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Bajaj Healthcare Ltd Ltd.

BSE: 539872 | NSE: | Series: | ISIN: INE411U01019 | SECTOR: Hospitals & Medical Services

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Annual Report

For Year :
2018 2016 2015

Director’s Report

The Share Holders Bajaj Healthcare Limited

The Directors have pleasure in presenting 25th Board Report alongwith Audited Statement of accounts and the Auditors Report of your company for the financial year ended 31st March, 2018.


(Rs. In Lakhs)


Year Ended 31st March, 2018

Year Ended 31stMarch, 2017

Gross Income



Profit before Interest, Depreciation & Tax



Finance Charges



Provision for Depreciation



Profit before Tax



Less: Current Tax /Deferred Tax



Net Profit after Tax



Surplus carried to Balance Sheet



Earnings Per Share



The Company''s Gross Turnover for the year increased to Rs. 32710.93 lakhs as compared to last year''s Rs. 23065.46 Lakhs, which includes the Domestic Turnover of Rs. 24736.39 Lakhs as compare to last year''s Domestic Turnover was Rs. 16,393.48 Lakhs and the Export Turnover of 7974.54 Lakhs as compared to last year''s export turnover of Rs.6671.99 Lakhs.

The net profit after tax during the year amounted to Rs. 1518.63 Lakhs as compared to net Profit of Rs.782.47 Lakhs in the previous year.


Your Directors recommend a payment of dividend of Rs. 1.00/- (i.e. 10%) per equity share for the year ended March 31, 2018. The dividend, if approved at the 25th Annual General Meeting (AGM), will be paid to those members whose names appear in the Company''s Register of Members on Friday, 21st September, 2018 (Record date).


Company has not accepted any deposit from Public during the year.


There are no changes in Nature of Business of the Company during the year.


As per provision of Section 134 of the Companies Act, 2013, the details forming part of the extract of the Annual Return is annexed as Annexure-I in prescribed format MGT-9.


The Company has not transferred any amount to General Reserves for the financial year 2017-2018.

MATERIAL CHANGES AND COMMITMENTS: Migration to Main Board of BSE Limited from SME Segment of BSE Limited:

The Board of Directors at its meeting held on 29th May, 2018, has approved migration to Main Board of BSE Limited from SME Segment of BSE Limited, subject to necessary compliance & approvals.


The Company has no Subsidiary, Joint venture or Associate Company as per Companies Act, 2013.


There are no changes in Share Capital of the Company.


Composition and size of the Board:

The Board has an optimum combination of Executive and Non-Executive Independent Directors. The total strength of the Board is of 8 Directors in the financial year 2017-18 comprising of five Executive Directors out of which one is woman director. Further, the Board also comprises of three Non-Executive Independent Directors.

Director retires by rotation:

Mr. Rupesh Nikam, Director retires by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and offers himself for re-appointment. The Board recommends his re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), brief resume of the director proposed to be re-appointed is furnished along with the Explanatory Statement to the Notice to the 25th Annual General Meeting of the Company.

Declaration by Independent Director(s):

The Company has received necessary declaration from each Independent Director of the Company under the provisions of section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149 (6) of the Act and applicable provisions of the listing Regulations.

Number of Meetings of the Board:

During the year, 4 (Four) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.

Dates of Board Meeting held during the year 2017-18:


23/08/2017 13/11/2017


Details of Board meetings attended by Board of Directors:


Name of Directors

No. of Meetings attended


Mr. Sajankumar Bajaj



Mr. Anil Jain



Mr. Dhananjay Halte



Mr. Namrata Bajaj



Mr. Rupesh Nikam



Mr. Vidyut Shah



Mr. Hemant Karnik



Mr. Ram Banarase


Company Secretary and Compliance Officer:

Sr. No.

Name of Compliance officer

Designation of Compliance officer


#Mr. Aakashkumar Keshari

Company Secretary

* Mr. Vipul Dubey has resigned from the post of Company Secretary & Compliance officer with effect from 30th June, 2017.

* Ms. Avani Mehta has been appointed as Company Secretary & Compliance officer by the board with effect from 1st July, 2017 and resigned on 03rd April, 2018.

* Mr. Aakashkumar Keshari has been appointed as Company Secretary & Compliance officer by the board with effect from 04th April, 2018.


