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Balaxi Pharmaceuticals Ltd.

BSE: 532597 Sector: Others
NSE: BALAXI ISIN Code: INE618N01014
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Balaxi Pharmaceuticals Ltd. (BALAXI) - Director Report

Company director report

To the Members

The Directors present the Annual Report of Balaxi Ventures Limited (the Company or BVL)along with the audited standalone and consolidated financial statements for the financialyear ended March 31 2020. The consolidated performance of the Company and its subsidiaryhas been referred to wherever required.

FINANCIAL PERFORMANCE:

The summarized results of the Company are given below:

(INR in Lakhs)

Standalone

Consolidated

Particulars FY-2020 FY-2019 FY-2020 FY-2019
Revenue 4563.24 1359.54 4563.24 1359.54
Other Income 281.14 80.88 281.14 80.88
Total Income 4844.38 1440.42 4844.38 1440.42
Operating expenditure 3917.07 1196.14 3956.25 1196.14
Profit before Depreciation Finance Costs Exceptional items and Tax Expense (EBITDA) 927.31 244.28 888.13 244.29
Less: Depreciation 0.75 0.35 0.75 0.35
Less: Finance Costs - - - -
Profit /loss before Tax Expense (PBT) 926.56 243.93 887.38 243.93
Less: Tax Expense (Current & Deferred) 276.98 47.34 276.98 47.34
Profit After Tax (PAT) 649.58 196.59 610.40 196.59
Basic EPS (?) 8.64 6.47 8.12 6.47
Diluted EPS (?) 8.64 6.47 8.12 6.47

COMPANY PERFORMANCE:

During the year under review i.e. FY20 the Company recorded a Total revenue of INR4563 Lakhs in comparison to the FY19 revenue of INR 1359 Lakhs. Profit before tax (PBT)increased from INR 243 Lakhs in FY19 to INR 926 Lakhs in FY20. Similarly Profit after tax(PAT) increased from INR 196 Lakhs in FY19 to INR 649 Lakhs in FY20.

DIVIDEND:

The Board has not recommended any dividend for the Financial Year 2019-20. The Boardobserved that in view of the various growth opportunities ahead which would entailsubstantial investments both in working capital and intellectual property it would beprudent to reinvest the profits of the company in the working capital and to fund theserequirements of the company and its subsidiaries.

TRANSFER TO RESERVES:

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

CHANGES TO THE SHARE CAPITAL

In August 2019 the company made a preferential allotment of 69.6 Lakhs Equity Sharesof INR 10 to the preferential allottees at an issue price of INR 26 per equity sharesaggregating to INR 1809.6 Lakhs Consequently the Paid-up share capital of the company hasbeen accordingly increased from INR 304 Lakhs consisting of 3040000 Equity shares of INR10 each to INR 1000 Lakhs consisting of 10000000 Equity shares of INR 10 each.

The Free Reserves and Surplus including securities Premium stood at INR 1811 Lakhs ason March 31 2020 as against INR 48 Lakhs as on March 312019

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE

i. Balaxi Global DMCC Dubai- Subsidiary Company

The Company had incorporated Balaxi Global DMCC (‘BGD') in Dubai United ArabEmirates (UAE) as a wholly owned subsidiary on September 04 2019 with a focus to carryout the International distribution business of the company. The main objects of thesubsidiary company are in line with the main objects of the parent company. The subsidiarycommenced its business operations only in February 2020 and hence couldn't contributeanything in terms of revenues for period ended on March 31 2020. The Company hascompleted its Initial Capital Investment of USD 1.5 million in BGD on May 29 2020 and onJune 16 2020 it has decided to make an additional investment of USD 3 million over aperiod of one year. On June 9 2020 BGD acquired two distribution companies in CentralAmerica one in Guatemala and the other in Dominican Republic as its wholly-ownedsubsidiaries.

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

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents areavailable on the website of the Company athttp://www.balaxiventures.in/investors_information

ii. Associate Company/ Joint Venture

The Company has no Associate and Joint Venture Companies during the period underreview.

