To,
The Members
Bajaj Healthcare Limited
Your Directors have pleasure in presenting their 30th Board Report
together with the Audited Financial Statements for the financial year ended 31st March,
2023.
FINANCIAL PERFORMANCE OF THE COMPANY:
Rs ( in Lakhs)
|
Year Ended 31st March,
2023 |
Year Ended 31st March,
2022 |
Gross Income |
67,488.96 |
68,133.39 |
Profit before Interest, Depreciation &
Tax |
10,844.41 |
11,994.50 |
Finance Charges |
2,287.24 |
1,262.38 |
Provision for Depreciation |
2,735.54 |
1,763.66 |
Profit before Tax |
5,821.63 |
8,968.46 |
Less: Current Tax /Deferred Tax |
1,519.19 |
1,829.87 |
Net Profit after Tax |
4,302.43 |
7,138.59 |
Surplus carried to Balance Sheet |
4,302.43 |
7,138.59 |
Earnings Per Share (in C) |
15.59 |
25.87 |
The Company's Gross Revenue for the year decreased to H 67,488.96
lakhs as compared to last year's H 68,133.39 Lakhs, which includes the Domestic
Turnover of H 44,712.16 Lakhs as compared to last year's Domestic Turnover of H
51,139.08 Lakhs, and the Export Turnover of H 22,617.04 Lakhs as compared to last
year's export turnover of H 16,849.90 Lakhs.
The net profit after tax during the year amounted to H 4,302.43 Lakhs
as compared to net Profit of H 7,138.59 Lakhs in the previous year.
DIVIDEND:
The Board of Directors at their meeting held on 30th May, 2023, has
recommended payment of H 1.00/- (Rupee One Only) (20%) as Final dividend per equity share
of the face value of H 05/- (Rupees five only) each, for the financial year ended 31st
March, 2023. The payment of Final dividend is subject to the approval of the shareholders
at the ensuing Annual General Meeting (AGM) of the Company.
The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available
on the Company's website at https://www.bajajhealth.com/wp-content/
uploads/2022/07/Dividend-Distribution-Policy.pdf.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
DEPOSITS:
The Company has not accepted any deposit from public during the year
under review and as such, there are no outstanding deposits in terms of the Companies
(Acceptance of Deposits) Rules, 2014.
CHANGE IN NATURE OF BUSINESS:
There are no changes in the nature of business of the Company.
ANNUAL RETURN:
The Annual Return as required under sub-section (3) of Section 92 read
with clause (a) sub-section (3) of Section 134 of the Companies Act, 2013 (the
Act') in Form MGT-7 is available on the website of the Company at
http://www.bajajhealth.com/stock-exchangeintimation-2023-24.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:
The Company has not transferred any amount to General Reserves for the
financial year 2022-2023.
TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF")
Pursuant to the provisions of Section 124 of the Act and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules), the declared dividends, which remains unpaid or unclaimed for a period
of
7 (seven) years from the date of its transfer to unpaid dividend
account is required to be transferred by the Company to Investor Education and Protection
Fund (IEPF). Details of unpaid/unclaimed dividend is a part of Report on Corporate
Governance that forms part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVEOCCURREDBETWEENTHEENDOFTHEFINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENT RELATES AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the company which have occurred between the end of the financial year to which
the financial statement relates and the date of the report.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
The Company has no Subsidiary, Joint venture or Associate Company.
SHARE CAPITAL:
Sub Division/Split of Equity Shares:
During the year under review there was no changes in the capital
Structure of the Company.
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.
The disclosure pertaining to explanation for any deviation or variation
in connection with certain terms of a public issue, rights issue, preferential issue, etc.
is not applicable to the Company.
LISTING OF COMPANY'S EQUITY SHARES:
The Company's equity shares were actively traded on BSE Limited
and National Stock Exchange of India Limited and were not suspended during the year under
review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board has an optimum combination of Executive and Non- Executive
Directors and is headed by an Executive Chairman, Mr. Sajankumar R. Bajaj. The Board of
the Company is diverse in terms of qualification, competence, skills and expertise which
enables it to ensure long term value creation for all the stakeholders.
Change in Composition
Director retires by rotation:
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Pakshal A. Jain (DIN: 08776385), an Executive
Director is retiring by rotation at the ensuing Annual General Meeting (AGM) and is
eligible for re-appointment. The Board recommends his re-appointment.
