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Bal Pharma Directors Report, Bal Pharma Reports by Directors
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Bal Pharma

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Directors Report Year End : Mar '15    « Mar 14
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.
 
 FINANCIAL RESULTS
 
 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
 
 Less :
 
 Depreciation & Amortisation                    7.00               4.74
 
 Finance cost                                   6.52               7.16
 
 Profit before taxation and prior
 period adjustments.                            5.20               6.63
 
 Less :
 
 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
 
 Add :
 
 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
 appropriation
 
 Less :
 
 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
 Shares.
 
 6. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
 THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE
 REPORT:
 
 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
 research.
 
 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
 research activities.
 
 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 :
 
 Statutory Auditors:
 
 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.
 
 Cost Auditors:
 
 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.
 
 Secretarial Auditors:
 
 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.
 
 Internal Auditors:
 
 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.
 
 Risk Management:
 
 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
 website i.e.www.balpharma.com.
 
 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
 business requirements.
 
 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
 concern basis.''
 
 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
 31.03.2015
 
 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
 i.e.www.balpharma.com
 
 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
 the Company.
 
 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
 report.
 
 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,
 2015.
 
 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.
 
 28. GENERAL:
 
 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,
 voting etc.
 
 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
 subsidiaries.
 
 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.
 
 29. APPRECIATION:
 
 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
 healthier lives.
 
                           For and on behalf of the Board of Directors
 
 Bangalore             Dr. S. Prasanna       Shailesh D Siroya
 13th August 2015      Whole Time Director   Managing Director
Source : Dion Global Solutions Limited
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