CHANGE IN THE BUSINESS LINE:

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

BOARD AND ITS COMMITTEES I. Composition of the Board of Directors;

The Board consists of one Executive Director and three Non-Executive Directors whichincludes one Woman Director and the other two are Non-Executive Independent Directors. TheActing Chairman of the Board is an Executive Director. All Directors except theIndependent Directors and the Managing Director were liable to retire by rotation as perthe provisions of the Companies Act 2013. During the year under review none of theDirectors of the Company was a member of more than 10 specified Committees or Chairman ofmore than 5 such Committees in companies in which he/she was a Director.

During the year under review there were no changes in the Board of Directors. Thecomposition of the Board of Directors is in compliance with the provisions of Regulation17 of the Listing Regulations and Section 149 of the Act.

ii. Number of Board Meetings;

Regular meetings of the Board were held to discuss and decide on various businesspolicies strategies and other businesses. Due to business exigencies certain decisionswere taken by Board through resolutions passed by circulation from time to time. The Boardmet Five (5) times during the FY 2020 and the gap between the said meetings did not exceedthe limit of 120 days as prescribed under the relevant regulations. Detailed informationon the meetings of the Board is included in the Report on Corporate Governance whichforms part of this Annual Report.

iii. Committees of the Board

Pursuant to the requirement under the Act and the Listing Regulations the Board ofDirectors has constituted various Committees of the Board such as Audit CommitteeNomination and Remuneration Committee and Stakeholders' Relationship Committee.

The composition and terms of reference of the Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee and number of meetingsheld during the year under review are given in the Report on Corporate Governance formingpart of this Annual Report.

iv. Independent Directors

The Company appointed Independent Directors who are renowned people havingexpertise/experience in their respective field/profession. None of the IndependentDirectors are Promoters or related to Promoters. They do not have any pecuniaryrelationship with the Company and further do not hold two percent or more of the totalvoting power of the Company.

The performance of the Independent Directors is subject to evaluation as per Section149(8) of the Companies Act 2013 and read with Schedule IV to the said Act. Pursuant toRule 6(3) of The Companies (Appointment and Qualifications of Directors) Rules 2014 asamended all Independent directors of the Company have registered in the IndependentDirectors Data Bank as required under rule 6(1) and 6(2) of The Companies (Appointmentand Qualifications of Directors) Rules 2014 as amended.

The Board is confident about their integrity expertise and experience in the relevantfunctional areas. Requirements of online proficiency self-assessment test in terms of Rule6(4) of The Companies (Appointment and Qualifications of Directors) Rules 2014 will becomplied within the prescribed timeline of one year if the same is applicable to each ofthem.

All Independent Directors maintained their limits of directorships as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company hadissued a formal letter of appointment to all Independent Directors and the terms andconditions of their appointment have been disclosed in the website of the Company.

v. Meeting of Independent Directors

A meeting of the Independent directors without the presence of Non-IndependentDirectors and members of Management was duly held on February 14 2020 for evaluation ofthe performance of Board acting chairman and Non-Executive Directors. At this meetingIndependent Directors inter alia evaluated the performance of NonIndependent Directors andBoard of Directors as a whole evaluated the performance of Chairperson of Board anddiscussed aspects relating to the quality quantity and timeliness of the flow ofinformation between the Company its Management and its Board.

vi. Declaration by Independent Directors

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

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 registeringthemselves 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 andresponsibilities in the Company at the time of appointment and also on a recurrent basis.The details of various programmes undertaken/arranged for familiarizing the IndependentDirectors are disclosed in the Corporate Governance Report which forms part of thisAnnual Report.

viii. Directors Retiring by Rotation

As per the provisions of the Companies Act 2013 Mrs. Minoshi Maheshwari retires atthe ensuing Annual General Meeting and being eligible seeks re-appointment. The Boardrecommends her re-appointment. Sub-section (13) of Section 149 of Companies Act 2013provides that the provisions of retirement by rotation as defined in sub-sections (6) ofSection 152 of the Companies Act 2013 shall not apply to Independent Directors. Hencenone of the Independent Directors will retire at the ensuing Annual General Meeting.Further as stipulated in Sub-section (2) of

Section 196 of Companies Act 2013 the Managing Director also cannot seek reappointmentone year before the expiry of his tenure.

