Directors Report of Bafna Pharmaceuticals Ltd.
Mar 31, 2019
DIRECTORS REPORT_
To The Shareholders
The Directors have pleasure in presenting the Twenty Fourth Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2019.
Financial Performance
The summarized Audited Financial Results for the year ended 31stMarch,2019 along with comparative figures for the previous year is as under:
(Rs. in Lakhs)
|
Particulars |
Standalone |
consolidated |
||
|
31st March 2019 |
31st March 2018 |
31st March 2019 |
31st March 2018 |
|
|
Total Income |
4401.25 |
7843.51 |
4401.25 |
7850.15 |
|
Total Expenditure |
6224.22 |
9271.08 |
6230.53 |
9321.82 |
|
Profit /(loss) before exceptional items and tax |
(1822.97) |
(1427.56) |
(1829.28) |
(1471.66) |
|
Tax expenses (Deferred Tax) |
150.07 |
217.52 |
106.74 |
219.27 |
|
Profit/ (Loss) for the period |
(1973.04) |
(1645.09) |
(1936.02) |
(1690.93) |
|
Profit of Non controlling Interest/ Minority interes |
- |
- |
(52.01) |
17.28 |
|
Exceptional items |
- |
- |
100.99 |
- |
|
Total Comprehensive Income for the year |
(1973.04) |
(1645.09) |
(1887.05) |
(1673.65) |
Consolidated Operating Results
The consolidated revenue from operation was Rs. 4401.26 lakhs in comparison to Rs.7850.15 Lakhs of the previous year. The consolidated net loss for the year 2019 was Rs. 1887.05 Lakhs as against FY 2018 of Rs.1673.65 Lakhs.
Standalone Operating Results
The sales and operating income was Rs.4401.25 in comparison to Rs7843.51 Lakhs in the previous year. The operating Loss for the year under review is Rs.1973.04 Lakhs as against Rs.1645.09 Lakhs for the previous year.
Our FY19 revenues has increased by 46% from Rs.29.70 Crs to Rs.43.35 Crs on sale of Manufactured goods which mainly due to the increase in the UK and emerging market. We have recorded steady growth in all other markets except the Emerging Markets
Subsidiary Company & Consolidated Financial Results
The consolidated financial results comprise of M/s. Bafna Pharmaceuticals Limited and its subsidiary M/s. Bafna Life styles Remedies Limited. Consolidated Financial Statements for the year ended 31stMarch,2019 forms part of the Annual Report.
As required under the SEBI (Listing Obligations and Disclosure Requirement) Regulation,2015, the consolidated financial statements of the Company and its subsidiary are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the CompaniesAct,2013.The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.
Material/significant changes in subsidiary:
Until four years back, the Company''s subsidiary Company M/s. Bafna Lifestyle Remedies Limited (BLRL) was manufacturing Raricap tablets for strides shasun. The company had to close down operations owing to certain technical audit issues raised by them, and since then, the company has not been a going concern. As a process of initiating the closure process, during the year, all items of PPE (Fixed assets) have been disposed off, and outstanding balance of loan with Holding company has been written back.
A statement pursuant to Section 129 of the Companies Act, 2013, relating to subsidiary companies is attached and forms part of the report.
Change in Capital Structure
(Rs. In Lakhs)
|
Particulars |
31st March, 2019 |
31st March,2018 |
|
|
Authorized Capital |
4000.00 |
4000.00 |
|
|
Issued, Subscribed & Paid |
up Capital |
2365.63 |
2365.63 |
There is no change in share capital structure during the period.
Fixed Deposits
The company has not accepted / invited any deposits from the public in terms of Section 73 of the Companies Act,2013 Dividend
Due to losses, the Company has not declared any dividend for the Financial Year.
Reserves
The Company has not transferred any amount to the general reserves during the year.
Material changes and commitments affecting the financial position of the Company:
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future;
ARIES an Operational Creditor has filed under Section 9 of The Insolvency and Bankruptcy Code 2016 a Petition with The National Company Law Tribunal (NCLT), Single Bench, Chennai which has been admitted as CP/682/IB/2017 against the Company. The National Company Law Tribunal, Single Bench, Chennai has passed an order on 16th July 2018 for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company and declared moratorium and appointed Mr. Gopalsamy Ganesh Babu as an Interim Resolution Professional (IRP). IRP Constituted Committee of Creditors (COC) and subsequently Mr. Radhakrishnan Dharmarajan was appointed as Resolution Professional (RP).
Information Memorandum was presented to COC members after obtaining non disclosure agreement.
UK MHRA audit was expected to happen by January 2019.COC in various meeting dealt on getting through the audit . since UK MHRA islifeline for the Company , Company presented 12A withdrawn Plan which did not garner requisite voting from COC.
Accordingly, Mr. Mahaveer Chand Bafna (Resolution Applicant) who is also the promoter and is not prohibited u/s. 29(A) of the IBC 2016 submitted resolution plan which was approved by the COC.
The resolution Plan , approved by COC was submitted to the Honorable NCLT, Chennai for approval. Honourable NCLT, Chennai had approved the resolution plan vide its order dated 01st February 2019 and copy of the said order was received by the company of 04th Febuary 2019The same was intimated to the Stock exchanges on 05th February 2019
The salient features of Resolution Plan.:-Payments as per resolution plan:
Financial creditors-
70% of admitted claims of all financial creditors i.e SBI, IDBI, DCB, DBS,BOC will be payable.
Total claims admitted Rs.49.23 Crs (payment proposed Rs.34.46 Crs.)
Operational Creditors- proposes to side an amount of Rs. 6.53 Crs towards operational Creditors. The Operational Creditors shall be paid 100% of the Net Claims amount subject to a maximum aggregate pay- out of Rs 6.53 Crs. In case, Net claim amount exceeds aggregate of Rs 6.53. Crs , the operational creditors shall be paid such Rs.6.53 Crs on pro-rata basis of the net claim amount.
The company had also Allowed window period of 30 days from the date of approval ( 01 st Feb 2019) of the Plan by the
Honorable NCLT, Chennai till 04th March 2019 for the operational creditors to file their claims
ESI and PF dues- Rs.1.94Crs
Workmen dues- Rs.0.24 Crs
Employees dues- Rs.0.32 Crs
Statutory liabilities- Rs.0.13 Crs
Other liabilities- Rs.0.01 Crs
Contingent liabilities- Rs. NIL
For the purpose of resolution plan, the liability arising out of the said case, if any, is being considered as deemed crystallized as on the Resolution Plan approval date. Hence the Resolution Applicant is not disputing the above liabilities any further and instead considering them as deemed crystallized and admitted. Simultaneously, the Resolution Applicant is proposing to pay NIL value against all the contingent liabilities and legal cases pending against the Company.
Further any liability crystallizing out of the contingent liabilities or disputed legal cases of the Corporate Debtor or any other unknown or unclaimed liability pertaining to a transaction or incident dating to a period prior to the Insolvency Commencement date or during the CIRP which does not find a place in the approved Resolution Plan, shall be deemed to have lapsed on the approval of the plan; and the Corporate Debtor shall be deemed to have been duly discharged from all legal liability arising from such antecedent claims.
The approved Resolution Plan also covers the writing off Slow Moving Inventories, and Debtors , any Recovery from such current assets shall be written back in the year of Recovery. Any Long pending dues from suppliers of the earlier years which could not be recovered in cash or kind shall also be written off, any Recovery from such current assets shall be written back in the year of Recovery.
Equity shareholders- the capital of existing equity shareholders shall be reduced to 10% of the current holding i.e 2.36 crores shall be reduced to 0.236 crores.
Investment in working capital- The additional need based working capital of Rs.10 Crores shall be invested in the Corporate Debtor for revival of the organization.
Investment in fixed assets- The Resolution Applicant and his investors shall invest in Capex which shall amount to Rs.3.5 Crores in year 1.
Management and control of business- the Management of Corporate Debtor shall vest in the re-constituted Board of Directors and Resolution Applicant and his investors shall jointly appoint the Directors on the Board.
Resolution Plan will be monitored by monitoring committee.
A monitoring committee was set up vide Meeting on 13.02.2019, wherein Radhakrishnan Dharmarajan (RP), S David (SBI representative), Nagabhusanam (IDBI representative), Sridhar and Hema ( Corporate debtor representatives) were appointed as the members of Monitoring Committee
A second monitoring committee was conducted on 07.03.2019 and the matter of M/.s Saravana Global Holdings who filed an appeal in the NCLAT Delhi, was discussed and Committee appraised COC members about the same.The matter was discussed and committee was advised for further course of action .
A third monitoring committee was held on 04.04.2019 and discussed on the updates on the appeal and committee advised COC to be represented and file their Written submissions through the Lead Bank M/s. STATE BANK OF INDIA.
The Resolution Applicant Mr. Bafna Mahaveer Chand also informed that the MHRA Audit is scheduled on 13.05.2019 .
As time again discussed in various COC Meetings during the CIRP process of Bafna, where in the COC members discussed and deliberated at length regarding the importance of MHRA audit which is paramount and value enhancement for the company. Any failure on MHRA accreditation, the value of the company will be eroded and may not be kept as a going concern. The members of the COC had deferred the publication of expressions of interest citing, criticality of MHRA accreditation as one of the major reasons and the fact that any delay in MHRA accreditation would impact the going concern and viability of the company and this was also one of the key agenda in the First COC minutes (dated 10.8.2018) .
