Your Directors have pleasure in presenting the Twenty Seventh AnnualReport of your Company together with Audited Accounts for the Financial Year ended 31stMarch 2022.
The summarized Audited Financial Results for the year ended 31st March2022 along with comparative figures for the Previous year is as under:
|Particulars ||Standalone || |
| ||31st March 2022 ||31st March 2021 |
|Revenue from operations ||8514.03 ||7121.79 |
|Other Income ||210.21 ||74.93 |
|Total Income ||8724.24 ||7196.72 |
|Expenses || || |
|Operating Expenditure ||7993.47 ||6166.23 |
|EBDITA ||1141.42 ||1030.49 |
|Depreciation and Amortization Expenses ||549.33 ||447.82 |
|NET PROFIT ||730.76 ||582.67 |
|less Exceptional Items and OCI ||218.05 ||- |
|Profit before tax (PBT) ||512.71 ||582.67 |
|Tax expenses (Current and Deferred Tax) ||- ||- |
|Profit for the year ||512.71 ||582.67 |
Standalone Operating Results
Your Company's Total Income during the year under review wasRs.8724.24 Lakhs as compared to Rs.7196.72 Lakhs in the previous year. Profit before Taxfor the year 2021 -2022 was Rs.512.71 Lakhs as against Rs. 582.67 Lakhs in the previousyear. Profit after Tax for the year 2021 - 2022 stood at Rs. 512.71 Lakhs as againstprofit of Rs. Rs.582.67 Lakhs.
Change in Capital Structure
(Rs. In Lakhs)
|Particulars ||31st March 2022 ||31st March 2021 |
|Authorized Capital ||4000.00 ||4000.00 |
|Issued Subscribed & Paid up Capital ||2365.63 ||2365.63 |
During the year under review the Issued Subscribed and Paid up capitalhas remained the same.
The Company has not accepted / invited any deposits from the public interms of Section 73 of the Companies Act 2013. Dividend
The Board has not declared any dividend for the Financial Year.
The Company has not transferred any amount to the general reservesduring the year in view of the accumulated losses. Material changes and commitmentsaffecting the financial position of the Company:
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial Statements relate and the date of the report.
Impact of CoVID 19
Your Directors have been periodically reviewing with the Managementthe impact of COVID-19 on the Company. The business model position was such that theCompany was able to minimize the impact on operation of the Company and was able todeliver better growth prospectus.
Change in the nature of business
Your Company is engaged in the manufacture of pharmaceutical products.There is no change in the nature of business during the year compared to previous year.
Risk Management Policy:
The Company is in the process of framing mechanism to identify assessmonitor and mitigate various risks to key business objectives. Major risks identified bythe businesses and functions are systematically addressed through mitigating actions on acontinuing basis.
Adequacy of Internal Financial Controls with reference to the FinancialStatements:
The Company has implemented and evaluated the internal financialcontrols which provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. The Company has appointed internal auditors with a dedicated internal audit team.The internal audit reports were reviewed periodically by the Board. Further the Boardannually reviews the effectiveness of the Company's internal control system.
The Composition of Board and number of meetings attended by them aregiven in the corporate governance report. Directors Liable to Retire by Rotation
The brief resume of the Directors seeking appointment/ reappointmentand other information have been detailed in the Notice. Your Board recommends the aboveappointments/reappointment of Directors in the best interest of the Company.
Appointment of CEO
Mr. Mahaveer Chand Bafna (DIN: 01458211) was appointed as ChiefExecutive Officer (CEO) with effect from 10.09.2020
Details of KMP:
According to section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel of the Company Mr. Mahaveer Chand Bafna- Chief ExecutiveOfficer
Mr. M. Sridhar- Chief Financial Officer
Mr. Jitendra Kumar Pal- Company Secretary - Date of Resignation: 21stMarch 2022 Mrs. Roopa Ravikumar - Company Secretary - Date of Appointment - 22nd March2022 Declaration by Independent Directors
The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he/ she meets the criteriaof independence laid down in Section 149(6 ) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
As per the provisions of the Companies Act 2013 M/s. R.Sathyanarayanan & Co Chartered Accountants Chennai (FRN003656S) were appointed asStatutory Auditors of the Company for a period of five years at the annual general meetingheld in 2017 till the conclusion of 27th annual general meeting.
The Board recommends the appointment of M/s Brahamayya & CoChartered Accountants as Statutory Auditor of the Company
The Notes on financial statements referred to in the Auditors' Reportare self-explanatory and do not call for any further comments.
The Report of Auditors and Notes forming part of the Accounts areattached along with the Annual Report.
The Board has appointed M/s N. Sivashankaran & Co Cost Accountants(Registration No: 100662) as the Cost Auditors of the Company to conduct audit of costrecords made and maintained by the Company for financial year 2022 - 2023 at aremuneration as fixed by the Board subject to approval of members of the Company.