Hence Mrs. Minoshi Maheshwari shall retire by rotation at the ensuing Annual GeneralMeeting and is eligible for reappointment. Details of Director seeking reappointment asrequired under regulation 36 (3) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 and Secretarial Standards (SS-2) in respect of Appointment/Re-appointment of Directors are enclosed along with explanatory statement to the Notice ofAnnual General Meeting.

ix. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the ListingRegulations M/s. BVR & Associates Practicing Company Secretaries LLP CompanySecretary in practice Cochin has certified that none of the directors on the Board ofthe Company have been debarred or disqualified from being appointed or continuing asdirectors of companies by the Board/Ministry of Corporate Affairs or any such statutoryauthority and the certificate is enclosed as Annexure: II

APPOINTMENT/ CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)

Mr. Ashish Maheshwari Managing Director & CFO and Mr. Nidhin Jose CompanySecretary are the Key Managerial Personnel as on March 312020 as per the provisions ofthe Companies Act 2013.

During the year under review Mr. Nidhin Jose has resigned from the post of ChiefFinancial Officer (CFO) of the company on November 30 2019 and Mr. Ashish MaheshwariManaging Director was appointed as the Interim Chief Financial Officer of the company onFebruary 14 2020 based on the recommendation from the Nomination and RemunerationCommittee. The board authorized Nomination and Remuneration Committee to find a suitablecandidate for the office of CFO.

ANNUAL EVALUATION OF PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 the SEBI Listing RegulationCompany has put in place criteria for annual evaluation of performance of the Chairpersonthe Managing Director the Directors the Board Level Committees and the Board as a whole.

The Board evaluated the effectiveness of its functioning and that of Committees and ofindividual directors by seeking their inputs on various aspects of Board/CommitteeGovernance. Aspects covered in the evaluation included the contribution to and monitoringof corporate governance practices role played by the Board in decision making evaluatingstrategic proposals discussing annual budgets assessing adequacy of internal controlsreview of risk management procedures participation in long-term strategic planningfulfilment of Directors' obligations and fiduciary responsibilities and activeparticipation at Board and Committee meetings. Performance evaluation was made on thebasis of structured questionnaire considering the indicative criteria as prescribed by theEvaluation Policy of the Company. The company has hosted its evaluation policy on thewebsite of the company at www.balaxiventures.in

Board considered and discussed the inputs received from Independent Directors. Meetingof the Independent directors without the presence of Non- Independent Directors andmembers of the Management was duly held for annual evaluation on February 14 2020.

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 unclaimedfor a period of seven years from the date of such transfer has to be transferred toInvestor Education and Protection Fund as per Section 124 (5) of the Companies Act 2013.In compliance with above on November 05 2019 the Company had transferred INR 94491/- tothe above Fund being the unclaimed dividend for the Financial Year 2011-12.

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 withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 (as amended) and other applicable

rules notifications and circulars if any every company is required to transfer theshares 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 had on 14/11/2019 transferred 68142 EquityShares to Investor Education and Protection Fund Authority through M/s. CentralDepository Services (India) Limited(CDSL) in respect of which dividend was not claimedfor consecutive 7 years from the date of transfer to unpaid dividend account of theCompany for the respective year(s). The details of the same has been hosted on the websiteof the company at http://www.balaxiventures.in/investors_information

Details of Nodal Officer;

The details of the Nodal Officer appointed under the provisions of IEPF are given belowand the same is disseminated in the website of the company vizhttp://www.balaxiventures.in/contact

Name of Company Secretary as Nodal Officer Mr. Nidhin Jose
Direct Phone No 04023555300
Email ID Secretarial@balaxiventures.in
Address Balaxi Ventures Limited Plot No.409 MAPS Towers 3rd Floor Phase-III Road No.81 Jubilee hills Hyderabad Telangana -500096

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that:

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

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.

iii. The directors have taken proper and sufficient care 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.

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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

AUDIT RELATED MATTERS

i. Statutory Auditors

The company appointed of M/s. P Murali & Co Chartered Accountants (FirmRegistration No. 007257S) Hyderabad as statutory auditors of Company to hold office forone term of 5 years commencing from conclusion of 75th Annual General Meeting uptoconclusion of 80th Annual General Meeting of the Company.