To keep the company as Going Concern and to conduct the UK-MHRA audit successfully , upon the request from the Monitoring Committee, the resolution applicant came forward to arrange an unsecured loan ,whch would help to complete the MHRA audit in time, and to enhance value of the assets of the company to all the stake holders
Appeal with NCLAT
Aggrieved by the Order of NCLT, Chennai Saravana Global Holdings Limited and P Shobha (minority shareholders) filed an appeal to National Company Law Appellate Tribunal, New Delhi (NCLAT). NCLAT vide its order dated 28th February 2019 has passed the following Order.:-
Until further order the monitoring committee will not handover the possession of corporate debtor to the Resolution Applicant if not yet handed over. In case the possession of the corporate debtor has been handed over the resolution applicant will maintain the status quo and will not alienate, transfer or create third party encumbrance of movable or immovable property of the corporate debtor. The concerned person will ensure that the company remains a going concern.
The case was posted to further hearing on 02nd April 2019
The case was posted to further hearing on various dated namely 25th April 2019, 02nd May 2019 and 07th May 2019 , the Honorable NCLAT instructed the respondents to file their written submission not more than 3 pages and the judgment was reserved on 09th May 2019 by NCLAT.
Conclusion
In view of the pending proceedings against implementation of approved Resolution Plan . No Revision in the Financial statement is considered . However, the financial statement will be restated based on the outcome of the order to be passed by Honorable NCLAT , Delhi as per the plan approved by Honorable NCLT, Chennai .
Hence, The process of Assessment of fair values of assets and liabilities detailed in the Resolution Plan and restatement thereof in the accounts is being deferred to be carried out in the ensuing Financial Year on account of the above mentioned happenings which had begun during the reporting period and has continued beyond the year end upto the date of Board meeting when the accounts got approved.
Further, a criminal case was filed by M/s. Abhilash Chemicals Private Limited against all the Directors of the Company under Section 138 of the Negotiable Instruments Act for dishonor of cheque.
Further, a criminal case was filed by M/s. Aarti Industries Limited against all the Directors of the Company under Section 138 of the Negotiable Instruments Act for dishonor of cheque.
The above cases are pending before respective court/tribunal. Your Board of Directors of the Company are taking necessary steps to resolve the pending litigations.
Change in the nature of business
Your Company is engaged in 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 has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Adequacy of Internal Financial Controls with reference to the Financial Statements:
The company has adequate internal financial controls such as defining authority to authorize financial transactions, Internal Audit and review of financial statement mechanism in vogue.
Directors
The Composition of Board and number of meetings attended by them are given in the corporate governance report.
Mr. R.Dwarakanathan, Non-executive Independent Director was resigned from the Board with effect from 21st August 2018. The Board wishes to place on record the valuable services rendered by Mr. R.Dwarakanathan during his tenure.
Mr. Babulal Kamlesh Kumar, was appointed as Non-executive Independent Director on 08th February 2019 for a period of five years. The Board recommends his appointment as Non-executive Independent Director.
The Independent Directors have furnished necessary declarations as required under Companies Act, 2013.
Directors Liable to Retire by Rotation
Mr. Paras Bafna ,being non independent director is liable to retire by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible offered himself for re-appointment.
The brief resume of the Directors seeking appointment/ reappointment and other information have been detailed in the Notice. Your Board recommends the above appointments/reappointment of Directors in the best interest of the Company.
Details of KMP:
According to section 203 of the Companies Act,2013, the following are the Key Managerial Personnel of the Company
Mr. Mahaveer Chand Bafna- Managing Director
Mr. M. Sridhar- Chief Financial Officer
Mr. Jitendra Kumar Pal- Company Secretary
Auditors
As per the provisions of the Act, R. Sathyanarayanan & Co, Chartered Accountants, Chennai (FRN003656S), Statutory Auditors of the Company was appointed for a period of five years at the annual general meeting held on 2017 till the conclusion of 27th annual general meeting. The requirement for the annual ratification of auditor''s appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018.
They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does contain some qualification, reservation, adverse remark or disclaimer for which reply has been given in Directors Report.
M/s. R. Sathyanarayanan & Co, Chartered Accountants have given their consent for appointment and also confirmed that their appointment would be within the prescribed limits under Section 141 of the Companies Act, 2013.
Auditors âReport:
The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report.
Comments on Auditors âReport:
Reply to the qualifications made in Auditor''s report:
|
Qualification |
Reply |
|
Major Components of Current Assets - Receivables outstanding for over one year, Long outstanding Advances to suppliers besides Stock of spares and Stores, which have all not been tested for recovery/impairment as per IND AS 36, consequently not restated at fair values in accordance IND AS 113 and not provisioned in the accounts. |
In view of the pending proceedings against implementation of approved Resolution Plan . No Revision in the Financial statement is considered . However, the financial statement will be restated based on the outcome of the order to be passed by Honorable NCLAT , Delhi as per the plan approved by Honorable NCLT, Chennai. |
|
Major Components of Current Liabilities - Sundry creditors whose balances are yet to be confirmed, hence not restated at fair values in accordance with IND AS 113. |
The process of restructuring of fair values of assets and liabilities detailed in the Resolution Plan and restatement thereof in the accounts is being deferred to be carried out in the ensuing Financial Year on account of the pending proceedings Before NCLAT, Delhi. |
|
a) Certain Balances of Debtors , Creditors, and deposits with Corporate Bodies are subject to Confirmation. b) Closing balances pertaining to advances given to suppliers of materials and others some of them remain unconfirmed. |
The Company has sent confirmation letters to the debtors, creditors and other corporate bodiesbut could not get the confirmation on time.Hooever all the efforts has been taken to obtain the same. These dues are pending for Long Time. |
|
Statutory Dues |
The company is undergoing Financial Constraints due to which some statutory Dues are pending . However the company is taking sincere efforts to resolve the issue. |
|
The maintenance of Stocks of Stores and spares requires to be assessed in respect of usefulness and value carried in the books of accounts. |
The company is taking adequate steps to ascertain the usefulness and based on the recommendations of the Management , will be decided for write off or sold |
|
During the course of our audit, we observed certain instances of non-deduction of TDS on eligible payments made during the year. |
The company will ensure that this has been taken utmost care from the current Financial Year. |
Cost Audit
Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.
Listing
The Company''s shares are listed at(i)BSE Limited(BSE) with Scrip Code No.532989 and at(ii) National Stock Exchange of India Limited with Scrip symbol BAFNAPHARM;
Particulars of Employees
a) Details of employees, employed through out the financial year was in receipt of remuneration for that financial year, in the aggregate, was not less than Rs.1.02 Crores. -Nil-
b) Details of employees, employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. Eight Lakhs and Fifty Thousand per month -Nil -
c) Details of employees ,if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which ,in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. - Nil -
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014 in respect of employees of the Company and Rules5(2)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, with respect to the statement showing the names of the top ten employees in terms of remuneration drawn, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees ''particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company upto the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.
Foreign Exchange Earnings and Outgo
The particulars in respect of Foreign Exchange Earnings and Outgo as required 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 Health and Safety
The Company is continuously focusing on managing talent and increasingly systematizing the HR processes. We have excellent industrial relations across all facilities including corporate office and strongly believe that the workers will continue to work towards profitable and productive company.
The number of employees as on 31st March,2019 was 258 as against 258 during FY 2017-18..
Conservation of Energy, Technology Absorption & Research and Development (R &D)
The company is conscious of its responsibility to conserve the energy and has taken measures in relation to conservation of energy and technology absorption. The particulars in respect to conservation of energy, Technology Absorption & Research and 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 of insider trading and the code for corporate disclosures are in force. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations,2015.
Corporate Governance
Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the Stock Exchanges, are enclosed elsewhere in the Annual Report and forms part of this report.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Board of Directors has approved policy as per the said Act. and an Internal Complaints Committee was constituted, with following members:
(i) Smt. S. Hemalatha, (General Manager - Operation) - Chairperson
(ii) Smt. S. Geetha (Manager Accounts) - Member
(iii) Smt. K. Ashitha (Admin-in-charge) - Member
The committee placed certificate before the Board of Directors on the status of compliance of the Act. As per the certificate provided by the said committee no complaints were received during the year & that there are no complaints pending as on 31st March, 2019.
Particulars of Loans ,Guarantee and Investment under Section 186 of Companies Act,2013:
During the year under review, the investments made ,the loans advanced, guarantees given and securities provided are within the limits prescribed under Section 186 of the Companies Act,2013. Refer Notes to accounts for the above particulars.
Particulars of contracts or arrangements with Related parties referred to in Sub-Section(1)of Section188:
The transactions entered into by the Company with the related parties were in the ordinary course of business and at arm''s length basis. The particulars of transactions are mentioned in Form AOC 2 and is annexed to this report.
Corporate Social Responsibility
Corporate Social Responsibility prescribed under the provisions of Sec 135 of the Companies Act, 2013 is not applicable to the Company, But however Company is committed to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and society.
Secretarial Audit for the FY 2018-19
In terms of Section 204 of the Companies Act, 2013, the rules made there under & other applicable provisions, if any, the company is required to appoint Secretarial Audit or to carry out secretarial Audit of the Company. Your Board of Directors has appointed M/s. A.K. Jain & Associates, Practicing Company Secretaries, Chennai for purpose of Secretarial Audit for the FY 2018-19 at the Board Meeting held on 08.02.2019.