Appointment / Re-appointment of Directors:
Mr. Sajankumar R. Bajaj (DIN 00225950) was appointed as the Chairman
and Managing Director of the Company for a period of three years from 1st April, 2020 upto
31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee
given at its meeting held on 31st March, 2023, the Board of Directors at their meeting
held on 18th April, 2023 has proposed the re-appointment of Mr. Sajankumar R. Bajaj as
Chairman and Managing Director of the Company for a period of 3 (three) years with effect
from 1st April, 2023, subject to approval of the shareholders. On May 24, 2023, the
Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr.
Sajankumar R. Bajaj as Chairman and Managing Director of the Company for the
above-mentioned tenure.
Mr. Anil C. Jain (DIN 00226137) was appointed as the Managing Director
of the Company for a period of three years from 1st April, 2020 upto 31st March, 2023.
Based on the recommendation of the Nomination and Remuneration Committee given at its
meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th
April, 2023 has proposed the re-appointment of Mr. Anil C. Jain as Managing Director of
the Company for a period of 3 (three) years with effect from 1st April, 2023, subject to
approval of the shareholders. On May 24, 2023, the Shareholders of the Company, by way of
a postal ballot, approved the reappointment of Mr. Anil C. Jain as Managing Director of
the Company for the above-mentioned tenure.
Mr. Dhananjay S. Hatle (DIN 00226390), Ms. Namrata S. Bajaj (DIN
05327071) and Mr. Rupesh H. Nikam (DIN 07007815) were also appointed as the Whole Time
Directors of the Company for a period of three years from 1st April, 2020 upto 31st March,
2023. Based on the recommendation of the Nomination and Remuneration Committee given at
its meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th
April, 2023 has proposed the re-appointment of Mr. Dhananjay S. Hatle (DIN 00226390), Ms.
Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) as Whole Time
Directors of the Company for a period of 3 (three) years with effect from 1st April, 2023,
subject to approval of the shareholders. On May 24, 2023, the Shareholders of the Company,
by way of a postal ballot, approved the reappointment of Mr. Dhananjay S. Hatle (DIN
00226390), Ms. Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) as
Whole Time Director of the Company for the above-mentioned tenure.
Mr. Pakshal A. Jain (DIN 08776385), was also appointed as the Whole
Time Director of the Company for a period of three years from 30th June, 2020 upto 29th
June, 2023. Base on the recommendation of the nomination and remuneration committee
meeting held on 31st March, 2023, the Board of Director at their meeting held on 18th
April, 2023 has proposed the re-appointment of Mr. Pakshal A. Jain (DIN 08776385) as Whole
Time Director of the Company for a period of 3 (three) years with effect from 30th June,
2023, subject to approval of the shareholder. On May 24, 2023, the Shareholders of the
Company, by way of a postal ballot, approved the reappointment of Mr. Pakshal A. Jain (DIN
08776385) as Whole Time Director of the Company for the above-mentioned tenure.
Resignation of Director
Mr. Luke B. Fernendez (DIN 01110174), Non-Executive Independent
Director of the Company has resigned with effect from 16th March, 2023 from the
directorship of the Company. The Company is in search of suitable candidate in place of
Mr. Luke B. Fernendez.
Key Managerial Personnel:
As on 31st March, 2023, Mr. Sajankumar R. Bajaj, Chairman &
Managing Director; Mr. Rupesh H. Nikam, Whole-time Director
& Chief Financial Officer and Mr. Aakash T. Keshari, Company
Secretary & Compliance Officer, are the Key Managerial Personnel of the Company.
Independent Director(s):
The Company has, inter alia, received the following declarations from
all the Independent Directors confirming that:
they meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing
Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company;
they have complied with the Code for Independent Directors prescribed
under Schedule IV to the Act; and
they have registered themselves with the Independent
Director's Database maintained by the Indian Institute of
Corporate Affairs.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014. The terms and
conditions of appointment of Independent Directors are disclosed on the website of the
Company.
In the opinion of the Board, the Independent Directors of the Company
fulfil the conditions specified under the Act and Listing Regulations and are independent
of the management.
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 Act. The
details of meetings of the Board are provided in the Report on Corporate Governance that
forms part of this Annual Report.