The Auditors' Report for the financial year ended March 31 2020 does not contain anyqualifications reservation or adverse remark. The notes to accounts forming part offinancial statements are self-explanatory and need no further clarification. The AuditorsReport 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 listedcompany to annex with its Board's report a Secretarial Audit Report given by a PracticingCompany Secretary in the prescribed form. Board of Directors appointed BVR &Associates Practicing Company Secretaries LLP as Secretarial Auditor to conductSecretarial Audit of the Company for Financial Year 2019-20 and their report is annexed tothis Board report as Annexure III. There are no qualifications reservations or adverseremarks made by the Practicing Company Secretaries in the Secretarial Audit Report for theperiod under review.

iii. Internal Auditors;

Pursuant to Section 138 of the Companies Act 2013 read with Rule no. 13 of theCompanies (Accounts) Rules 2014 the company had appointed M/s PCN & AssociatesChartered Accountants - Hyderabad as the internal auditor of the Company for the FinancialYear 2019-20 at its meeting held on May 05 2018.

DETAILS OF DIRECTORS/EMPLOYEES REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 are available with the Company. In terms ofprovisions of Section 136(1) of the Act this report is being sent to the members withoutthis annexure and the details are open for inspection at the Registered Office of theCompany from 11.00 A.M. to 1.00 P.M. for a period of 21 days upto the date of ensuing AGM.Any member interested in obtaining such particulars may write to the Company Secretary atthe Registered Office of the Company.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand particulars of remuneration of employees are available with the Company. In terms ofprovisions of Section 136(1) of the Act this report is being sent to the members withoutthis annexure and the details are open for inspection at the Registered Office of theCompany from 11.00 A.M. to 1.00 P.M. for a period of 21 days upto the date of ensuing AGM.Any member interested in obtaining such particulars may write to the Company Secretary atthe Registered Office of the Company.

FRAUD REPORTING:

During the year under review neither the Statutory Auditors nor the SecretarialAuditors or the Internal Auditors has reported to the Audit Committee under Section143(12) of the Act any instances of fraud committed against the Company by its officersor employees.

NOMINATION POLICY

Nomination and Remuneration Committee works with Board to determine the appropriatecharacteristics skills and experience for the Board as a whole and its individual memberswith an objective of having a Board with diverse backgrounds and experience in businessknowledge capital market and education. Characteristics expected from all Directorsinclude independence integrity high personal and professional ethics sound businessjudgment ability to participate constructively in deliberations and willingness toexercise authority in a collective manner. Policy on appointment and removal of Directorsis annexed to this report as Annexure-IV.

Based on the recommendations of Nomination and Remuneration Committee Board approvedthe Remuneration Policy for Directors Key Managerial Personnel (KMP) and all otheremployees of Company. As part of the policy Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

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

c) Remuneration to Directors KMP and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of Company and its goals. The Remuneration Policy for Directors KMP andother employees is annexed to this report as Annexure V.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors andEmployees to report to the Management instances of unethical behavior fraud or violationof Company's code of conduct. The mechanism provides for adequate safeguards againstvictimization of employees and Directors who use such mechanism and makes provision fordirect access to the Chairperson of the Audit Committee. None of the person has beendenied access to the Audit Committee.

During the year under review the Company has not received any instances of genuineconcerns from Directors or employees under this mechanism. The company also hosted theWhistle Blower Policy in line with the provisions of the Companies Act and the ListingRegulations on the website of the Company at http://www.balaxiventures.in/corporate_governance

POLICY ON MATERIAL SUBSIDIARIES

The Board of Directors of the Company has in accordance with the SEBI ListingRegulations approved and adopted a Policy for determining material subsidiaries and thesaid policy as uploaded on the website of the Company can be accessed at the weblink:http://www.balaxiventures.in/corporate_governance

In terms of the criteria laid down in the Company's Policy on Material Subsidiaries andthe SEBI Listing Regulations the Company does not have any Material Subsidiary as on dateMarch 312020.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Under Section 135 of Companies Act 2013 every company having net worth of rupees fivehundred crores or more or turnover of rupees one thousand crores or more or a net profitof rupees five crores or more during the immediate preceding financial year shallconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore directors out of which at least one director shall be an independent director. Hencethe company was not meeting threshold limit under section 135 of the Companies Act CSRprovisions were not applicable to the company during the period under review.

