Final Project

c

Bafna Pharmaceuticals forayed into the pharmaceutical manufacturing industry,
way back in 1981. The consistent drive and determination of our CMD to expand our
horizons resulted in the metamorphosis of Bafna Pharmaceuticals into a Public Limited
Company in 1995. Bafna Pharmaceuticals has expanded its operations and set up new
and improved manufacturing facilities, in Chennai, India. More than two decades have
passed since inception, yet our drive to innovate and exceed expectations remains
unsurpassed.
Several notable achievements have come our way due to our ceaseless efforts
towards ensuring quality, honoring supply commitments, encouraging innovative
research and practicing professionalism in operations and management. We were
awarded the much-acclaimed WHO GMP in 1995 and have also been accredited with
ISO 9001:2008 certifications. The State Pharmaceutical Corporation of Sri Lanka
conferred the Best Supplier award to Bafna Pharmaceuticals in 2005. We also have to our
credit MHRA, U.K accreditation for our Non ± Betalactam manufacturing facility located
in Grantlyon, Chennai. Earlier this year in January 2010 Bafna Pharmaceuticals was
honored with the Gold Quality Excellence award by IDMA (Indian Drug Manufacturers¶
Association). These awards and certifications are a testament to our commitment for
quality, innovation and excellence in delivering hi-end finished medical formulations at
competitive prices.
Bafna Pharmaceuticals has emerged as one of the most competent player in the
Contract Research And Manufacturing industry, providing consistent and unmatched
service to both domestic and international markets. With state-of-the-art R&D facility,
we look ahead to strategic partnerships and global research projects in developing, testing
and validating new pharmaceutical formulations. Equipped with the latest infrastructure,
trained and experienced personnel and organized management, we could be your trusted
partner and facilitator in the global arena of contract research and manufacture.

!"## ! $

aged 49 years, has over three decades of experience in the pharmaceutical industry. A
doyen in the industry with in-depth know-how and expertise of all the faculties &
operations of the industry. With his sole diligence and vision only, the company has
achieved this height from a Limited company in 1995, to the accreditation of Grantlyon
facility with UK-MHRA and to the listing of the company in BSE during 2008. His
expertise in institutional supplies, supply contracts of the central government & several
State Governments of India, the Contract Manufacturing deal from M/s Croslands, Best
Supplier award from the Government of Sri Lanka, 336 product licenses, 80 product
registrations globally, round the year export to prestigious Regulated Markets, and
Emerging markets, contract manufacturing deal from Johnson and Johnson ltd, Gold
Quality Excellence Award 2009, setting up the State ± of ± the art R&D center and
receiving the National Level Entrepreneurship Excellence award in 2010 are just a few
glimpses of His success sojourn, at BAFNA.
%

c is the Executive Director in-charge of the Madhavaram
manufacturing facility. His astute thinking and management skills are largely responsible
for the smooth functioning of this facility. His innate understanding of emerging
pharmaceutical market trends has helped us to advance technically and innovatively.
" &
is a greatly experienced and highly qualified member of the
group, specialsing in Financial Management and Company Accounts. Prior to joining
Bafna Pharma, he has served as the Company Secretary & Chief Vigilance Officer of
Manganese Ore India Ltd at Nagpur. He has acted as Additional/General Manager (co-
ordination) and as the Director of M/s Neyveli Lignite Corporation in Tamilnadu. And
presently he is engaged as a consultant Director of M/s Morgan Industries Ltd. in
Chennai. He possesses over 25 years of service experience in the financial departments of
various government establishments.
'
is a director par excellence; he is a top-level bureaucrat, a
research scholar and an accomplished author. Having completed his Master¶s in
Economics, he subsequently joined the Indian Administrative Service, Jammu & Kashmir
Cadre and served from 1973 ± 1996 under several strategic posts. Apart from this he
reserves the distinction for having acted as the Executive Director, Council for Leather
Exports ± Chennai. He has lent his expertise to UNDP - Dept. of Industrial Policy &
Promotion, Govt. of India. He resumed his tryst with Jammu & Kashmir by accepting an
invitation by the state government to serve as the Principal Secretary, Dept. of Industries
and Commerce from 2003 ± 2005. Since July 2002, he is serving as the Honorary
Director of Indian Leather Industry Foundation, Chennai chapter. In addition to his
professional legacy, he is also a renowned author of several books and articles pertaining
to the development & promotion of small-scale industries in India.
( ) possesses a Post Graduate Honors in Arts from Madras