As required under section 204(1) of the Companies Act,2013 the Company has obtained a secretarial audit report. The copy of the Secretarial Audit report in MR3 is attached as an annexure to the Director''s Report.
The qualifications made by the Secretarial Auditor and the explanation to the observations are as follows:
|
S. No. |
QUALIFICATION |
MANAGEMENT''S EXPLANATION |
|
a) The Company has not disclosed the Voting Results of the Annual General Meeting held on 29th September, 2018 within the time prescribed under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
The delay in reporting was due to inadvertence and unintentional. The Company is taking utmost care to regularize the Company''s compliance reporting mechanism. The Board assures that the Company will report all the disclosures within the time prescribed. |
|
|
b) The Company has issued and allotted 50,00,000 equity shares of Rs.10/- each on conversion of warrants on preferential basis on 12.02.2018 which are yet to be listed on Stock Exchanges under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. |
The delay in listing is due to some clarification required by the Stock Exchanges. The Company has got listing and trading approval for 50,00,000 shares allotted on preferential basis on 20th May 2019. |
|
|
c) The composition of board of directors of the company is not in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September 2018 and December 2018. |
The Company was in Corporate Insolvency Resolution Process with effect from 16th July 2018, under IBC, 2016. One of the Independent Director R. Dwarkanathan, resigned due to personal reasons. The management has appointed a director in his place and regularized. |
|
|
d) The composition of the nomination and remuneration committee of the company is not in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September 2018 and December 2018. |
The Company was in Corporate Insolvency Resolution Process with effect from 16th July 2018, under IBC, 2016. One of the Independent Director R. Dwarkanathan, resigned due to personal reasons. The management has appointed a director in his place and regularized. |
|
|
e) The Company has received notice from BSE and NSE levying SOP Fines under Regulation 108 of SEBI (Issue of capital and disclosure requirements) Regulations, 2009 amounting to Rs.17,92,014/-and Rs. 18,62,814/- respectively for delay in submission of complete listing application for allotment of 50,00,000 equity shares of Rs.10/-each on conversion of warrants on preferential basis with the Stock Exchanges i.e. NSE and BSE. |
The delay in listing is due to some clarification required by the Stock Exchanges. However the Company has paid the necessary Fines to both the exchanges. The Company has also got listing and trading approval for 50,00,000 shares allotted on preferential basis on 20th May 2019. |
Appointment of M/s.Soleti Associates., Chartered Accountant, Chennai as Internal Auditors & approved their Scope, Functions, Periodicity & Methodology
In terms of Section 138 of the Companies Act,2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 28.05.2018 has appointed Mr.CA Rengasubramaniam,Partner of M/s.Soleti Associates, Chartered Accountants, Chennai as Internal Auditors and further approved their Scope, Functions, and Periodicity & Methodology
Audit Committee
In terms of Section 177 of the Companies Act, 2013 and other applicable provisions if any and as per the Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 ,the Audit committee comprises of 4 Directors out of which 3 are Non-Executive Independent Directors. The terms of reference of Audit Committee includes matters specified in section 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.
The Audit Committee was re-constituted with effect from 08th February 2019 and its composition is as follows:-
Mr. V Rajamani- Chairman
Mr. Sunil Bafna- Member
Mr. Babulal Kamlesh Kumar - Member
Mr. Paras Bafna- Member
Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 30.05.2014 has renamed the existing"Remuneration Committee"of the Board of Directors as"Nomination &Remuneration Committee". The Policy of Nomination & Remuneration Committee was detailed in the corporate governance report. The constitution, terms and references and other details are elaborated in the Corporate Governance report annexed with this report.
The Nomination and Remuneration Committee was re-constituted with effect from 08th February 2019 and its composition
is as follows:-
Mr. Sunil Bafna- Chairman
Mr. V Rajamani- Member
Mr. Babulal Kamlesh Kumar - Member
Stakeholders Relationship Committee
In terms of Section 178 of the CompaniesAct,2013 & other applicable provisions, if any, Board of Directors at their meeting held on 30.05.2014 renamed the existing "Investor Grievance & Share Transfer Committee" as "Stakeholders Relationship Committee". The constitution, terms and references and other details are elaborated in the Corporate Governance report annexed with this report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report ,as required under the Listing Agreement with the Stock Exchange is enclosed in the Annual Report and forms part of this Report. Certain Statements in the report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance & outlook.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed along with the Director''s Report.
Number of Board Meetings:
The Board of Directors met 6 times during the year under review and the gap between 2 meetings did not exceed 120 days.
Directors Responsibility Statement
Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended31st March,2019 are in full conformity with the requirements of the Companies Act,2013.They believe that the Financial Statements reflect fairly the form and substance of transaction carried out during the year 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 and wherever required, proper explanations relating to material departures have been given;
- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for that period;
- Proper and sufficient care has been taken 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;
- The Accounts have been prepared on a "going concern basis.
- The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
- The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Green Initiatives
Electronic copies of the Annual Report 2018-19 and the Notice of the 24th AGM are sent to all members whose email addresses are registered with the Company / depository participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.
Acknowledgement and Appreciation
Your Directors would like to thank Company''s Bankers - SBI, DBS, DCB, BOC& IDBI for their continued support and they would also like to express their gratitude for the co-operation and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and place on record their appreciation of the consistent and dedicated services of the employees at all levels who have immensely contributed to the performance of the Company during the period under review.
On behalf of the Board of Directors
For BAFNA PHARMACEUTICALS LIMITED
(CIN L24294TN1995PLC030698)
Sd/- Sd/-
Paras Bafna Bafna Mahaveer Chand
Place: Chennai (DIN: 01933663) (DIN: 01458211)
Date: 27.05.2019 Whole Time Director Chairman & Managing Director
Mar 31, 2016
DIRECTOR''S REPORT
To The Shareholders
The Directors have pleasure in presenting the Twenty First Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2016.
Financial Performance
The summarized Audited Financial Results for the year ended 31st March, 2016 along with comparative figures for the previous year is as under:
(Rs. In 000)
|
Particulars |
Standalone |
Consolidated |
||
|
31st March, 2016 |
31st March, 2015 |
31st March, 2016 |
31st March, 2015 |
|
|
Total Income |
8,65,596.35 |
14,36,553.02 |
8,72,970.56 |
1,436,815.13 |
|
Total Expenditure |
9,49,750.21 |
12,96,506.57 |
977,576.25 |
1,287,946.12 |
|
Profit before Depreciation & Taxation |
84,153.86 |
140,046.45 |
104,605.69 |
148,869.01 |
|
Less: Depreciation |
41,121.33 |
52,375.87 |
48,586.04 |
59,854.65 |
|
Less: Exceptional Items |
- |
26,880.92 |
- |
28,342.57 |
|
Profit before Tax |
(125,275.19) |
60,789.66 |
(153,191.73 |
60,671.79 |
|
Less: Provision for Taxation |
- |
(22,587.38) |
- |
(22,587.38) |
|
Less: Provision for Deferred Tax |
3,430.83 |
22,871.05 |
1,777.59 |
24,113.06 |
|
Minority Interest (Loss) |
|
|
11,144.85 |
(423.68) |
|
Profit after Tax for the year |
(121,844.36) |
61,073.34 |
(140,269.29) |
61,773.78 |
Consolidated Operating Results
The consolidated sales and operating income decreased to Rs. 87.30 Cr from Rs. 143.68 Cr in the previous year yielding a decline in growth of 60.76% due to sale of Brand happened during the year 2014. The consolidated operating profit for the year was Rs. 10.46 Cr as against Rs. 14.89 Cr in the previous year. The consolidated net loss for the year 2016 was Rs.14.02 Cr as against FY 2015 of Rs. 6.18 Cr.
Standalone Operating Results
The sales and operating income decreased to Rs. 86.56 Cr from Rs. 143.66 Cr in the previous year decline rate of 60.26%. The operating profit for the year under review is Rs. 14.00 Cr as against Rs. 10.55 Cr in the previous year. The loss after tax for the year under review is Rs.121.84 Cr as against Rs. 6.11 Cr in the previous year. The company is in growth/expansion mode requiring further investment; your company is therefore evaluating various options to raise additional funds for which shareholders approval may be sought as and when things are finalized.
Subsidiary Company & Consolidated Financial Results
The consolidated financial results comprise of M/s. Bafna Pharmaceuticals Limited and its subsidiary M/s. Bafna Lifestyles Remedies Limited. Consolidated Financial Statements for the year ended 31st March, 2016 forms part of the Annual Report.
As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company and its subsidiary are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the Companies Act, 2013. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.
Material/significant changes in subsidiary, during the year the subsidiary company has discontinued the marketing activities.
A statement pursuant to Section 129 of the Companies Act, 2013, relating to subsidiary companies is attached and forms part of the report.
Change in Capital Structure
(Rs. In 000)
|
Particulars |
31st March, 2016 |
31st March, 2015 |
|
Authorized Capital |
400,000.00 |
400,000.00 |
|
Issued, Subscribed & Paid up Capital |
186,563.35 |
186,563.35 |
Fixed Deposits
The company has not accepted / invited any deposits from the public in terms of Section 73 of the Companies Act, 2013
Dividend
The Company wishes to conserve the resources, hence your directors do not recommend any dividend for the Financial Year.