The Company's shares are listed at (i) BSE Limited (BSE) with ScripCode No.532989 and at (ii) National Stock Exchange of India Limited with Scrip symbolBAFNAPH.
Particulars of Employees
1) The ratio of the remuneration of each director to the medianemployee's remuneration for the financial year and such other details as prescribed are asgiven below:
|Name ||Ratio |
|Hemalatha Shanmugam ||5:1 |
2. The percentage increase in remuneration of each Director ChiefFinancial officer Company Secretary in the financial year
|Ms. Hemalatha Shanmugam ||15% |
|Mr. Mahaveer Chand Bafna ||6.94% |
|Mr .Sridhar .M ||15% |
|Mr. Jitendra Kumar Pal ||15% |
a. The percentage increase in the median remuneration of employees inthe financial year: 28%
Information as per Section 197 (12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in 'Annexure - A' to this Report. Further the information pertaining to Rule5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 pertaining to the names and other particulars of employees is available forinspection at the Registered office of the Company during business hours and pursuant tothe second proviso to Section 136(1) of the Act the Report and the accounts are beingsent to the members excluding this. Any shareholder interested in obtaining a copy of thesame may write to the Company Secretary/ Compliance Officer either at theRegistered/Corporate Office address or by email to email@example.com
Foreign Exchange Earnings and Outgo
The particulars in respect of Foreign Exchange Earnings and Outgo asrequired under Section 134 of the Companies Act 2013 and Rule 8(3) of the Companies(Accounts) Rules 2014 are given as in Annexure to this report.
Human Resource Industrial Relations Environment Occupational Healthand Safety
The Company is continuously focusing on managing talent andincreasingly systematizing the HR processes. We have excellent industrial relations acrossall facilities including the corporate office and strongly believe that the workers willcontinue to work towards a profitable and productive Company.
The number of employees as on 31st March 2022 was 320 as against 288during FY 2020 - 2021.
Conservation of Energy Technology Absorption & Research andDevelopment (R&D)
The Company is conscious of its responsibility to conserve the energyand has taken measures in relation to conservation of energy and technology absorption.The particulars in respect to conservation of energy Technology Absorption & Researchand Development were given in the annexure to the Board's Report.
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations 2005 as amended from time to time the code of conduct for prevention ofinsider trading and the code for corporate disclosures are in force. The Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated persons of the Company as per SEBI(Prohibition of Insider Trading) Regulations 2015.
Report on Corporate Governance and Certificate of the Auditors of yourCompany regarding compliance of the conditions of Corporate Governance as stipulated inRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the Stock Exchanges are enclosed elsewhere in the Annual Report and forms part ofthis report.
Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
The Board of Directors has approved policy as per the said Act and anInternal Complaints Committee was constituted.
The committee placed a certificate before the Board of Directors on thestatus of compliance of the Act. As per the certificate provided by the said committee nocomplaints were received during the year & that there are no complaints pending as on31st March 2022.
Particulars of Loans Guarantee and Investment under Section 186 ofCompanies Act 2013
During the year under review no Loans advanced or investments weremade during the year.
Related Party Transactions
All Related Party Transactions that were entered into during theFinancial Year under review were on an arm's length basis and in the ordinary course ofbusiness and are in compliance with the applicable provisions of the Act and the ListingRegulations.
All Related Party Transactions are placed before the Audit Committeefor prior approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are repetitive in nature or when the need for these transactions cannotbe foreseen in advance.
There are no material related party transactions which are not inordinary course of business or which are not on arm's length basis and hence there is noinformation to be provided as required under Section 134(3) (h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014.
The Company has adopted a Policy for dealing with Related PartyTransactions which has been uploaded on the Company's website. The web-link as requiredunder SEBI Listing Regulation 2015 is as under:
http://bafnapharma.com/agmpdf/POLICY%20ON%20RELATED%20PARTY%20TRANSACTIONS%20-%20%20BAFNA.pdfCorporate Social Responsibility
Provision with respect to Corporate Social Responsibility under Section135 of the Companies Act 2013 will be applicable from this year onwards since theCompany's Net Profit is more than Rs.5 Crores. The Company is taking necessary steps tocomply with the provisions of CSR. The Company has formed a CSR Committee with effect from25th June 2021. The Composition of the Committee is as follows:
|Sl No Name ||Designation |
|1 R. Chitra ||Chairperson of Committee |
|2. S. Hemalatha ||Member |
|3 Atul Sachdeva ||Member |
Secretarial Audit for the FY 2021-22
In terms of Section 204 of the Companies Act 2013 the Rules madethere under & other applicable provisions if any the Company is required to appointa Secretarial Auditor to carry out secretarial Audit of the Company. Your Board ofDirectors has appointed M/s. A.K. Jain & Associates Practicing Company SecretariesChennai for purpose of Secretarial Audit for the FY 2021-2022 at the Board Meeting held on10.02.2022
As required under section 204(1) of the Companies Act 2013 the Companyhas obtained a secretarial audit report. The copy of the Secretarial Audit report in MR-3is attached as an annexure to the Director's Report.