Performance evaluation of the Board:
The formal annual evaluation has been done by the Board of its own
performance and that of its Committees 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, non-independent Directors and Board as a whole was
also carried out by the Independent Directors at their separate meeting held as on 13th
February, 2023 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.
Committees of the Board
With a view to have more focused attention on various facets of
business and for better accountability, the Board has constituted a set of Committees in
accordance with the requirements of the
Act and Listing Regulations. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action. The Statutory
mandated Committees constituted under the provisions of the Act and Listing Regulations
are Audit Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility (CSR) Committee, Stakeholders' Relationship Committee and Risk
Management Committee. The Composition of Audit Committee of the Company are Mr. Luke B.
Fernandez as Chairman and Mr. Hemant R. Karnik & Mr. Rupesh H. Nikam as member. Mr.
Luke B. Fernandez resigned from the post of Non-Executive Independent Director w.e.f. 16th
March, 2023. Mr. Ram B. Banarse, Non-Executive Independent Director of the Company is
appointed as a member of Audit Committee in place of Mr. Luke B. Fernendez.
A detailed note on the composition of the Committees, terms of
reference and other such details of the audit committee along with other Committees are
provided in the Report of Corporate Governance forming part of this Annual Report. During
the year under review, the Board has accepted all the recommendations of Audit Committee
and also of all other Committees of the Board.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
All Independent Directors are familiarized with the operations and
functioning of the Company. The details of the training and familiarization program are
provided in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of Listing Regulations and on recommendation of the Nomination and Remuneration Committee,
the Board of Directors has adopted a policy on Criteria for Selection and Appointment of
Directors, Senior Management Personnel and their remuneration. Nomination and Remuneration
policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management
team and other employees of the Company. The Nomination and Remuneration Policy of the
Company has been uploaded on the Company's website at
http://www.bajajhealth.com/wp-content/ uploads/2020/05/REMUNERATION-POLICY.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Section 177(9) and (10) of the Act, the
Company has adopted a Whistle Blower Policy for establishing vigil mechanism for 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 said policy is available on the Company's website
http://www. bajajhealth.com/wp-content/uploads/2020/05/whistle-blower-policy.pdf
INSIDER TRADING CODE
The Company has adopted an Code of Conduct to regulate, monitor
and report trading by designated persons in Listed or Proposed to be Listed
Securities' ("the Code") in accordance with the requirements of the
Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (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.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
The Business Responsibility and Sustainability Report of the Company
for the year ended 31st March, 2023, forms part of the Annual Report and marked as
Annexure A and is also made available on the website of the Company at
www.bajajhealth.com.
RISK MANAGEMENT:
Risk management is integral to your Company's strategy and for the
achievement of our long-term goals. Our success as an organization depends on our ability
to identify and leverage the opportunities while managing the risks. The Risk Management
Committee of the Company has been entrusted by the Board with the responsibility of
reviewing the risk management process in the Company and ensuring that the risks are
brought within acceptable limits. Mitigation plans to significant risks are well
integrated with functional and business plans and are reviewed on a regular basis by the
senior leadership.
Our approach to risk management is designed to provide reasonable
assurance that our assets are safeguarded, the risks facing the business are being
assessed and mitigated and all information that may be required to be disclosed is
reported to Company's Senior Management including, where appropriate, the Chairman
& Managing Director, the Chief Financial Officer, the Audit Committee and the Board.
Mitigation plans to significant risks are well integrated with
functional and business plans and are reviewed on a regular basis by the Senior
Managements.
The Board approved an overarching Risk Management Policy. The Policy
synopsis is available on the website at http://www. bajajhealth.com/policies/.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
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 adequately protected.
The Company has adequate Internal Financial Controls System over
financial reporting which ensures that all transactions are authorised, recorded, and
reported correctly in a timely manner. The Company's Internal Financial Controls over
financial reporting provides reasonable assurance over the integrity of financial
statements of the Company.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors:
M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm Registration
No. 101717W) were appointed as Statutory Auditors of the Company at the 27th AGM till
conclusion of 32nd Annual General Meeting M/s. Chaturvedi & Agrawal, Chartered
Accountants (Firm Registration No. 101717W), have resigned from the office of the
Statutory Auditor of the Company with effect from 30th May, 2023. The Company is in search
of suitable Statutory Auditor in place of M/s. Chaturvedi & Agrawal, Chartered
Accountants (Firm Registration No. 101717W) The Auditor's report for the financial
year ended 31st March, 2023, on financial statements of the Company forms a part of this
Annual Report. The Statutory Auditors have issued an unmodified opinion on the financial
statements for the financial year 2022-23. The observations and comments given by the
Auditors in their report read together with notes to Accounts are self-explanatory and
hence do not call for any further comments under section 134 of the Act.