Directors
The Composition of Board and number of meetings attended by them are given in the corporate governance report.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, Shri V. Rajamani, Shri R. Dwarakanathan, Shri B. Kamlesh Kumar & Shri Sunil Bafna were appointed as Independent Directors for five consecutive years in the Nineteenth AGM held on 10.09.2014 upto 09.09.2019. Accordingly all the Independent Directors were appointed in the last AGM to align with the requirement of the Companies Act, 2013. The necessary declarations were also obtained from the Independent Directors regularly on yearly basis.
Directors Liable to Retire by Rotation
Shri. Bafna Mahaveer Chand, Chairman & Managing Director and Shri. Paras Bafna, Whole Time Director are not liable to retire by rotation as per their terms of appointment / Articles of Association of the company. However, they are subject to retire by rotation as per the provisions of Section 149 & 152 of the Companies Act, 2013. All Directors in the Board are Independent except Shri. Bafna Mahaveer Chand and Shri. Paras Bafna, and as Independent Directors are not liable to retire by rotation, Shri. Bafna Mahaveer Chand & Shri. Paras Bafna will retire by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible they have offered themselves for re-appointment. Upon re-appointment as Director Shri. Bafna Mahaveer Chand shall continue to hold office as the Chairman and Managing Director of the Company.
The brief resume of the Directors seeking appointment / reappointment and other information have been detailed in the Notice. Your Board recommends the above appointments /reappointment of Directors in the best interest of the Company.
Auditors
M/s. Abhay Jain & Co., Chartered Accountants, Chennai who are the statutory auditors of the Company, were reappointed for a period of 3 years (from 2014 to 2017), subject to ratification by the members at every AGM. Hence, ratification has been sought for, from the members as per the terms of appointment made during 2014. M/s. Abhay Jain & Co., Chartered Accountants, Chennai have given their consent for re-appointment and also confirmed that their appointment would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the ratification of re-appointment of M/s. Abhay Jain & Co., Chartered Accountants, Chennai, as the Statutory Auditors, is being proposed as an Ordinary Resolution.
The Board recommends ratification of re-appointment as Statutory Auditors of the Company. The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report.
There were some observation were made in the Auditors'' Report for the period and the management reply to the observations made by the Statutory Auditor under Section 134 of the Companies Act, 2013 have been provided in some part of the report for the benefit of the shareholders.
Cost Audit
The Board of Directors of the Company appointed M/s Thanigaimani & Associates, Cost Accountants (FRN No.101899) as the Cost Auditor of the Company for audit of cost accounts relating to formulations for the year ended 31st March 2016. The Cost Audit report for the year ended 31st March 2015 was filed on 26.09.2015 and the Cost Audit Compliance Report was filed on 26.09.2015. The Cost Audit Report & Cost Audit Compliance Report for the year ended 31st March, 2016 shall be submitted to the Central Government in due course.
As per Section 148 read with Companies (Audit and Audit) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s Thanigaimani & Associates, Cost Accountants as Cost Auditor of the Company for the financial year 2015-16. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 45,000/- (Rupees Forty Five Thousand Only) plus applicable taxes and out of pocket expenses.
Listing
The Company''s shares are listed at (i) Bombay Stock Exchange Limited (BSE) with Scrip Code No. 532989 and at
(ii) National Stock Exchange of India Limited with Scrip symbol BAFNAPHARM; the necessary Listing Fees have been paid to the stock exchanges.
Particulars of Employees
a) Details of employees, employed throughout the financial year, was in receipt of remuneration for that financial year, in the aggregate, was not less than Rs.1.02 Crores. -Nil-
b) Details of employees, employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. Eight Lakhs and Fifty Thousand per month -Nil -
c) Details of employees, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. - Nil -
Foreign Exchange Earnings and Outgo
The particulars in respect of Foreign Exchange Earnings and Outgo as required 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 Health and Safety
The Company is continuously focusing on managing talent and increasingly systematizing the HR processes. We have excellent industrial relations across all facilities including corporate office and strongly believe that the workers will continue to work towards profitable and productive company.
The number of employees as on 31st March, 2016 was 242 as against 251 during FY 2014-15, a net decrease of 9 employees.
Conservation of Energy, Technology Absorption & Research and Development (R & D)
The company is conscious of its responsibility to conserve the energy and has taken measures in relation to conservation of energy and technology absorption. The particulars in respect to conservation of energy, Technology Absorption & Research and 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 of insider trading and the code for corporate disclosures are in force. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
Corporate Governance
Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed elsewhere in the Annual Report and forms part of this report.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Board of Directors has approved policy as per the said Act. And an Internal Complaints Committee was constituted, with following members:
(i) Ms. Hemalatha, Asst General Manager - Chairperson
(ii) Ms. Shunmugasundari, HR Executive - Member
(iii) Ms. Rajalakshmi, HR Executive - Member
The committee placed certificate before the Board of Directors on the status of compliance of the Act. As per the certificate provided by the said committee no complaints were received during the year & that there are no complaints pending as on 31st March, 2016.
Corporate Social Responsibility
The applicability of Corporate Social Responsibility under Sec 135 of the Companies Act, 2013 is not applicable to the Company. But however, Company is committed to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and society.
Secretarial Audit for the FY 2016-17
In terms of Section 204 of the Companies Act, 2013, the rules made there under & other applicable provisions, if any, the company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company. Your Board of Directors has appointed M/s. A.K. Jain & Associates, Practicing Company Secretaries, Chennai for purpose of Secretarial Audit for the FY 2016-17 at the Board Meeting held on 30.05.2016.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report which contains qualification for non-appointment of CFO and non-ratification of appointment of Mrs. Sabitha, Executive Director of the Company. The copy of the Secretarial Audit report in MGT 3 is attached as an annexure to the Director''s Report.
Reply to the Qualification: The Company is taking necessary steps to appoint the Chief Financial Officer. Ratification of appointment and terms of remuneration of Mrs. Sabitha is proposed in the ensuing general meeting.
Re-appointment of Mr. Gaurav Jain, Chartered Accountant, Chennai as Internal Auditors & approved their Scope, Functions, Periodicity & Methodology
In terms of Section 138 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 30.05.2016 has appointed Mr. Gaurav Jain, Chartered Accountant, and Chennai as Internal Auditors and further approved their Scope, Functions, and Periodicity & Methodology.
Audit Committee
In terms of Section 177 of the Companies Act, 2013 and other applicable provisions if any and as per the clause 49 of the Listing agreement the Audit committee comprises of 4 Directors out of which 3 are Non-Executive Independent Directors. The terms of reference of Audit Committee includes matters specified in section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement (as revised with effect from 1.10.2014). The Board has accepted all the recommendations of the audit committee made during the year
Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 30.05.2014 has renamed the existing "Remuneration Committee" of the Board of Directors as "Nomination & Remuneration Committee". There was no change in the members of the Committee. The Policy of Nomination & remuneration committee were given in the corporate governance report.
Stakeholders Relationship Committee
In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at their meeting held on 30.05.2014 renamed the existing "Investor Grievance & Share Transfer Committee" as "Stakeholders Relationship Committee".
Management Discussion and Analysis Report
Management Discussion and Analysis Report, as required under the Listing Agreement with the Stock Exchange is enclosed elsewhere in the Annual Report and forms part of this Report. Certain Statements in the report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance & outlook.
Extract of Annual Return;
The details forming part of the extract of the Annual Return in form MGT-9 is annexed along with the Director''s Report.
Particulars of Employees;
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.
Directors Responsibility Statement
Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended 31st March, 2016 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly the form and substance of transaction carried out during the year 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 and wherever required, proper explanations relating to material departures have been given;
- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for that period;
- Proper and sufficient care has been taken 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;
- The Accounts have been prepared on a "going concern" basis.
- The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
- The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
Acknowledgement and Appreciation
Your Directors would like to thank Company''s Bankers - SBI, EXIM, DBS, DCB, BOC & IDBI for their continued support and they would also like to express their gratitude for the co-operation and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and place on record their appreciation of the consistent and dedicated services of the employees at all levels who have immensely contributed to the performance of the Company during the period under review.
On behalf of the Board of Directors
For BAFNA PHARMACEUTICALS LIMITED
(CIN L24294TN1995PLC030698)
Place: Chennai
Date: 30.05.2016
Paras Bafna Bafna Mahaveer Chand
(DIN: 01933663) (DIN: 01458211)
Whole Time Director Chairman & Managing Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twentieth Annual Report
of your Company together with Audited Accounts for the Financial Year
ended 31st March, 2015.
Financial Performance
The summarized Audited Financial Results for the year ended 31st March,
2015 along with comparative figures for the previous year is as under:
(Rs. In 000)
Standalone
Particulars 31st March, 31st March,
2015 2014
Total Income 14,36,553.02 17,89,445.90
Total Expenditure 12,96,506.57 1,683,959.02
Profit before Depreaati°n & 140,046.45 105,486.88
Taxation
Less: Depreciation 52,375.87 83,235.79
Less: Exceptional Items - -
Profit before Tax 60,789.57 22.251.09
Less: Provision for Taxation (22,587.38) (4,200.00)
Less: Provision for Deferred Tax 22,871.05 (4,689.69)
Minority Interest (Loss) -
Profit after Tax for the year 61,073.34 13,361.40
Consolidated
Particulars 31st March, 31st March,
2015 2014
Total Income 1,436,815.13 1,871,940.30
Total Expenditure 1,287,946.12 1,757,089.94
Profit before Depreaati°n & 148,869.01 114,850.36
Taxation
Less: Depreciation 59,854.65 89,938.37
Less: Exceptional Items 28,342.57 -
Profit before Tax 60,671.79 24,911.99
Less: Provision for Taxation (22,587.38) (4,700.00)
Less: Provision for Deferred Tax 24,113.06 (5,767.72)
Minority Interest (Loss) (423.68) (408.14)
Profit after Tax for the year 61,773.79 14,036.14
Consolidated Operating Results
The consolidated sales and operating income decreased to Rs. 143.68 Cr
from Rs. 187.19 Cr in the previous year yielding a decline in growth of
23.24% due to sale of Brand happened during the year. The consolidated
operating profit for the year was Rs. 14.89 Cr as against Rs. 11.49 Cr
in the previous year. The consolidated net profit for the year 2015 was
Rs. 6.18 Cr as against FY 2014 of Rs. 1.40 Cr.