RISK MANAGEMENT POLICY

The Company has developed and implemented risk management framework detailing risksassociated with its business process of identification of risks monitoring andmitigation of these risks. The Management of the Company with the help of inhouse team andinternal auditor identifies the risks. Risks are generally associated with the areas ofnew products information security digitization etc. The Company had taken adequatechecks and balances to eliminate and minimize the risk through the robust implementationof ERP(SAP) system.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures. TheCompany has Internal Control Systems commensurate with the nature of its business sizeand areas of operations. Audit Committee reviews the adequacy and effectiveness ofinternal control system and monitors the implementation of audit recommendations

The Company has implemented adequate procedures and internal control systems whichprovide reasonable assurance regarding reliability of financial reporting and preparationof financial statements. The Company is operating in a fully computerized environment andmaintains all its records in ERP (SAP) System and the workflow approvals are completelyrouted through ERP(SAP).

The Company has appointed Internal Auditors to examine the internal controls and verifywhether the workflow of the organization is in accordance with the approved policies ofthe Company. Internal Financial Controls were reviewed by the Audit Committee. Furtherthe Board also reviews effectiveness of the Company's internal control system and theStatutory Auditors of the Company also carried out audit of Internal Financial Controlsover Financial Reporting of the Company as on March 312020 and issued their report whichforms part of the Independent Auditor's report.

DEPOSITS

During period under review your Company has not accepted any deposits under theCompanies Act 2013. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company was not having any guarantees during the period under review. The companyhas given loan to the employees as a part of company policy of which details are mentionedin note no 9 to the financials. During the year under the review the company has notgiven loan provided any guarantee or made any investment falling under the provisions ofSection 186 of the Companies Act 2013.

However the company has made investments in its Wholly Owned Subsidiary Balaxi GlobalDMCC Dubai under section 186(3) of which details are mentioned in note no 4 & 9 tothe financials.

Any Revision Made in Financial Statements/ Board's Report

The Company has not revised the Financial Statements or Board's Report in respect ofany of the three preceding financial years.

CODE OF CONDUCT

In compliance with Regulation 26(3) of the Listing Regulations and the Act the Companyhas framed and adopted Code of Conduct ("the Code") for Directors and SeniorManagement. The Code provides guidance on ethical conduct of business and compliance oflaw. The Code is available on the Company's website http://www.balaxiventures.in/corporate_governance

All Members of the Board and Senior Management personnel have affirmed the compliancewith the Code as on March 31 2020. A declaration to this effect signed by the ManagingDirector in terms of the Listing Regulations is given in the Report of CorporateGovernance forming part of this Annual Report as Annexure-VI.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT 9 as perprovisions of Companies Act 2013 and rules thereto is annexed to this report as AnnexureVII.

POSTAL BALLOT:

During period under review pursuant to Section 110 of the Companies Act 2013 readwith the Companies (Management and Administration) Rules 2014 (including any statutoryamendment(s) or re-enactment(s) thereof made thereunder) your Company has not passed anyresolutions through postal ballot.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

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

RELATED PARTY TRANSACTIONS

All related party transactions which were entered during the financial year were in theordinary course of business and on an arm's length basis. There were no materiallysignificant related party transactions entered by the Company with the promotersdirectors key managerial personnel or other persons which may have a potential conflictwith the interests of the Company. A statement of all related party transactions ispresented before the Audit Committee on quarterly/annual basis specifying the naturevalue and terms and conditions of transactions. Since all the Related Party Transactionsthat were entered into during the financial year were on an arm's length basis and were inthe ordinary course of business no details are required to be provided in Form AOC-2prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

In accordance with the requirements of the Listing Regulations the Company has alsoadopted the Policy on Materiality while dealing with Related Party Transactions and thesame has been placed on the website of the Company athttp://www.balaxiventures.in/corporate_governance

CORPORATE GOVERNANCE

The Corporate Governance norms under SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 shall be applicable to the company if the paid-up capitalof the Company is more than INR. 10 Crores and Net worth of the Company is more than INR.25 Crores. The Company falls under the said criteria on January 01 2020 and hence thecompany is having a time period of Six months to comply with Corporate Governance normsunder SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements. The Report on Corporate Governance asrequired under Regulation 34(3) read with Schedule V of the Listing Regulations forms partof this Annual Report. The Practicing Company Secretary's Certificate on compliance withCorporate Governance norms is also attached to this Report as Annexure VIII.