Cost Auditors:
As per Section 148 of the 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 are required to be audited by a Cost
Accountant in practice. M/s V. J. Talati & Co. Cost Accountant, have carried out the
cost audit for applicable products during the financial year 2022-23.
The Board of Directors of the Company, on the recommendation of the
Audit Committee, have appointed M/s V. J. Talati & Co. Cost Accountant, as the Cost
Auditors of the Company to conduct the audit of cost records of products for the financial
year 2023-24. The Company has received consent from M/s V. J. Talati & Co. Cost
Accountant, to act as the Cost Auditor for conducting audit of the cost records for the
financial year 2023-24.
The remuneration proposed to be paid to the Cost Auditors, subject to
ratification by the members of the Company at the ensuing 30th AGM, would not exceed
Rs3.25 lakhs (Rupees Three lakh Twenty Five Thousand Only) excluding taxes and
out-of-pocket expenses, if any for the financial year 2023-24.
The Cost Audit Report for the financial year 2021-22 does not contain
any qualification, reservation, or adverse remark.
Internal Auditors:
The Board of Directors of the Company have appointed M/s. Paresh Rakesh
& Associates LLP, Chartered Accountants (FRN 119728W) as Internal Auditors of the
Company for the financial Year 2023-24. The Internal Auditors submit their reports to the
Audit Committee on periodic basis. Based on the report of Internal Audit, the management
undertakes corrective action in their respective areas and thereby strengthens the
controls.
Secretarial Auditor:
The Board of Directors of the Company, on the recommendation made by
the Audit Committee, have appointed Mr. Haresh Sanghvi, Practicing Company Secretary (M
No. 2259/CoP: 3675), as the Secretarial Auditor to conduct an audit of the secretarial
records for the financial year 2023-24. The Company has received consent from Haresh
Sanghvi to act as the secretarial auditor for conducting audit of the secretarial records
for the financial year ending 31st March, 2024.
The Secretarial Audit Report for the financial year ended 31st March,
2023, issued by Mr. Haresh Sanghvi is enclosed with this report and marked as Annexure-I
The Secretarial Compliance Report for the financial year ended 31st
March, 2023, issued by Mr. Haresh Sanghvi, in relation to compliance of all applicable
SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing Regulations, Sanghvi is enclosed with this report and marked
as Annexure-II. The Secretarial Compliance Report has been voluntarily disclosed as part
of Annual Report as good disclosure practice.
The Secretarial Audit Report and Secretarial Compliance Report do not
contain any qualification, reservation or adverse remark.
Reporting of fraud by Auditors
There was no instance of fraud during the year under review, which
required the Statutory Auditors, Internal Auditor, Cost Auditor or/ and the Secretarial
Auditor to report to the Audit Committee and/or the Board under Section 143(12) of Act and
Rules framed thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
GENERAL DISCLOSURES:
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 Act. 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.
During the year under review, the Board of Directors based on
recommendations of the Audit Committee approved revisions to the Policy on dealing with
and materiality of Related Party Transactions and framework for transaction with related
parties of the Company to define the ordinary course of business, review of material
related party transactions and revise the thresholds for entering into transactions with
related parties and terms thereto. The Company's Policy on dealing with and
materiality of related party transactions is available on the website of the Company
http://www.bajajhealth.com/policies/
Particulars of Loans, Guarantee and Investments:
Details of loans, guarantees and investments under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014, as on 31st March, 2023, have been disclosed in the Financial Statements of the
Company.
Cash Flow Analysis:
The cash flow statement for the year ended 31st March, 2023 is annexed
with the financial statements.