Standalone Operating Results
The sales and operating income decreased to Rs. 143.66 Cr from Rs.
178.94 Cr in the previous year decline rate of 19.72%. The operating
profit for the year under review is Rs. 14.00 Cr as against Rs. 10.55
Cr in the previous year. The profit after tax for the year under review
is Rs. 6.11 Cr as against Rs. 1.34 Cr in the previous year.
The company is in growth/expansion mode requiring further investment;
your company is therefore evaluating various options to raise
additional funds for which shareholders approval may be sought as and
when things are finalized.
Subsidiary Company & Consolidated Financial Results
The consolidated financial results comprise of M/s. Bafna
Pharmaceuticals Limited and its subsidiary M/s. Bafna Lifestyles
Remedies Limited. Consolidated Financial Statements for the year ended
31st March, 2015 forms part of the Annual Report.
As required under the Listing Agreements entered into with the Stock
Exchanges, consolidated financial statements of the Company and its
subsidiary are attached. The consolidated financial statements have
been prepared in accordance with the relevant accounting standards as
prescribed under section 133 of the Companies Act, 2013. The
consolidated financial statements disclose the assets, liabilities,
income, expenses and other details of the Company and its subsidiaries.
Material/significant changes in subsidiary, during the year the
subsidiary company has discontinued the marketing activities.
A statement pursuant to Section 129 of the Companies Act, 2013,
relating to subsidiary companies is attached and forms part of the
report.
Change in Capital Structure
(Rs. In 000)
Particulars 31st March, 2015 31st March, 2014
Authorized Capital 400,000.00 400,000.00
Issued, Subscribed &
Paid up Capital 186,563.35 186,563.35
Fixed Deposits
The company has not accepted / invited any deposits from the public in
terms of Section 73 of the Companies Act, 2013
Dividend
The Company wishes to conserve the resources, hence your directors do
not recommend any dividend for the Financial Year.
Directors
During the year Ms. K.Sabitha was appointed as an Additional director /
women director in the Board meeting held on 27th March 2015. Your Board
recommends for appointment of Ms. K. Sabitha as a Director.
The Composition of Board and number of meetings attended by them are
given in the corporate governance report.
Pursuant to Section 149, 152 and other applicable provisions of the
Companies Act, 2013 read with Rules thereon, Shri V. Rajamani, Shri R.
Dwarakanathan, Shri B. Kamlesh Kumar & Shri Sunil Bafna were appointed
as Independent Directors for five consecutive years in the Nineteenth
AGM held on 10.09.2014 upto 09.09.2019. Accordingly all the Independent
Directors were appointed in the last AGM to align with the requirement
of the Companies Act, 2013. The necessary declarations were also
obtained from the Independent Directors on yearly
Directors liable to retire by rotation
Shri. Bafna Mahaveer Chand, Chairman & Managing Director & Shri. Paras
Bafna, Whole Time Director are not liable to retire by rotation as per
their terms of appointment / Articles Of Association of the company.
However, they are subject to retire by rotation as per the provisions
of Section 149 & 152 of the Companies Act, 2013. All Directors in the
Board are Independent except Shri. Bafna Mahaveer Chand & Shri. Paras
Bafna and as Independent Directors are not liable to retire by
rotation, Shri. Bafna Mahaveer Chand & Shri. Paras Bafna will retire by
rotation in terms of Section 152 of the Companies Act, 2013 and being
eligible they have offered themselves for re-appointment. Upon
re-appointment as Director Shri. Bafna Mahaveer Chand shall continue to
hold office as the Chairman and Managing Director of the Company.
The brief resume of the Directors seeking appointment / reappointment
and other information have been detailed in the Notice. Your Board
recommends the above appointments /reappointment of Directors in the
best interest of the Company.
Auditors
M/s. Abhay Jain & Co., Chartered Accountants, Chennai who are the
statutory auditors of the Company, were reappointed for a period of 3
years ( from 2014 to 2017), subject to ratification by the members at
every AGM. Hence, ratification has been sought for, from the members as
per the terms of appointment made during 2014. M/s. Abhay Jain & Co.,
Chartered Accountants, Chennai have given their consent for
re-appointment and also confirmed that their appointment would be
within the prescribed limits under Section 141 of the Companies Act,
2013.
Accordingly, the ratification of re-appointment of M/s. Abhay Jain &
Co., Chartered Accountants, Chennai, as the Statutory Auditors, is
being proposed as an Ordinary Resolution.
The Board recommends ratification of re-appointment as Statutory
Auditors of the Company. The report of Auditors and notes forming part
of the Accounts are attached along with the Annual Report.
There is no observation made in the Auditors' Report for the period and
hence no further comments required under Section 134 of the Companies
Act, 2013.
Cost Audit
The Board of Directors of the Company appointed M/s Thanigaimani &
Associates, Cost Accountants (FRN No.101899) as the Cost Auditor of the
Company for audit of cost accounts relating to formulations for the
year ended 31st March 2015. The Cost Audit report for the year ended
31st March 2014 was filed on 26.11.2014 and the Cost Audit Compliance
Report was filed on 26.11.2014. The Cost Audit Report & Cost Audit
Compliance Report for the year ended 31st March, 2015 shall be
submitted to the Central Government in due course.
As per Section 148 read with Companies (Audit and Audit) Rules, 2014
and other applicable provisions if any of the Companies Act, 2013, the
Board of Directors of the Company has appointed M/s Thanigaimani &
Associates, Cost Accountants as Cost Auditor of the Company for the
financial year 2015-16. The remuneration proposed to be paid to the
Cost Auditors, subject to the ratification by the members at the
ensuing Annual General Meeting, would be Rs. 45,000/- (Rupees Forty
Five Thousand Only) plus applicable taxes and out of pocket expenses.
Listing
The Company's shares are listed at (i) Bombay Stock Exchange Limited
(BSE) with Scrip Code No. 532989 and at (ii) National Stock Exchange of
India Limited with Scrip symbol BAFNAPHARM; the necessary Listing Fees
have been paid to the stock exchanges.
Particulars of employees
a) Details of employees, employed throughout the financial year, was in
receipt of remuneration for that financial year, in the aggregate, was
not less than Rs. 60 lakhs. -Nil-
b) Details of employees, employed for a part of the financial year, was
in receipt of remuneration for any part of that year, at a rate which,
in the aggregate, was not less than five lakh rupees per month -Nil -
c) Details of employees, if employed throughout the financial year or
part thereof, was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is
in excess of that drawn by the managing director or whole-time director
or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the
company. Â Nil -
Foreign Exchange earnings and outgo
The particulars in respect of Foreign Exchange Earnings and Outgo as
required 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 Health
and Safety
The Company is continuously focusing on managing talent and
increasingly systematizing the HR processes. We have excellent
industrial relations across all facilities including corporate office
and strongly believe that the workers will continue to work towards
profitable and productive company.
The number of employees as on 31st March, 2015 was 251 as against 677
during FY2013-14, a net decrease of 426 employees. This is was largely
due transfer of Domestic Branded division during the year.
Conservation of energy, Technology Absorption & Research and
Development (R & D)
The company is conscious of its responsibility to conserve the energy
and has taken measures in relation to conservation of energy and
technology absorption. The particulars in respect to conservation of
energy, Technology Absorption & Research and 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 of insider trading and the code for corporate
disclosures are in force. The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated persons of the Company, as
per SEBI (Prohibition of Insider Trading) Regulations, 2015.
Corporate Governance
Report on Corporate Governance and Certificate of the Auditors of your
Company regarding compliance of the conditions of Corporate Governance
as stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges, are enclosed elsewhere in the Annual Report and forms part
of this report.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Board of Directors has approved policy as per the said Act. And an
Internal Complaints Committee was constituted, with following members:
(i) Ms. Hemalatha, Commercial Manager - Chairperson
(ii) Mr. Meenakshi Sundaram, HR - Member
(iii) Ms. Sundari, HR Executive - Member
The committee placed certificate before the Board of Directors on the
status of compliance of the Act. As per the certificate provided by the
said committee no complaints were received during the year & that there
are no complaints pending as on 31st March, 2015.
Corporate Social Responsibility
The applicability of Corporate Social Responsibility under Sec 135 of
the Companies Act, 2013 is not applicable to the Company. But however
Company is committed to improve the quality of life of the workforce
and their families and also the community and society at large. The
Company believes in undertaking business in such a way that it leads to
overall development of all stake holders and society.
