To the Members,
The Directors are pleased to present the Twenty Eighth (28th) Annual
Report and the Company''s audited financial statements for the
financial year ended 31st March, 2015.
Following is the summary of the Company''s consolidated financial
performance during theyear under review:
(Rs. in Crores)
Particulars FY 2014-15 FY 2013-14
1) Total Income from operations 190.67 182.01
2) Earnings before lnterest.Tax, 18.72 18.53
Depreciation & Amortisation
Depreciation & Amortisation 7.00 4.74
Finance cost 6.52 7.16
Profit before taxation and prior
period adjustments. 5.20 6.63
3) Current Tax (Net) 1.79 1.55
4) Deferred Tax (0.61) 0.01
5) Extra Ordinary / Non Recurring items - -
6) Prior year Adjustments - -
7) Net Profit 4.02 5.07
8) Profit & loss account balance at the 18.93 15.16
beginning of the year
9) Profit/(Loss)made available for 22.04 20.23
10) Proposed Dividend on Equity Shares 1.28 1.11
11) Tax on Dividend 0.26 0.19
12) Surplus Carried to Balance sheet 20.50 18.93
Note : Previous year''s figures have been regrouped wherever necessary
to confirm to this year''s classification.
2. DIVIDEND & APPROPRIATIONS
Your Directors are pleased to recommend dividend of Rs. 1.00/- (i.e.
10%) on each Equity Share of Rs.10/- each, thereby absorbing an amount of
Rs. 1.28 Crores excluding Dividend Distribution Tax of Rs. 0.26 Crores. The
balance amount of profit is retained as surplus in the Statement of Profit
and Loss, forming part of Reserves and Surplus.
3. SHARE CAPITAL:
The Company has allotted 17,60,984 Equity Shares of Rs. 10/- each for
consideration of Rs. 21/- each on 16th April, 2014 up on conversion of
warrants. With this allotment the paid up Equity Share capital of the
Company has increased to Rs. 12,87,23,720/-.
During the period under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweaty Equity
6. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE
There are no material changes and commitments between the end of the
Financial Year and the date of the Report, which affect the financial
position of the Company.
7. RESEARCH & DEVELOPMENT
During the year under review, Bal Research Foundation was incorporated
as per the provisions of Section 8 of the Companies Act, 2013, with the
following main objectives:
I. To initiate, carry out, execute, implement, aid and assist in
research and study in Allopathic, Ayurvedic and Herbal formulations.
ii. To initiate, conduct study and research in Active Pharmaceutical
Ingredients (API''s) and in other allied fields of scientific
iii. To collaborate with the existing research institutions, labs,
government departments and research departments in educational
institutions for sharing of knowledge, skill, study materials, manpower
and other intellectual properties.
iv. To conduct seminars, lectures, classes and other training
programmes in the held of Pharma research at the educational
institutions, universities for developing the skilled manpower in
v. To dedicate its resources either tangible or intangible, for study
and research in Pharma and allied fields.
8. AUDIT COMMITTEE
The Audit Committee, a sub-committee of Board consists of Dr G.S.R
Subba Rao, Independent Director, Mr. Shrenik Siroya, Non-executive
Director, Mr. Pramod Kumar S Independent Director.
This Committee is chaired by Dr.GSR Subba Rao. Audit Committee has been
discharging its duties under SEBI Guidelines read with the Listing
Agreement. The said Committee is also functioning as Audit Committee
under Section 177 of the Companies Act, 2013.
9. AUDITORS AND AUDITORS REPORT :
Messrs T.D Jain and D I Sakaria, Chartered accountants will hold the
office of the statutory auditors till the conclusion of ensuing annual
general meeting of the Company and are eligible for reappointment. The
Company has received a certificate under Section 141 of the Companies
Act, 2013 from them stating that their appointment would be within the
limits specified therein.
There are no qualifications or reservations or adverse remarks by the
auditors in their report.
The Board has appointed Mr. MR Krishna Murthy, Cost Accountant as Cost
auditor for conducting audit of cost records of the Company, for the
financial year 2014-15.
The Board has appointed Mr. Parameshwar G Bhat,Practising Company
Secretary to conduct Secretarial Audit of the Company for the F.Y
2014-15. The Secretarial Audit Report for the F.Y. 2014- 15 is annexed
to this report. The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks.