Particulars of Employees:
Information required in accordance with Section 197 (12) of the Act
read with Rule 5(1) 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, 2023 is annexed and marked as Annexure III to Board's Report. Further, the
information pertaining to Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other
particulars of employees is available for inspection at the Registered office of the
Company during business hours and pursuant to the second proviso to Section 136(1) of the
Act, the Report and the accounts are being sent to the members excluding this. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary/
Compliance Officer either at the Registered Office address or by email to
investors@bajajhealth.com. Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013: The Company has always believed in
providing a safe and harassment free workplace for every individual working in the
Company's premises through various practices and always endeavors to provide an
environment that is free from discrimination. All employees are treated with dignity with
a view to maintain a work environment free of sexual harassment whether physical, verbal
or psychological. 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 2022-23, ICC did not receive complaints of sexual
harassment from any employees.
Significant and Material Orders passed by the Regulators or Courts or
Tribunals:
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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis for the year under review is
provided as separate section forming part of this Annual Report.
CORPORATE GOVERNANCE:
Report on Corporate Governance and Certificate of the Auditors of the
Company regarding compliance of the conditions of Corporate Governance as stipulated in
Part C of Schedule V of the Listing
Regulations, are provided in a separate section forming part of this
Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
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 Act,
in the preparation of annual accounts for the year ended on 31st March, 2023 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.
CORPORATE SOCIAL RESPONSIBILITY
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 Act
and the Company's CSR policy. The Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as
Annexure IV which forms an integral part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated. Under section 134(3) (m) of the Act 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. Commissioned low pressure steam turbine. This works on back pressure of
steam boiler & generates electrical power of 100 KW/HR. b. Installed Solar Panels of
capacity of 700 KW in vacant land of factory premises. c. To prevent heat loss replaced
old insulation of reactors and cold well of brine storage tank. d. Installed softener
plant capacity of 10 M3/HR to improve cooling water quality and efficient running of
chilling plant. This prevents scaling & ensure better heat transfer & saves
energy. e. Installed DM plant to improve boiler feed water quality and run efficient. This
saves scaling in tubes & enhances life of boiler tubes. f. Replaced the condenser of
Brine Plant 2 by higher capacity to run machine efficient. g. Replaced steam trap by float
type. This controls live steam wastage & helps improving steam savings.
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. h. 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/4031/2022
dated 16th June, 2022 for the purpose of section 35(2AB) of the Income Tax Act, 1961 valid
till 31st March 2025 subject to the condition underline therein.
Nature of Expenditure |
Year Ended 31st March,
2023 |
Year Ended 31st March,
2022 |
Revenue Expenditure: |
|
|
Salary Expenses of R&D Personnel |
105.30 |
149.82 |
R & D Chemical Purchase |
136.54 |
20.50 |
Stores & Spares & Consumables in R
& D |
15.37 |
35.45 |
Travelling & Other Exp. |
8.90 |
23.06 |
Common Utilities Expenses |
45.47 |
32.62 |
Capital Expenditure: |
|
|
Laboratory Equipment |
17.73 |
61.37 |
Computer |
2.40 |
- |
Factory Building |
41.74 |
- |
Plant & Machinery |
24.29 |
- |
TOTAL |
397.74 |
322.82 |
IV. Foreign Exchange Earning and Outgo: Earnings:
Foreign Currency inflow amounting to Rs19,369.72/- Lakhs Outgo:
Foreign Currency outgo amounting to Rs21,059.28/- Lakhs
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.
STATUTORY COMPLIANCES:
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.
CORPORATE ACTION:
The Company has not failed to implement any corporate action during the
year under review.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE
END OF THE FINANCIAL YEAR:
The Company has not made any application nor any proceeding is pending
against the company under IBC, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF:
Since the Company has not entered into any One Time Settlement with
Banks or Financial Institutions, the above statement is not applicable to us.
ACKNOWLEDGEMENTS:
Your Directors express their gratitude to 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 Board also
wishes to express its gratitude and record its sincere appreciation for the commitment and
dedicated efforts put in by all the employees.
The Directors express their special thanks to Mr. Sajankumar R. Bajaj,
Chairman & Managing Director for his untiring efforts for the progress of the Company.
For and on behalf of the Board of Directors
of Bajaj Healthcare Limited
Sd/-
Sajankumar R. Bajaj
Chairman and Managing Director
DIN: 00225950
Date: 30/05/2023
Place: Thane