Secretarial Audit for the FY 2015-16
In terms of Section 204 of the Companies Act, 2013, the rules made
thereunder & other applicable provisions, if any, the company is
required to appoint Secretarial Auditor to carry out Secretarial Audit
of the Company. Your Board of Directors has appointed M/s. A.K. Jain &
Associates, Practicing Company Secretaries, Chennai for purpose of
Secretarial Audit for the FY 2015-16 at the Board Meeting held on
29.05.2015.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report and contains one
qualification for non-appointment of CFO for the Company. The copy of
the Secretarial Audit report in MGT 3 is attached as an annexure to the
Director's Report.
Reply to the qualification: The Company is taking necessary steps to
appoint the Chief Financial Officer.
Re-appointment of Mr. Gaurav Jain, Chartered Accountant, Chennai as
Internal Auditors & approved their Scope, Functions, Periodicity &
Methodology
In terms of Section 138 of the Companies Act, 2013 & other applicable
provisions, if any, Board of Directors at the Board Meeting held on
29.05.2015 has appointed Mr. Gaurav Jain, Chartered Accountant, and
Chennai as Internal Auditors and further approved their Scope,
Functions, and Periodicity & Methodology.
"Audit Committee"
In terms of Section 177 of the Companies Act, 2013 and other applicable
provisions if any and as per the clause 49 of the Listing agreement the
Audit committee comprises of 4 Directors out of which 3 are
Non-Executive Independent Directors. The terms of reference of Audit
Committee includes matters specified in section 177 of the Companies
Act 2013 and Clause 49 of the Listing Agreement (as revised with effect
from 1.10.2014). The Board has accepted all the recommendations of the
audit committee made during the year
"Nomination & Remuneration Committee"
In terms of Section 178 of the Companies Act, 2013 & other applicable
provisions, if any, Board of Directors at the Board Meeting held on
30.05.2014 has renamed the existing "Remuneration Committee" of the
Board of Directors as "Nomination & Remuneration Committee". There was
no change in the members of the Committee. The Policy of Nomination &
remuneration committee were given in the corporate governance report.
"Stakeholders Relationship Committee"
In terms of Section 178 of the Companies Act, 2013 & other applicable
provisions, if any, Board of Directors at their meeting held on
30.05.2014 renamed the existing "Investor Grievance & Share Transfer
Committee" as "Stakeholders Relationship Committee".
Management Discussion and Analysis Report
Management Discussion and Analysis Report, as required under the
Listing Agreement with the Stock Exchange is enclosed elsewhere in the
Annual Report and forms part of this Report. Certain Statements in the
report may be forward-looking. Many factors may affect the actual
results, which could be different from what the Directors envisage in
terms of future performance & outlook.
Extract of Annual Return;
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed along with the Director's Report.
Particulars of Employees;
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excludingthe information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
Directors Responsibility Statement
Your Directors wish to inform that the Audited Accounts contains
Financial Statements for the financial year ended 31st March, 2015 are
in full conformity with the requirements of the Companies Act, 2013.
They believe that the Financial Statements reflect fairly the form and
substance of transaction carried out during the year 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 and wherever
required, proper explanations relating to material departures have been
given;
* The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent 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;
* Proper and sufficient care has been taken 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;
* The Accounts have been prepared on a "going concern" basis.
* The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
* The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
Acknowledgement and Appreciation
Your Directors would like to thank Company's Bankers - SBI, EXIM, DBS,
DCB, BOC & IDBI for their continued support and they would also like to
express their gratitude for the co-operation and assistance extended to
the Company by its Customers, Suppliers, Technical Consultants,
Contractors, Government and Local Authorities, etc. The Directors also
wish to thank all its Shareholders for their unstinted support. The
Directors would like to sincerely thank and place on record their
appreciation of the consistent and dedicated services of the employees
at all levels who have immensely contributed to the performance of the
Company during the period under review.
On behalf of the Board of Directors
For Bafna Pharmaceuticals Limited
(CIN L24294TN1995PLC030698)
Place : Chennai Paras Bafna Bafna Mahaveer Chand
Date: 29.05.2015 (DIN: 01933663) (DIN: 01458211)
Whole Time Director Chairman & Managing
Director
Mar 31, 2012
The Directors have pleasure in presenting the Seventeenth Annual
Report of your Company together with Audited Accounts for the Financial
Year ended 31st March, 2012.
Financial Performance
The summarized Audited Financial Results for the year ended 31st March,
2012 along with comparative figures for the previous year is as under:
Rupees in Lakhs
PARTICULARS Standalone Consolidated
2012 2011 2012
Total Income 1250082.36 1019243.03 1301111.96
Total Expenditure 1136737.07 941314.95 1183049.62
Profit before
Depreciation &
Taxation 113345.29 77928.08 118062.34
Less: Depreciation 58380.11 27690.70 55034.44
Less: Exceptional
Items 1311.28 0 1320.34
Profit before Tax 53653.90 50237.38 53714.10
Less: Provision
for Taxation 10500.00 10658.90 10500.00
Less: Provision
for Deferred Tax 22413.01 6096.57 24159.38
Minority Interest
(Loss) - - (647.19)
Profit after Tax
for the year 20740.89 33481.91 18407.53
The Company's revenue for the year FY'12 is Rs.1250082.36 (Rs. '000) as
against Rs.1019243.03 (Rs. '000) in FY'11 registering a YOY growth of
22.64%.
Awards & Achievements
IDMA - Gold Award - Quality Excellence Award
Category: Formulations Units - Companies with total annual turnover
above Rs. 100 Crores Subsidiary Company & Consolidated Financial
Results
The consolidated results of the Company comprise of M/s. Bafna
Pharmaceuticals Limited and its subsidiary M/s. Bafna Lifestyles
Remedies Limited. Consolidated Financial Statements for the year ended
March 31, 2012 forms part of the Annual Report.
The consolidated financial statements prepared in accordance with
Accounting Standard - 21 issued by the Institute of Chartered
Accountants of India forming part of this Annual Report include the
financial information of the subsidiary company.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts.
Change in Capital Structure
Amount in Rs
Particulars 31.03.2012 31.03.2011
Authorized Capital 40,00,00,000 20,00,00,000
Issued, Subscribed
& Paid up Capital 18,38,13,350 17,48,13,350
The company has allotted 9, 00,000 Equity shares on 13.01.2012.
Fixed Deposits
Your company has not accepted any deposits from the public during the
year under report.
Dividend
Considering the resource requirements for working capital, the company
wishes to conserve the resources and so your Directors do not recommend
any dividend for the Financial Year.
Depository system
Company's shares are under compulsory demat mode and members are
requested to dematerialize their share for operational convenience.
Directors
Shri. A. Sahasranaman and Shri.R. Dwarakanathan, Directors are liable
to retire by rotation. They being eligible offer themselves for
re-appointment.
Auditors
M/s. Abhay Jain & Co., Chartered Accountants, Chennai the Auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
Cost Audit
The Board of Directors of the Company appointed M/s. Sivasubramanian &
Co., Cost Accountants, as the Cost Auditor of the Company for audit of
cost accounts relating to formulations the year ended 31st March 2012.
The Cost Audit report for the year ended 31st March 2012 shall be
submitted to the Central Government in due course.
Preferential Issue of Shares & Warrants
The company in accordance with Statutory provisions including SEBI
{Issue of Capital and Disclosure Requirements} Regulations, 2009,
Listing Agreement entered into with the Stock Exchange and with the
approval of members has issued and allotted on 13th day of January,
2012, 9,00,000 Equity shares of Rs.10/- each at a premium of Rs.40/-
per share and 25,00,000 warrants convertible into 25,00,000 Equity
shares of Rs.10/- each at a premium of Rs.40/- per share. The aforesaid
shares and warrants are subject to lock-in period as prescribed under
SEBI Guidelines. With respect to allotment of warrants the company has
received
25% of the warrant price on subscription and the balance issue price is
payable upon exercise of the right to apply for Equity Shares within a
period of 18 months from the date of issue of warrants.
The Statement of utilization of proceeds of 9,00,000 Equity shares and
25,00,000 warrants convertible into 25,00,000 Equity shares:
1. Nature of Issue
Issue of 9,00,000 Equity Shares of Rs.10/- each at a premium of Rs.40/-
per share and 25,00,000 warrants convertible into 25,00,000 Equity
Shares of Rs.10/- each at a premium of Rs.40/- on preferential basis as
per SEBI {Issue of Capital and Disclosure Requirements} Regulations,
2009.
2. Size of the issue
9, 00,000 Equity Shares and 25, 00,000 warrants convertible into 25,
00,000 Equity Shares.
3. Aggregate amount of the issue size
Rupees in Lakhs
SI
No Particulars Amount
1 9,00,000 Equity Shares 450.00
2 25,00,000 warrants convertible
into 25,00,000 Equity Shares 312.50
TOTAL 762.50
4. Objects of the issue
To augment and achieve the long term plans of the Company and to meet
the funds requirements for expansion, product and market
diversification, brand acquisition(s), repayment of Term Loan(s) /
Debt, working capital and general corporate purposes.
5. Utilisation of the issue Funds raised have been utilized as per the
objects of the issue as stated below:
Rupees in Lakhs
SI No Particulars Amount
1 For expansion 412.50
2 For working capital 350.00
TOTAL 762.50
Outstanding warrants
The Board of Directors allotted 23,18,000 warrants convertible into
23,18,000 equity shares on 17.03.2011; the said warrants are yet to be
converted into Equity Shares. And further allotted 25,00,000 warrants
convertible into 25, 00,000 equity shares on 13.01.2012, the said
warrants are yet to be converted into Equity Shares.