The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities as mandated by applicable regulation; which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board, as a part of good governance practice. The Chairman of the respective Committees informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all Committees are placed before the Board for review. The Board has established the statutory and non-statutory Committees. The details of Statutory Committee are as follows::-

1. Audit Committee :

The Committee is comprises of two non-executive Independent Directors and one executive director as its members. The Chairman of the Committee is an Independent Director.

The audit committee assists the Board in the dissemination of the financial information and in overseeing the financial and accounting processes in the Company. The details of which are available on the Company''s Website www.baj aj health. com.

In order to ensure that activities of the Company and its employees are conducted in a fair and transparent manner, the Company has adopted a Whistle Blower Policy & Vigil Mechanism.

Composition of Audit Committee and Number of Meetings during the year

Sr. No.

Names of Member

Category of Directors

Position held in Committee


Mr. Vidyut Shah

Independent Director



Mr. Hemant Karnik

Independent Director



Mr. Rupesh Nikam

Executive Director


4 meetings of the Committee were held during the year under review on 30th May, 2017; 23rd August, 2017; 13th November, 2017 and 12th March, 2018.

Terms of Reference:

The Terms of Reference of this committee cover the matters specified for Audit Committees under Section 177 of the Act and are as follows:

(A) Look after the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

(B) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

(C) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

(a) Any changes in accounting policies and practices.

(b) Major accounting entries based on exercise of judgment by management.

(c) Qualifications in draft audit report, if any.

(d) The going concern assumption.

(e) Compliance with accounting standards.

(f) Compliance with Stock Exchange and legal requirements concerning financial statements.

(g) Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.

(h) Reviewing with the management, External and Internal auditors the adequacy of Internal Control System and the Company has in place its own in house internal audit department to review the adequacy of internal audit function, including the structure of internal audit department, staff and seniority of official''s heading the department, reporting structure, coverage and frequency of internal audit.

(j) Reviewing the findings of any internal investigations in the matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

(k) Discussion with external auditors before the audit commences nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

(l) Reviewing the Company''s financial and risk management policies.

(m)To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders in case of no non-payment of declared dividends and creditors.

(n) To look after Complaint received from employees and shareholder''s including any matter relating to affairs of the Company and Sexual Harassment of women.

2. Nomination and Remuneration Committee

The Committee was constituted as required under Section 178 of the Companies Act, 2013 and it comprises of three nonexecutive Independent Directors as its members. The Chairman of the Committee is an Independent Director.

Terms of Reference

The Terms of Reference of this committee cover the matters as follows:

(A) To determine the remuneration package for any Executive Directors as well as remuneration payable to the nonexecutive Directors and one level below the Board from year to year.

(B) To help in determining the appropriate size, diversity and composition of the Board;

(C) To recommend to the Board appointment/reappointment and removal of Directors;

(D) To frame criteria for determining qualifications, positive attributes and independence of Directors;

(E) To create an evaluation framework for Independent Directors and the Board;

(F) To delegate its powers to any member of the Committee or the Compliance Officer.

Composition of Nomination and Remuneration Committee and Number of Meetings during the year:

Sr. No.

Names of Members

Category of Directors

Position held in Committee


Mr. Ram Banarase

Independent Director



Mr. Hemant Karnik

Independent Director



Mr. Vidyut Shah

Independent Director


One meeting of Nomination and remuneration committee was held during the year 30th May, 2017.

Familiarization Program

In compliance with the requirement of Listing Regulations, the Independent Director have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.

3. Stakeholders'' Relationship Committee

The Board has formed Stakeholders'' Relationship Committee pursuant to provisions of Section 178 of the Companies Act, 2013.

Terms of Reference:

The Terms of Reference of this committee cover the matters as follows:

(A) To redress Shareholders and Investors complaints.

(B) To review all matters connected with the share transfers.

(C) To review status of legal cases involving the investors where the Company has been made a party.

Composition of the Stakeholders'' Relationship Committee and Number of Meetings during the year:

Sr. No.

Names of Members

Category of Directors

Position held in Committee


Mr. Hemant Karnik

Independent Director



Mr. Ram Banarase

Independent Director



Mr. Anil Jain

Executive Director


No meeting of the Committee was held during the year under review.