University and an MBA Degree from Wichita State University, Kansas, USA. Also, he
has to his credit CAIIB, Diploma in Industrial Finance & Co-operation. His professional
career began when he joined the State Bank of India. Over a period of time his dedication
and managerial capabilities helped him scale-up to several high posts. Since his
retirement in 2000, he is serving as a senior faculty in Loyola Institute of Business
Administration, Chennai. In the course of his professional career he has specialized in
various areas such as Financial Management, Corporate Credit, Foreign Exchange,
Organizational Development, Inspection & Management Audit and finally Rehabilitation
of sick units.
* ' is a dynamic, young professional leader looking to steer the
company into new horizons in the days to come. He is a Graduate in Corporate
Secretaryship from Madras University; later on he completed a specialized course in
Financial Management. He brings with him over 15 years of experience matters of
finance planning and management.
+,
Bafna Pharmaceuticals believes in marching ahead with the times and has invested
greatly in research and development, setting up a dedicated R&D facility, to provide new
and improved finished pharmaceutical formulations while maintaining their economic
viability, for the benefit of our clients. Our consistent efforts in advanced research and
quality oriented processes have been instrumental in the manufacture and marketing of
over 336 licensed pharmaceutical products and 80 registered products which we contract
manufacture and supply to leading domestic and international players.
Maintaining strict quality assurance throughout the manufacturing and packing
process is the norm at Bafna Pharmaceuticals. To this end we have acquired and
implemented advanced technology in our state-of-the-art manufacturing facilities. For
storage of the raw materials we have a dedicated online Nitrogen filling Unit. We make
use of automated machines and systems such as Ultra Modern Water Purification System
to meet the USP specification and HVAC system fitted with terminal and plenum HEPA
filters to meet the International Standard ISO 14644 ± 1 Class 5 & 8 which is essential for
the classification of clean environments. Our entire production and packaging line is
armed with advanced scientific and technological methods and processes to maintain the
highest levels of quality and product safety. We are currently in the process of adding on
many more advanced machines to our existing fleet to help us achieve our vision to
become the most preferred one stop solution provider in the Contract Research and
Development Manufacturing industry.
Our assurance of timely delivery and ability to meet large scale contracts can be
attributed to our enormous production capacity which adds up to 3900 million tablets,
1398 million capsules and 1.62 million liters of liquid per annum on three shift basis.
- :
In ./ Bafna entered the pharmaceutical industry as a small-scale industry.
In the year ./+ our first manufacturing unit was set up at Madhavaram on the
outskirts of Chennai in Tamil Nadu with a manufacturing capacity of 43 milliontablets
per annum.
In the year ./0 the capsule line was added to it and its capacity was 30 million
capsules p.a. The liquid dosage line installed in ..1 had a production capacity of 45000
lts p.a.
Bafna was involved in contract manufacturing for M/s Croslands Pvt. Ltd a
Mumbai based pharmaceutical company during the period ..+ 2 111, which was
subsequently taken over by M/s Ranbaxy Laboratories Ltd.
In the year ..- Bafna was awarded the WHO GMP certification. After this our
first product was registered and exported to Sri Lanka in ..- itself. Presently around 57
products of Bafna Pharmaceuticals are registered in Sri Lanka.
·In 111 Bafna registered 3 of its products in Laos; 4 products were registered in
Ukraine in the year 113; 1 product was registered in Ghana during 110. The registered
products cover a wide therapeutic spectrum.
In 11 a separate block was constructed within the Madhavaram factory for
manufacturing Betalactam products. Bafna¶s Madhavaram unit is ISO: 9000 certified and
presently accredited with ISO: 9001: 2008
The year 11% was significant in the success of Bafna as we were granted the
Export House Status by the Govt. of India.
Bafna bagged the Best Supplier award from the Government of Sri Lanka in 11-.
In 113, Bafna set up a 100% EOU unit at Madhavaram for the production solid
oral dosage forms. The production capacity totals up to approx. 700 million tablets and
250 million capsules. This facility is built in line with the revised Schedule M under the
Drugs and Cosmetics Act, 1947.
A second manufacturing unit, specializing in manufacturing Non-Betalactam
products in solid oral dosage, was set up in 2006 at Grantlyon, near Red Hills, Chennai.
This state-of-the-art facility is 100% EOU compliant unit and its primary focus is
supplying to the regulated markets globally. The Governor of Tamil Nadu formally
inaugurated this factory on October 2nd, 113.
Bafna has secured the manufacturing contract from leading UK