Messrs Abhishek Jain and Dheeraj Bafna, Chartered Accountants were
appointed as Internal Auditors of the Company for the financial year
2014-15 and their Internal Audit Reports are periodically reviewed by
the Audit Committee and recommends to the Board for its noting. The
Internal Audit Reports do not contain any qualifications, reservations
or adverse remarks.
During the year under review, The management of the Company has
constituted a Risk Assessment and Minimization Committee with
functional heads and the Company Secretary as its members. The
Committee will submit its periodical report to the Board about the
measures taken for mitigation of risk in the organization.
The Risk Management Policy devised by the Committee is available on our
10. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
Your Company has adequate system of internal controls with clearly
defined authority limits. They ensure that the Company''s assets are
protected against loss from unauthorised use or disposition and all
transactions are authorized, recorded and reported in conformity with
generally accepted accounting principles. These systems are designed to
ensure accuracy and reliability of accounting data, promotion of
operational efficiency and adherence to the prescribed management
policies. These policies are periodically reviewed to meet current
11. DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance to the provisions of Section 134(5) of the Companies Act,
2013, your Directors wish to confirm with reference to Statement of
Accounts for the financial year ended on 31st March, 2015:
a) that in preparing the Annual Accounts, all the applicable Accounting
Standards have been followed;
b) that the Directors had 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 &Loss
of the Company for that period.
c) thatthe Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing/detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on ''going
e) that the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and operating effectively.
f) that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arm''s length basis. During the year, the Company had
not entered into any contract/arrangement/ transaction with related
parties that could be considered material (5% of turn over or 25% of
the net worth of the Company) as defined in the ListingAgreement.
Companies Policy on the related party transactions as approved by the
Board can be accessed from our website i.e.www.balpharma. com.
Please refer to the note # 34 to the financial statements, which sets
out related party disclosures.
13. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
During the year under review, the companies listed below have become
Company''s subsidiaries, joint ventures or associate companies. A report
on the performance and financial position of each of the subsidiaries,
associates, joint venture companies as per the Companies Act,20l3 is
provided as Annexure - A to the consolidated financial statement and
hence not repeated here for the sake of brevity.
Sl. Name of the Nature of Business % of stake as No. Company/LLP on
01 Lifezen Healthcare Marketing of Over the 98%
Private Limited counter (OTC) products.
02 Bal Research Research and Develop- 80%
Foundation. ment in Pharma & health care.
03 Balance Clinics LLP Diabetic care 80%
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act and the Articles
of Association of the Company, Dr. Subba Rao Prasanna, Whole Time
Director of the Company retires by rotation and being eligible offer
himself for reappointment.
The Board has appointed Mrs. Sarika Bhandari as an Additional and
Independent Director of the Company on 27.03.2015 in compliance with
the provisions of Section 149(1) of Companies Act,2013 and Clause 49 II
A of the Listing agreement. It is proposed to appoint her as regular
Director and also as Independent Director of the Company for the tenure
of 5 years, at the ensuing Annual General Meeting of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under Section 149 (6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement.
The Company has devised a policy for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities in
the Company etc and the same is put up on the website of the Company
The Company has also devised a policy for Nomination and Remuneration
of KMP''s, Senior Managerial personnel and Directors of the Company in
compliance with Section 178 of the Companies Act, 2013 and Clause 49 of
the Listing Agreement. The said policy is available on the website of
15. VIGIL MECHANISAM:
The vigil mechanism of the Company, which also incorporates a whistle
blower policy as per the Listing Agreement, includes compliance task
force comprising of senior executives of the Company. The complete text
on the vigil mechanism and whistle blower policy can be accessed from
the Company''s website i.e.www.balpharma.com
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND FOREIGN EXCHANGE OUTGO:
As per provisions of Section 134(m) of the Companies Act, 2013, read
with the rule 8 of the Companies (Accounts) Rules, 2014, details
relating to the Conservation of Energy and Technology Absorption and
Foreign Exchange Earnings and Outflow are given in Annexure which forms
part of the Board''s Report.