4. Corporate Social Responsibility Committee:

Pursuant to Section 135 of Act and the rules made there-under, the Board has constituted the Corporate Social Responsibility (CSR) Committee, with three members, out of which two are executive and one is non-executive.

Terms of Reference:

(A) To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

(B) To provide guidance on various CSR activities to be undertaken by the Company and to monitor process.

Composition of the Corporate Social Responsibility Committee and Number of Meetings during the year:

Sr. No.

Names of Members

Category of Director

Position held in Committee


Mr. Sajankumar Bajaj

Executive Director



Mr. Ram Banarase

Independent Director



Mr. Rupesh Nikam

Executive Director


One meeting of the Committee were held during the year under review on 12th March, 2018.


The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep update and address emerging challenges.


Adequate internal control system commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control systems comprising of policies and procedure are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequate protected.


The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held as on 12th March, 2018 inter alia to:

i. To evaluate the performance of non-independent directors and the Board as a whole;

ii. To evaluate performance of the Chairman and Managing Director of the Company; and

iii. To evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

The suggestions made at the meeting of the Independent Directors were communicated to the Board Chairman and the Executive Director for taking appropriate steps. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.


Statutory Auditors & their Report:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, Paresh Rakesh & Associates, Chartered Accountants, were appointed as statutory auditors of the Company at the 22ndAGM held on 30th September, 2015 to hold office until the conclusion of the 27th AGM, subject to ratification of their appointment at every AGM. In the terms of Section 139 of the Companies Act, 2013 read with Company (Audit & Auditors )Rules, 2014, the Board of Directors ratified the appointment of M/s Paresh Rakesh & Associates, Chartered Accountants subject to shareholders approval at the ensuing Annual General Meeting to hold the office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting on remuneration to be decided by the Board of Directors.

The Auditors'' Report for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors'' Report to the Shareholders for the year under review are self-explanatory and do not need further explanation.

Cost Auditor & their Report:

As per Section 148 of the Companies Act, 2013 (''Act''), read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Drugs & Pharmaceuticals business is required to be audited by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of N. Ritesh and Associates, Cost Accountants as the cost auditors of the Company for the year ending March 31, 2019.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company at the ensuring Annual General Meeting. Accordingly, appropriate resolution forms part of the Notice convening the AGM. The Board seeks your support in approving the proposed remuneration plus out-of-pocket expenses payable to the Cost Auditors for the Financial Year ending March 31, 2019.

M/ s. N. Ritesh and Associates have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the Companies Act.

The Cost Audit Report for FY 2017-18 was placed before Board Meeting and it does not contain any reservation, qualification or adverse remark.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Ms. Vineeta Mundra, Chartered Accountant has been appointed as Internal Auditor of the Company for the financial Year 2018-19. The Internal Auditor submits her reports to the Audit Committee. Based on the report of Internal Audit, management undertakes corrective action in their respective areas and thereby strengthens the controls.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Haresh Sanghvi, Practicing Company Secretary, Mumbai as Secretarial Auditor to conduct Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure II to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.


Related Party Transactions:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

Particulars of Loans, Guarantee and Investments:

Details of loan, Guarantee and investments made by the Company have been disclosed in the Financial Statements.

Cash Flow Analysis:

The cash flow statement for the year ended 31st March, 2018 is annexed with the financial statements.

Environment and Pollution Control:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

Particulars of Employees:

Information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Board''s Report for the year ended 31st March, 2018 is provided in Annexure III to Board''s Report.

Disclosure under Sexual Harassment of Women:

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup as per the statutory requirements, to redress complaints regarding sexual harassment.

During the year 2017-18, the Company did not receive complaint from any employees.

Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Buy Back of Securities/ Sweat Equity/ Employees Stock Option Plan

During the year under review, the Company has not bought back any of its securities nor issued any Sweat Equity Shares nor provided any Stock Option Scheme to the employees during the year under review.

Details of investors Complain received during the year 2017-18:



Nature of Complaints

No. of Complaints Received

No. of Complaints Redressed




Non-Receipt of dividends





Non-receipt of shares lodged for transfer/ transmission





Non- Receipt of Annual Report





Management Discussion and Analysis for the year under review is provided as separate section forming part of the Annual Report.