basedpharmaceutical companies for the production and sale of cholesterol lowering
agents.
Ghana FDA audited the facilities of our company and granted registration for one
of our products under ± Anti-fungal category.
In 110 our Non-Betalactam facility at Grantlyon, received the prestigious EU
GMP accreditation from UK ± MHRA. We are the 35th Indian pharmaceutical company
to gain this recognition.
In 11/, BAFNA was listed in the Bombay Stock Exchange (BSE).

In 11/ Bafna received approval for manufacture and supply of SIMVASTATIN
40 mg tablets from UK, MHRA.
In 11/ Bafna was involved in contract manufacturing for Johnson & Johnson ltd.
In November 11. Bafna became the first company to launch the first brand of
Olmesartan tablets in Sri Lanka - OLMEBAF.
In January 11 granted approval of CLONIDINE tablets from UK, MHRA.

In January 2010 granted approval of SIMVASTATIN 10 and 20 mg tablets from
UK, MHRA.
In January 11 Bafna received the prestigious GOLD QUALITY
EXCELLENCE AWARD from IDMA (Indian Drug Manufacturers Association).
February 4 March 11 brought us approval of CLARITHROMYCIN tablets,
Loperamide capsules and Paracetamol tablets by UK, MHRA.
April 11 saw the dawn of the state-of-art Research & Development Centre
(R&D), which was inaugurated by Mr. Mike Nithavrianakis, the British Deputy
High Commissioner to Southern India with Mr.Dhiru Somaiya of Somex Pharma U.K ,
and Mr. Amit Patel of Auden McKenzie groups U.K.
May 11 has seen us receiving the Good Manufacturing Practices (GMP)
approval from Ethiopia¶s Drug Administration and Control Authority (DACA) for its
non-betalactam facility. Following the certification,BafnaPharma expects to tap a huge
geography of Africa, with this approval.
3"
To be recognized as a strategic leader in the global pharmaceutical value chain,
through dedicated efforts towards quality management and contract research while
maintaining economic viability.
0 p
To achieve INR 5000 million by 2013 by focusing on:p
ap Increased production and marketing of preferred prescription drugs in the global

market.
ap Rendering increased contract-manufacturing services and dossier filing in
regulated markets, semi regulated markets and RoW market
ap . Operate internationally under the Bafna brand with offices located in emerging
and established global markets, by adequately rewarding those who are part of our
enterprise.
/ c
ap To achieve a well rounded presence across the Pharma value chain.