Listing
The Company shares are listed at Bombay Stock Exchange Limited and the
necessary Listing Fees have been paid to the stock exchange. The
company has made an application to National Stock Exchange of India
Limited for Listing the Equity Shares.
Revised Schedule VI
The revised Schedule VI has become applicable to the company for
presentation of Financial Statements for the year ended 31st March,
2012 accordingly previous year / period figures have been regrouped /
reclassified wherever necessary.
Particulars of employees
There are no employees covered under the provisions of Section 217(2A)
of the Companies Act, 1956 and the Rules made there under. Therefore a
statement giving particulars of employees in pursuance to the above
referred section is not enclosed.
Foreign Exchange
Your company earned foreign exchange of Rs.385883.60 (Rs.'000)
(previous year Rs.240451.23 (Rs.'000)) from exports and the foreign
exchange outgo was Rs. 43012.41 (Rs.'000) (previous year Rs.34191.62
(Rs.'000)) on account of international travel and purchase of foreign
currency during the year ended 31st March, 2012.
Human Resource, Industrial Relations, Environment, Occupational Health
and Safety
The Company is continuously focusing on managing talent and
increasingly systematizing the HR processes. We have excellent
industrial relations across all facilities including corporate office
and strongly believe that the workers will continue to work towards
profitable and productive company.
During the economic downturn, the Human resources played a key role of
strategic influencer, and in alignment with business goals, delivered
on numerous initiatives. We believe that employee's engagement with
higher expectations leads to maximum contributions. Acquisition and
retention of talent continues to be a major thrust area. With an eye on
long term, the company has begun several programmes and engages
employees to enhance their knowledge / skills in line with company's
goals.
As on 31st March, 2012 the number of employees were 358 including
managerial staff.
Conservation of energy
The company is conscious of its responsibility to conserve the energy
and has taken measures in relation to conservation of energy and
technology absorption. The company has taken few measures in relation
to conservation of energy and technology absorption. In production
process we are using steam boilers in addition to use of certain drying
system. This together with other measures that are taken by the Company
is expected to result in conservation of energy consumed and reduction
in power and fuel charges.
Corporate Governance
The company has complied with the provisions of the Clause 49 of the
Listing Agreement related to Corporate Governance except for placing of
subsidiary details before Board & Audit Committee during September &
December, 2011 quarter and the same were placed before the Audit
committee & Board along with Audited Financial Results for March, 2012.
Certificate from the Auditor is enclosed and forms part of the Annual
Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report, as required under the
Listing Agreement with the Stock Exchange is enclosed and forms part of
Annual Report.
Directors Responsibility Statement
Your Directors wish to inform that the Audited Accounts contains
Financial Statements for the financial year ended 31st March, 2012 are
in full conformity with the requirements of the Companies Act, 1956.
They believe that the Financial Statements reflect fairly the form and
substance of transaction carried out during the year 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 and wherever
required, proper explanations relating to material departures have been
given;
- The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent 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;
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- The Accounts have been prepared on a "going concern" basis.
Acknowledgement and Appreciation
Your Directors would like to thank Company's Bankers - State Bank of
India, Export & Import Bank of India, DBS Bank & IDBI Bank for their
continued support and they would also like to express their gratitude
for the co-operation and assistance extended to the Company by its
Customers, Suppliers, Technical Consultants, Contractors, Government
and Local Authorities, etc. The Directors also wish to thank all its
Shareholders for their unstinted support. The Directors would like to
sincerely thank and place on record their appreciation of the
consistent and dedicated services of the employees at all levels who
have immensely contributed to the performance of the Company during the
preview under review.
On behalf of the Board of Directors
For Bafna Pharmaceuticals Limited
Paras Bafna Bafna Mahaveer Chand
Whole Time Director Chairman & Managing Director
Place: Chennai
Date : 30.05.2012
Mar 31, 2011
The Shareholders,
The Directors have pleasure in presenting the Sixteenth Annual Report
of your Company together with Audited Accounts for the Financial Year
ended 31st March, 2011.
Financial Performance:
The summarized Audited Financial Results for the year ended 31st March,
2011 along
with comparative figures for the previous year is as under:
(Rupees in Lakhs)
Particulars 2010 2011
Total income 7600.05 10,435.85
Total Expenditure 7029.74 9,735.49
Profit before Depreciation & Taxation 570.31 700.37
Less: Depreciation 173.79 226.59
Profit before Tax 396.52 473.78
Less: Provision for Taxation 50.40 78.00
Less: FBT - -
Less: Provision for Deferred Tax 97.98 60.97
Profit after Tax for the year 248.13 334.80
The company's revenue for the FY '11 is Rs. 104.35 Crore as against Rs.
74.40 Crore in FY '10 registering a YOY growth of 36 %. Domestic sales
contributed Rs. 77.42 Cr and exports contribute to Rs.23.87 Cr.
Awards and Achievements:
- Inauguration of State of Art Formulation R&D facility
- Receipt of Good Manufacturing Practices (GMP) approval from
Ethiopia's Drug Administration and Control Authority (DACA)
- UK MHRA approval for Paracetamol & Loperimide tablets
- Approval from Australian Therapeutic Goods Administration (TGA)
approval for manufacturing both prescription and non - prescription
products
- Ghana FDA approval for hypertension drug
- Mr. Bafna Mahaveer Chand, Chairman & Managing Director, Bafna Pharma
has been conferred with the National Level Entrepreneurship Excellence
Award in the manufacturing sector from Small & Medium Business
Development Chamber of India (SME Chamber of India)
- Bafna Pharma received IDMA Quality Excellence Silver Award 2010 - in
the category of Formulation Units IDMA Award
- Shri. Bafna Mahaveer Chand, Chairman & Managing Director of the
Company has received "Udyog Rattan Award" and the Company has received
"Excellence Award" from the Institute of Economic Studies Delhi
Fixed Deposits:
Your Company has not accepted any deposits from the public during the
year under report.
Dividend:
Considering the resource requirements for the planned activities
particularly for product promotion for domestic brand building, other
capital infrastructure, the company wishes to conserve the resources
and so your Directors do not recommend any dividend for the Financial
Year.
Listing:
The Company Shares are listed at Bombay Stock Exchange Limited and the
necessary listing fees have been paid to the stock exchange. The
Company has made an application to National Stock Exchange of India
Limited for Listing its Equity Shares and awaiting its approval.
Depository System:
Company's Shares are under compulsory demat mode and members are
requested to dematerialize their shares for operational convenience.
Directors:
Shri. V.Rajamani and Shri. Sunil Bafna, Directors retire by rotation.
They being eligible, seek reappointment.
Auditors:
M/s. Abhay Jain & Co., Chartered Accountants, Chennai, the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting and being eligible offers themselves for re-appointment.
Reply to auditor's remarks:
SI
no Particulars Reply
1 Point No. 4(b) of Notes The company is taking steps to comply
with the
to Accounts provisions of the Gratuity Act.
Preferential Issue of Shares & Warrants:
To augment and achieve the long term plans of the Company and to meet
the funds requirements for expansion, product & market diversification,
brand acquisition, working capital and general corporate purposes,
etc., the Company has in accordance with the Statutory provisions
including SEBI {Issue of Capital and Disclosure Requirements}
Regulations, 2009 any other Guidelines or Regulations of SEBI, Listing
Agreement entered into with the Stock Exchange(s), where the shares of
the Company are listed, and any other applicable laws/rules/regulations
and with the approval of members at the Extra-Ordinary General Meeting
held on 3rd day of January, 2011, has issued and allotted 15,00,000
Equity Shares of Rs.10/- each at a premium of Rs.37.30/- and 23,18,000
Warrants convertible into 23,18,000 Equity Shares of Rs.10/- each at a
premium of Rs.37.30/- to promoters & others on preferential basis. The
aforesaid Shares & Warrants are subject to lock-in period as prescribed
under SEBI guidelines. With respect to allotment of warrants in terms
of the said Guidelines these entities have paid 25% of the warrant
price on subscription to the warrants and the balance issue price is
payable upon exercise of the right to apply for the Equity Shares
within a period of 18 months from the date of issue of the warrants.
The Statement of utilization of proceeds of 15,00,000 Equity Shares and
23,18,000 Warrants convertible into 23,18,000 Equity Shares:
1. Nature of Issue
Issue of 15,00,000 Equity Shares of Rs.10/- each at a premium of
Rs.37.30/- and 23,18,000 Warrants convertible into 23,18,000 Equity
Shares of Rs.10/- each at a premium of Rs.37.30/- to promoters /
promoters group & others on preferential basis.
2. Size of the Issue
15,00,000 Equity Shares and 23,18,000 Warrants convertible into
23,18,000 Equity Shares.
3. Aggregate amount of the Issue
SI
No Particulars Rs. (In lakhs)
1 15,00,000 Equity Shares 709
2 23,18,000 Warrants convertible 274
into 23,18,000 Equity Shares
TOTAL 983
4. Objects of the Issue
To augment and achieve the long term plans of the Company and to meet
the funds requirements for expansion, product & market diversification,
brand acquisition, working capital and general corporate purposes.