Further as required under Regulation 17(8) of the Listing Regulations a certificatefrom the Managing Director and CFO is being annexed with this Report as Annexure IX.

MAINTENANCE OF COST RECORDS

The Company is not required to make and maintain such accounts and cost records asspecified by the Central Government under sub-section (1) of Section 148 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014.

STRICTURES AND PENALTIES

There have been no instances of non-compliance by the Company on any matters related tothe capital markets nor have any penalty/strictures been imposed on the Company by theStock Exchange or SEBI or any other statutory authority on such matters during the lastthree years. Your Company has complied with the mandatory requirements of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows;

(' in Lakhs)

Particulars 2019-20 2018-19
Foreign Exchange Earnings 4563 1359
Foreign Exchange Outgo 98 Nil

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Company has zero tolerance towards sexual harassment at workplace and adopted a policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules thereunder. Your Company has not received any Complaintunder this policy during the period under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

LISTING STATUS

The Company's shares are listed at National Stock Exchange of India Limited (NSE). TheEquity Shares of the company is currently trading at NSE under Stock Code BALAXI. TheCompany has paid the listing fees to NSE and the custodian charges to National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for thefinancial year ended March 312020

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION;

The Board has formulated code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information ("Fair Disclosure Code") for fairdisclosure of events and occurrences that could impact price discovery in the market forthe Company's securities and to maintain the uniformity transparency and fairness indealings with all stakeholders and ensure adherence to applicable laws and regulations.The copy of the same is available on the website of the Company athttp://www.balaxiventures.in/corporate_governance

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating monitoring and reporting oftrading of shares by Insiders. This code lays down guidelines procedures to be followedand disclosures to be made by the insiders while dealing with shares of the Company andcautioning them on consequences of non-compliances. The copy of the same is available onthe website of the Company at http://www.balaxiventures.in/corporate_governance

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS;

Balaxi Global DMCC Dubai ("BGD") Wholly Owned Subsidiary of the companyhas acquired a Pharmaceutical Distribution Company Balaxi Healthcare Dominica SRL("BHD") in Dominican Republic in Central America. BHD is engaged in thedistribution of Balaxi's Pharmaceutical Formulation Products in Dominican Republic. BHDhas 136 Pharmaceutical Formulation Products registered with the Ministry of Health (MOH)Dominican Republic. BHD has also applied for registration of further 48 products with theMOH of Dominican Republic the approvals for which are expected in the coming months. Allthese products are supplied by Balaxi Ventures Limited/Balaxi Global DMCC Dubai.

Balaxi Global DMCC Dubai has also acquired another Pharmaceutical DistributionCompany Balaxi Healthcare Guatemala S.A. ("BHG") in Republic of Guatemala inCentral America. BHG is engaged in the distribution of Balaxi's Pharmaceutical FormulationProducts in Guatemala. BHG has 71 Pharmaceutical Formulation Products registered with theMinistry of Health (MOH) Guatemala. Application for registration of further 35 productsare pending for approval with the MOH of Guatemala. It is also in the process of makingapplications for registration for 26 more products the approvals for which are expectedin the coming months. All these products are supplied by Balaxi Ventures Limited/BalaxiGlobal DMCC Dubai.

There were no other material changes and commitment affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements related and the date of this report.

ACKNOWLEDGEMENT

The directors place on record their sincere appreciation for the continued supportextended to the company by the management valued customers esteemed shareholdersbankers auditors company secretaries and staff.

For and on behalf of Board Balaxi Ventures Limited

Ashish Maheshwari Minoshi Maheshwari
Place: Hyderabad Managing Director Director
Date: 17.08.2020 DIN: 01575984 DIN: 01575975

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