17. PARTICULARS OF EMPLOYEES:
Details of employees as per Section 197 of the Companies Act, 2013 and
rule 5 (1) and (2) of the Companies (Appointment & remuneration of
managerial personnel) Rules, 2014, is furnished as annexure to this
18. CORPORATE GOVERNANCE AND SHARE HOLDERS INFORMATION:
A detailed report on the Corporate Governance System and practices of
the Company are given in a separate section in this Annual Report.
Outstanding Un-paid dividend amount for the financial year 2006-07 that
is due for transfer to the Investor Education and Protection Fund has
been duly transferred, during the year.
19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR
SECURITY PROVIDED BY THE COMPANY:
The Company has not given any loan or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013
20. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return of the Company for F.Y 2014-15 in Form
MGT-9 is annexed to this report.
21. CORPORATE SOCIAL RESPONSIBILITY:
The Board has constituted a Corporate Social Responsibility Committee
consisting of Dr. G.S.R Subba Rao, Mr. Pramod Kumar. S, Dr. S.
Prasanna and Mr. Shailesh Siroya as its members.
The Committee has formulated a Corporate Social Responsibility Policy
and the Board has approved the Policy for its implementation. The CSR
policy may be accessed from the Company''s website i.e.www.balpharma.com
You Directors wish to place on record that during the year under
review, due to inadequate time and avenues and this being the first
year of this requirement, the Company could not spent any amount
under CSR activities as specified in Section 135 of Companies Act,20l3.
But the Company continued its socially beneficial activities like
conducing free health checkups, distribution of medicines for the flood
affected victims of Uttarakhand etc.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-2015:
No of complaints received: NIL No of complaints disposed off: NIL
23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Meetings of the Board are held at regular intervals with a time gap
of not more than 120 days between two consecutive Meetings. Additional
Meetings of the Board of Directors are held when necessary. During the
year under review 8 (Eight) Board Meetings were held on 28th May, 2014,
11th August, 2014, 20th October, 2014, 8th November, 2014, 12th
January, 2015, 12th February, 2015, 20th March, 2015 and 27th March,
The Agenda of the Meeting is circulated to the Directors in advance.
Minutes of the Meetings of the Board of Directors are circulated
amongst the Members of the Board for their perusal.
Members are requested to refer to page no. 26 of this Annual Report for
a report on Corporate Governance.
24. HUMAN RESOURCES:
The human resources of the Company continue to contribute its share in
the growth of the Company. Human Resource agenda of the company for the
year continued to focus on building a talent pipeline, enhancing
individual and organizational capabilities for future readiness,
driving greater employee engagement, and strengthening employee
relations though progressive people management.
There was no complaint lodged by any woman employee under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressel) Act, 2013, with the Company during the period under report.
25. CEO & CFO CERTIFICATION:
The Board has acknowledged the Managing Director as the CEO of the
Company and AVP Finance & Accounts as the CFO for the purpose of
compliance under the Listing Agreement. The CEO and CFO have certified
to the Board, in terms of Clause 49 of the Listing Agreement that the
financial statements present a true and fair view of the company''s
affairs and are in compliance with accounting standards.
26. INSURANCE COVERAGE:
The Board of Directors reports that your Company has adequate and
comprehensive insurance cover on all the movable and immovable assets
of the Company.
27. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS
IMPACTING GOING CONCERN STATUS OF COMPANY:
No order was passed by any court or regulator or tribunal during the
period under review which impacts going concern status of the Company.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
3. Issue of shares (including sweat equity shares) to the employees of
the Company under any scheme.
4. Neither the Managing Director nor the whole time Directors of the
Company receive any remuneration or commission from any of its
5. No significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status and Company''s
operations in the future.
Your Directors wish to express their sincere appreciation on
significant contributions made by the employees through their
dedication, hard work and commitment. Your Directors also place on
record their sincere thanks on the trust reposed on the Company by the
medical fraternity and the patients. We also acknowledge the support
extended by Canara Bank, Punjab National Bank, EXIM Bank, Corporation
Bank and other Banks & financial institutions, government agencies,
shareholders and investors at large. We look forward to the continued
support from all the quarters in our endeavor to help people lead
For and on behalf of the Board of Directors
Bangalore Dr. S. Prasanna Shailesh D Siroya
13th August 2015 Whole Time Director Managing Director