5. Utilization of the Issue
Funds have been utilized as per the objects of the issue a s stated
below:
SI
No Particulars Rs. (In lakhs)
1 RARICAP Brand Acquisition 707
2 Working Capital à RARICAP 276
marketing division
TOTAL 983
Particulars of Employees:
There are no employees covered under the provisions of section 217(2A)
of the Companies Act, 1956 and the Rules made there under. Therefore a
statement giving particulars of employees in pursuance to the above
referred section is not enclosed.
Foreign Exchange:
Your Company earned foreign exchange of Rs.2404.51 lakhs (previous year
Rs.2338.62 lakhs) from exports and the foreign exchange outgo was Rs.
341.92 lakhs (previous year Rs.164.66 lakhs) on account of
international travel and purchase of foreign currency during the year
ended 31st March, 2011.
Human Resources, Industrial Relations, Environment, Occupational Health
and Safety:
The Company is continuously focusing on managing talent and
increasingly systematizing the HR processes. We have excellent
industrial relations across all facilities including corporate office
and strongly believe that the workers will continue to work towards
profitable and productive company.
During the economic downturn, the Human resources played a key role of
strategic influencer, and in alignment with business goals, delivered
on numerous initiatives. We believe that employee's engagement with
higher expectations leads to maximum contributions. Acquisition and
retention of talent continues to be a major thrust area. With an eye
on long term, the company has begun several programmes and engages
employees to enhance their knowledge / skills in line with Company's
goals.
As on 31st March, 2011 the number of employees were 307 including
managerial staff.
Conservation of Energy:
The Company is conscious of its responsibility to conserve the energy
and has taken measures in relation to conservation of energy and
technology absorption. The Company has taken few measures in relation
to conservation of energy and technology absorption. In production
process we are using steam boilers in addition to use of certain drying
system. This together with other measures that are taken by the Company
is expected to result in conservation of energy consumed and reduction
in power and fuel charges
Corporate Governance:
The company has complied with the provisions of Clause 49 of the
listing agreement related to Corporate Governance. This Annual Report
carries a Section on the Corporate Governance and compliances.
Directors' Responsibility Statement:
Your Directors wish to inform that the Audited Accounts contains
Financial Statements for the financial year ended 31st March, 2011 are
in full conformity with the requirements of the Companies Act, 1956.
They believe that the Financial Statements reflect fairly the form and
substance of transactions carried out during the year and reasonably
present your Company's financial conditions and results of operations.
Your Directors further confirm that in preparation of the Annual
Accounts,
The applicable accounting standards had been followed and wherever
required, proper explanations relating to material departures have been
given,
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 of the
Company for that period,
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities,
The Accounts have been prepared on a "going concern" basis.
Acknowledgement and Appreciation:
Your Directors would like to thank Company's Bankers - State Bank of
India, Export- Import Bank of India, Bank Of Ceylon and IDBI Bank for
their continued support and they would also like to express their
gratitude for the co-operation, and assistance extended to the Company
by its Customers, Suppliers, Technical Consultants, Contractors,
Government and Local Authorities etc., The Directors also wish to thank
all its Shareholders for their unstinted support. The Directors would
like to sincerely thank and place on record their appreciation of the
consistent and dedicated services of the employees at all levels who
have immensely contributed to the performance of the Company during the
year under review.
On behalf of the Board of Directors
for BAFNA PHARMACEUTICALS LTD.
Bafna Mahaveer Chand
Chairman & Managing Director
Date : 30.05.2011
Place: Chennai
Mar 31, 2010
The Directors have pleasure in presenting the Fifteenth Annual Report
of your Company together with Audited Accounts for the Financial Year
ended 31St March, 2010.
Financial Performance:
The summarized Audited Financial Results for the year ended 31st March,
2010 along with comparative figures for the
previous year is as under: In INR lakhs
Particulars 2009 2010
Total income 4525.20 760O.05
Total Expenditure 4140.51 7029,74
Profit before Depreciation & Taxation 384.69 570.31
Less: Depreciation 137.16 173.79
Profit before Tax 247.53 396.52
Less: Provision for Taxation 28.31 50.40
Less: FBT 1.30 -
Less: Provision for Deferred Tax 111,17 97.98
Profit after Tax for the year 106.75 248.13
The companys revenue for the FY 10 is Rs. 76-00 crore as against Rs.
45.25 crore in FY 09 registering a YOY growth of 68%. The companys
performance for this financial year is a clear indicator of the growth
path that the company plans to achieve in the coming years. The revenue
from UK market has contributed significantly to the growth in the
revenue. The current 11 site variation approvals and the 6 in pipeline
will continue to support this trend.
Awards and Achievements:
* International Organization for Standardization (ISO) certification
renewed to ISO 9001:2008
* Indian Drug Manufacturers Association (IDMA) has Awarded Golden
Quality Excellence Award 2009 for its Grantlyon Unit. World Health
Organization (WHO) - GMP certificate has been Renewed
* Successful inaugural of Research & development wing on April 26th
2010
Fixed Deposits;
Your Company has not accepted any deposits from the public during the
year under report.
Compliance Certificate:
As the Company has a Company Secretary in whole time employment, your
company is not required to obtain Compliance Certificate in terms of
Section 383(A) of the Companies Act, 1956.
Dividend:
Considering the resource requirements for the planned activities
particularly Capital expenditures and product application for export,
the company wishes to conserve the resources and so your Directors do
not recommend any dividend for the Financial Year
Listing:
The Company Shares are listed at Bombay Stock Exchange Limited and the
necessary listing fees have been paid to the stock exchange.
Depository System:
Companys Shares are under compulsory demat mode and members are
requested to dematerialize their shares for operational convenience.
Directors:
Directors, Shri A. Sahasranaman and Shri R. Dwarakanathan, retire by
rotation. They being eligible, seek reappointment.
The Board of Directors at their Meeting held on 26.04.2010 had
re-appointed Shri Bafna Mahaveer Chandas Managing Director w.e.f
01,07.2010 and the Shareholders approval for his re-appointment is
being sought at this General Meeting.
The Board of Directors at their Meeting held on 26.04.2010 had
re-appointed Shri Paras Bafna as Whole Time Director w.e.f. 01.07.2010
and the Shareholders approval for his re-appointment is being sought at
this General Meeting.
Auditors:
M/s. Abhay Jain & Co., Chartered Accountants, Chennai, the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting and being eligible offers themselves for re-appointment. The
replies to the observations of the Audit report are
SI No Particulars Reply
1 Point no(l)(a) of Annexure to Audit Report The company has
updated the same
subsequently*
2 Point no, 3(b) of Notes to Accounts The company is
taking steps to
comply with the
provi sions of the
Gratuity Act.
Particulars of Employees:
There are no employees covered under the provisions of section 217(2A)
of the Companies Act, 1956 and the Rules made there under. Therefore a
statement giving particulars of employees in pursuance to the above
referred section is not enclosed.
Foreign Exchange:
Your Company earned foreign exchange of Rs.2293.62 lakhs (previous year
Rs.1285.57 lakhs) from exports and the foreign exchange outgo was Rs
164.67 lakhs (previous year Rs.117.42 lakhs) on account of
international travel and purchase of foreign currency during the year
ended 31st March, 2010.
Human Resources, Industrial Relations, Environment, Occupational Health
and Safety:
The directors would like to thank the employees for their constant
support and contribution to the growth of the company, Continuous
initiatives are undertaken to improve the support systems for better
Human Resource management to face the challenges that may erupt during
the robust growth phase of the company- The company enjoys good
industrial relations in the areas, where the facilities and offices are
situated. Also, the manufacturing units comply with all relevant
government regulations relating to Environment, Safety and Health. We
would like to add that no major incidents have occurred at any of our
plants that have led to any environmental liabilities.
As on 31st March, 2010 the number of employees were 267 which includes
managerial staff.
Conservation of Energy:
The Company is conscious of its responsibility to conserve the energy
and has taken measures in relation to conservation of energy and
technology absorption, for instance, the steam boilers and the use of
certain drying system are used to conserve energy and reduce the fuel
consumption during production.
Corporate Governance:
The company has complied with the provisions of Clause 49 of the
listing agreement related to Corporate Governance* This Annual Report
carries a Section on the Corporate Governance and compliances.
(Enclosed as Annexure 1).
Directors Responsibility Statement:
Your Directors wish to inform that the Audited Accounts contains
Financial Statements for the financial year ended 315t March, 2010 are
in full conformity with the requirements of the Companies Act, 1956.
They believe that the Financial Statements reflect fairly the form and
substance of transactions carried out during the year and reasonably
present your Companys financial conditions and results of operations.
Your Directors further confirm that in preparation of the Annual
Accounts,
* the applicable accounting standards had been followed and wherever
required, proper explanations relating to material departures have been
given,
* the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so asto 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,
* proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other Irregularities,
* the Accounts have been prepared on a "going concern" basis.
Acknowledgement and Appreciation:
Your Directors would like to thank Companys Bankers - State Bank of
India, for their continued support and they would also like to express
their gratitude for the co-operation, and assistance extended to the
Company by its Customers, Suppliers, Technical Consultants,
Contractors, Government and Local Authorities etc.,. The Directors also
wish to thank all its Shareholders for their unstinted support- The
Directors would like to sincerely thank and place on record their
appreciation of the consistent and dedicated services of the employees
at all levels who have immensely contributed to the performance of the
Company during the year under review.
On behalf of the Board of Directors for
Bafna Pharmaceuticals Limited
Bafna Mahaveer Chand
Chairman & Managing Director
Date:28/05/2010
Place: Chennai
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