In terms of Section 177 of the Companies Act 2013 and other applicableprovisions if any and as per the Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as on 31st March 2022 the Audit committee comprises 3Directors out of which 2 are Non-Executive Independent Directors and 1 is Non-ExecutiveNon Independent Director. The terms of reference of the Audit Committee includes mattersspecified in section 177 of the Companies Act 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure requirements) Regulations 2015.
The Audit Committee consists of the following: -
Mr. P K Sundaresan- Chairman
Mr. B. Kamlesh Kumar - Member
Mr. Atul S- Member
Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act 2013 & otherapplicable provisions if any and as per the Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 as on 31st March 2022 the"Nomination & Remuneration Committee" comprises of 3 Directors out of whichtwo are Non-Executive Independent Directors and other one is Non- Executive & Non-Independent. The Policy of Nomination & Remuneration Committee was detailed in thecorporate governance report. The constitution terms and references and other details areelaborated in the Corporate Governance report annexed with this report.
The Nomination and Remuneration Committee consists of the following:-Mr. B. Kamlesh Kumar - Chairman Mr. P.K. Sundaresan- Member Mrs. Akila C Raju - Member
Stakeholders Relationship Committee
In terms of Section 178 of the Companies Act 2013 & otherapplicable provisions if any Board of Directors at their meeting held on 30.05.2014renamed the existing "Investor Grievance & Share Transfer Committee" as"Stakeholders Relationship Committee". The constitution terms and referencesand other details are elaborated in the Corporate Governance report annexed with thisreport.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required under theListing Agreement with the Stock Exchanges is enclosed in the Annual Report and forms partof this Report. Certain Statements in the report may be forward-looking. Many factors mayaffect the actual results which could be different from what the Directors envisage interms of future performance & outlook.
Extract of Annual Return:
As per the requirements of Section 92(3) of the Act and Rules framedthereunder the extract of the Annual Return for FY 2021-2022 is uploaded on the websiteof the Company and the same is available at https://bafnapharma.com
Number of Board Meetings:
The Board of Directors met 7 times during the year under review and thegap between 2 meetings did not exceed 120 days.
Transfer to Investor Education and Protection Fund (IEPF)
As required under Section 124 of the Act 2447 equity shares inrespect of which dividend has not been claimed by the members for seven consecutive yearsor more was transferred by the Company to the Investor Education and Protection FundAuthority (IEPF).
Shareholders may claim their unclaimed dividend by applying in theprescribed Form No. IEPF-5. This Form can be downloaded from the website of the IEPFAuthority at http://www.iepf.gov.in/IEPF/corporates.html .
Directors Responsibility Statement
Your Directors wish to inform that the Audited Accounts containingFinancial Statements for the financial year ended 31st March 2022 are in full conformitywith the requirements of the Companies Act 2013. They believe that the FinancialStatements reflect fairly the form and substance of transactions carried out during theyear and reasonably present your Company's financial conditions and result of operations.Your Directors further confirm that in preparation of the Annual Accounts
The applicable accounting standards had been followed andwherever required proper explanations relating to material departures have been given;
The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the loss of the Company for that period;
Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
The Accounts have been prepared on a "going concernbasis".
The Directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively.
The Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Reporting of Frauds
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or to the Board asrequired under Section 143(12) of the Act and the rules made thereunder.
In commitment to keep in line with the Green Initiatives and goingbeyond it electronic copy of the Notice of 27th Annual General Meeting of the Companyincluding the Annual Report for FY 2021- 2022 are being sent to all Members whose e-mailaddresses are registered with the Company / Depository Participant(s).
Acknowledgement and Appreciation
Your Directors would like to thank Company' would like to express theirgratitude for the co-operation and assistance extended to the Company by its CustomersSuppliers Technical Consultants Contractors Government and Local Authorities etc. TheDirectors also wish to thank all its Shareholders for their unstinted support. TheDirectors would like to sincerely thank and place on record their appreciation of theconsistent and dedicated services of the employees at all levels who have immenselycontributed to the performance of the Company during the period under review.
| ||For BAFNA PHARMACEUTICALS LIMITED |
| ||On behalf of the Board of Directors |
|Place: Chennai ||S. Hemalatha |
|Date: 26-05-2022 ||Chairperson & Executive Director |
| ||DIN:02714329 |