The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Chief Financial Officer at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and various statutory authorities.


The provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule-V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ending 31st March 2018.


The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any noticed by them, in the Company which can adversely affects Company''s operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/ directors till date.


The Company has adopted an ''Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders'' (the Code) in accordance with the requirements of the PIT Regulations. This Code is displayed on the Company''s website. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed company.

The Code is applicable to Promoters and Promoter''s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.


The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2018 and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. 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 and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. 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; and

f. 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.


As a part of its initiative under the Corporate Social Responsibility (CSR) drive, the Company has undertaken projects in the area of rural development and education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -IV which forms an integral part of this Report.


The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated. Under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

I. Conservation Of Energy:

Steps taken on Energy Conservation -

Many steps towards energy conservation has taken & implemented successfully.

a. Energy audit carried out by one of India''s topmost agency.

b. Inefficient brine compressor is replaced by energy efficient compressor.

c. Centrifugal pumps replaced by efficient pumps after exact calculation of head & flow measurement.

d. Hot & cold insulation put at place to control loss in energy.

e. Steam condensate recovery is increased to 60 % from 50 % level by installation of steam pressure power pumps.

II. Technology Absorption:

a. Cooling tower blades replaced by new designed FRP Pumps.

b. For distillation column, old structured packing replaced with new one.

c. Mercury vapour lamps replaced by LED Lamps.

III. Research & Development:

a. R&D Laboratory of Bajaj Healthcare Limited is already approved by DSIR (Department of Scientific and Industrial Research), India.

b. We added efficient fume-hoods, sophisticated equipment and facilities for carrying out synthetic research and scale-up activities to develop new process technology for APIs under safe conditions.

c. R&D works on different generic molecules are under process. Some of products have been commercialised at plant scale using environment friendly routes.

d. With the regular progression in the business, our company intends to emphasise on further expansion of R&D facilities for development of technologically advanced, asymmetric active pharmaceutical ingredients.

e. To achieve highest level of challenges of R&D activities, Bajaj Healthcare Limited has developed a talented pool of scientists including organic/analytical chemists provide support to our R&D through documentation and validation of test results as per ICH guidelines and assist the regulatory affairs to prepare high quality technical packages and drug master files.

f. The Company has obtained approval for In-house R & D Facility from the Department of Scientific and Industrial Research (DSIR) vide letter No. TU/IV-RD/4031/2016 dated 17th August, 2016 for the purpose of section 35(2AB) of the Income Tax Act, 1961 valid till 31st March 2019 subject to the condition underline therein.

g. There under, the company has claimed a weighted deduction of 150% of the following expenditure incurred wholly and exclusively for the Research & Development Activity so approved.

(Amt In Lakhs)

Nature of Expenditure



Revenue Expenditure:

Salary Expenses of R&D Personnel



R & D Chemical Purchase



Stores & Spares & Consumables in R & D



Sample Testing Charges


Travelling & Other Exp.



Common Utilities Expenses



Nature of Expenditure



Capital Expenditure:

Laboratory Equipment



Furniture &Fixtures






Other Electric Equipment






IV. Foreign Exchange Earning and Outgo:


Foreign Currency inflow amounting to Rs. 73,60,94,357/Outgo:

Foreign Currency outgo amounting to Rs. 116,44,49,671/-.


The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowing service of documents by a Company to its Members through electronic mode. The move of the ministry allows public at large to contribute to the green movement.

Keeping in view the underlying theme, the Company will continue to send various communications and documents like notice calling General Meeting, Audited Financial Statements, director''s report, auditor''s report etc. in electronic form to the email address provided by the Members to the Depositories or to the Company.

This is also a great opportunity for every shareholder of Bajaj Healthcare Limited to contribute to this Corporate Social Responsibility initiative of the Company. To support this green initiative in full measure, members who have not registered their email addresses so far, are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form can write to the Company or Registrar and Transfer Agent (RTA) for Updation of records.


Your Directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business associates for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

The Directors express their special thanks to Mr. Sajankumar Bajaj, Chairman & Managing Director for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors


Sajankumar Bajaj

Chairman and Managing Director

DIN: 00225950

Date: 21st August, 2018

Place: Thane.

Director’s Report