclaimed-dividend.

Details of Nodal Offiicer:

The details of the Nodal Offiicer appointed under the provisions of IEPF are given below and the same is disseminated on the website of the Company.

Name of Company Secretary as Nodal Offiicer Ms. Chinta Shalini
Direct Phone No 040 23555300
Email ID secretarial@balaxi.in
Address Balaxi Pharmaceuticals Limited
Plot No.409, H.No. 8-2-293,
MAPS Towers, 2nd Floor,
Phase-III, Road No.81,
Jubileehills, Hyderabad,
Telangana -500096

12. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have 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. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Audit Related Matters

i. Statutory Auditors

The Company appointed of M/s. P Murali & Co, Chartered Accountants (Firm Registration No. 007257S) Hyderabad as statutory auditors of Company to hold office for one term of 5 years commencing from conclusion of 75th Annual General Meeting upto conclusion of 80thsup> Annual General Meeting of the Company. The Auditors Report for the Financial Year ended 31st March, 2022 does not contain any qualifications, reservation or adverse remark. The notes to accounts forming part of financial statements are self-explanatory and need no further clarification. The Auditor’s Report is enclosed with the financial statements in the Annual Report.

ii. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to annex with its Board’s report, a Secretarial Audit Report given by a Practicing Company Secretary, in the prescribed form. The Board of Directors have appointed BVR & Associates, Practicing Company Secretaries LLP as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year ended 31st March, 2022 and their report in Form MR-3 is annexed to this Board’s Report as Annexure-II. There are no qualifications, reservations or adverse remarks made by the Practicing Company Secretaries in the Secretarial Audit Report for the period under review.

iii. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s PCN & Associates, Chartered Accountants - Hyderabad as the internal auditors of the Company.

14. Details of Directors/Employees Remuneration

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this report as Annexure-III.

No employee was in receipt of remuneration exceeding Rs. 1.2 crore or more per annum as per the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence the disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

15. Fraud Reporting

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Internal Auditors has 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.

16. Nomination and Remuneration Policy

Nomination and Remuneration Committee works with 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 in business, knowledge, capital market and education. 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/corporate-policies. 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:

a) 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;

b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c) 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 Remuneration Policy for Directors, KMP and other employees can be accessed at the weblink https:// balaxipharma.in/corporate-policies.

17. 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 safe guards 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 also hosted the Whistle Blower Policy in line with the provisions of the Companies Act and the Listing Regulations on the website of the Company at www.balaxipharma.in.

18. Policy on Material Subsidiaries

The Board of Directors of the Company has, in accordance with the SEBI 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/corporate-policies. In terms of the criteria laid down in the Company’s Policy on Material Subsidiaries and the SEBI Listing Regulations, Balaxi Global DMCC is a Material Subsidiary of the Company.

19. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) constituted by the Board 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 on activities mentioned in the CSR Policy. CSR Committee met once during the year under review on 28th October, 2021. The category and composition of the committee is as follows:

Name of Members Category
Minoshi Maheshwari Chairman
Ashish Maheshwari Member
Gandhi Gamji Member

The Corporate Social Responsibility Policy of the Company may be accessed at the website of the

Company at https://balaxipharma.in/corporate-policies. The brief outline of the CSR Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

20. Risk Management Policy

The Company has developed and implemented Risk Management policy detailing risks associated with its business, process of identification of risks, monitoring and mitigation of these risks. The Management of the Company with the help of in house 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/corporate-policies.

21. 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 Offiicer 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 work flow 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 31st March, 2022and issued their report which forms part of the Independent Auditor’s report.

22. Deposits

During the period under review, the Company has not accepted any deposits under the Companies Act, 2013.

23. Particulars of Loans, Guarantees or Investments

Particulars of loans given, guarantees provided and investments made by the Company during the financial year ended 31st March, 2022, as required under the provisions of Section 186 of the Companies Act, 2013 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.

Any 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.

24. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct ("the Code") for Directors and Senior Management. The Code provides guidance on ethical conduct of business and compliance of law. The Code is available on the Company’s website https://balaxipharma.in/corporate-policies.

All Members of the Board and Senior Management personnel have a_irmed the compliance with the Code as on 31st March, 2022. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report.

25. Extract of the Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the website of the Company in the Miscellaneous section at https://balaxipharma.in/investor-annual-report.

26. Postal Ballot

During period under review, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) thereof made thereunder), the Company has not passed any resolutions through postal ballot.

27. Management Discussion and Analysis Report

Management Discussion and Analysis Report comprising of all information as prescribed under Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 is annexed to this report under Business Overview section of this report.

28. Related Party Transactions

All related party transactions which were entered during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions entered by the Company with the promoters, Directors, key managerial personnel or other persons which may have a potential conflict with the interests of the Company. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. Since all the Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business, no details are required to be provided in Form AOC-2 prescribed under clause(h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

In accordance with the requirements of the Listing Regulations, the Company has also adopted the Policy on Materiality while dealing with Related Party Transactions and the same has been placed on the website of the Company at https://balaxipharma.in/corporate-policies.

29. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Report on Corporate Governance as required under Regulation 34(3)read with Schedule V of the Listing Regulations forms part of this Annual Report. The Practicing Company Secretary’s Certificate on compliance with Corporate Governance norms is also attached to the Corporate Governance Report.

Further as required under Regulation17(8) of the Listing Regulations, a certificate from the Managing Director and CFO forms part of the Annual Report.

30. Consolidated Financial Statements

The Company has prepared the Consolidated Financial Statements for the financial year ended 31st March 2022, in accordance with Indian Accounting Standards issued by the Institute of Chartered Accountants of India and specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, which forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.

31. Business Responsibility Report

The Business Responsibility Report (BRR) of the Company for the Financial year ended 31st March, 2022 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. Maintenance of Cost Records

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 Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

33. Significant and Material Orders passed by the Regulators or Courts

There have been no orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations.

34.Energy Conservation, Technology Absorption

Particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014 regarding energy conservation and technology absorption is not applicable to the Company. However, the Company is taking adequate steps to ensure the conservation of energy and adopting the best technology in this regard according to the size of operations.

35. Foreign Exchange Earning and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: ( Rs. in Lakhs)

Particulars 2021-22 2020-21
Foreign Exchange Earnings 10001.71 8687.11
Foreign Exchange Outgo 867.55 1097.02

36. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Company has zero tolerance towards sexual harassment at workplace and 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 Rules thereunder. The Company has not received any Complaint under this policy during the period under review.

37. Compliance with Secretarial Standards

The Company has complied with the required Secretarial Standards issued by the Institute of Company Secretaries of India.

38.Listing Status

The Company’s equity shares are listed at National Stock Exchange of India Limited (NSE). The Company has paid the listing fees to NSE and the custodian charges to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year ended 31st March, 2022.

39. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

The Board has 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/corporate-policies.

40. Prevention of Insider Trading

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares 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/corporate-policies.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued support extended to the Company by its promoters, valued customers, esteemed shareholders, bankers, auditors, media and employees of the Company.

For and on behalf of Board
Mr. Ashish Maheshwari Ms. Minoshi Maheshwari
Managing Director Director
DIN: 01575984 DIN: 01575975
Date: 23rd May, 2022
Place: Hyderabad