ap To focus on generic product developments.
ap To increase operations in regulated markets of Europe, UK, USA (ANDA) and
australia
ap To metamorphose into a highly respectable leading global brand.
ap To be at the forefront of research and innovation.
ap To operate internationally with manufacturing facilities and offices & marketing
teams based in different countries
ap . To undertake contract analysis and research for regulated players.
ap Engender new product development for the domestic market.
ap CTD dossier filing for regulated & semi-regulated global markets.
ap Strictly ensure professionalism at the core of operations.
ap Engender new product development for the domestic market.p
."p
'Wellness beyond boundaries´ through
ap Engendering effective medicines to improve the quality of life, worldwide.
ap An unflinching commitment to ensuring employees¶ safety, enhancing efforts in
the arena of corporate social responsibility.
ap Abide by the Corporate Governance Systems & Policies.
ap Implementing environment friendly practices across all manufacturing facilities.
ap To adhere to a moral code of ethics in all business operations.
ap Empowering employees, driving ownership.

1
c
!"## ! $

'
' 5 #6 - Aged 54 Years, is an MBA from Jumnalal
Bajaj Mumbai (JBIMS) and law graduate from Lucknow University. He also has to his
credit CAIIB. A banker by profession he has held various positions such as Senior Vice
President of Centurion Bank of Punjab. He brings over 30 years of banking industry
experience. He joined a Pesticide company as COO and than moved to BAFNA.
c 5 aged 45 years in-charge of the Madhavaram

, 7 5 "c$ , , Bachelor of Pharmacy & Masters in Science,
brings over 18 years of industrial experience in Regulated Markets. He directs all the
Department Heads in their day ± to ± day undertaking in the Grantlyon plant. He steers
the entire operations of the Grantlyon Facility, coordinating with overseas customer and
Indian customer for contract manufacturing activities and new product development
activities and is responsible for audit of API facilities in India on behalf of overseas
customer.
85 8$ , with 32 years of yeomen service, is a
qualified chartered accountant and stewards the activities in resources mobilization,
developing systems, MIS and taxation. He has worked in Manganese Ore India Ltd.,
Cement Corporation Ltd., Lloyds Insulation and then to FDC Ltd. and then Joined
BAFNA.
8 ' ' ) 5 8 ) , a PG in pharmacy from BITS,

Pilani. He is responsible for brand management & strategy formulation for product
innovations, marketing, sales promotion, training brings with him a 20 + years of
experience from Academics and Industry.
'!
5 ' $
, a Commerce graduate with.

C.S. (Inter). ICWA (Inter) with her handful 17 years of experience in Bafna, she is
heading entire gamut of commercial initiatives for the organization.
5' 5 a PG in MSc Biochemistry, is

heading Regulatory Department.

'

It all started with a vision. As a result today, BAFNA PHARMACEUTICALS

LIMITED has already made its presence felt in the arena of manufacturing Services in
pharmaceutical Formulation domain. BAFNA has special focus on its exports to the
regulated markets & RoW markets. We are going from strength to strength in this
segment.
The Formulation manufacturing plant at Grantlyon, Chennai has state of the art
facilities and is specially designed to meet the statutory requirements that the world
demands from us. This plant is EU - GMP, UK - MHRA, TGA Australia approved and is
a 100% EOU.
We also have a huge manufacturing capacity in our Madhavaram Unit which is

WHO GMP compliance. To strengthen our efforts in reaching towards our mission,
BAFNA¶s state-of-the-art R&D center has been set up at Grantlyon, Chennai with a
strong focus on formulation process development support services. With this we are
closer to becoming a fully integrated Pharma company and will offer one stop solution to
our customers. To reach where we want to, a lot more work and determination is
required. But the initial success has given us the confidence, respect and credibility.
The past years have seen BAFNA PHARMACEUTICALS LTD., acquire vital
momentum in each of the thrust areas with important gains in marketing, globalization
and research & development especially in our focus markets. With this my entire team
and I are committed to explore the potential opportunities, face the challenges and make
this company grow from strength to strength.
89

Company's Philosophy on Code of Corporate Governance Bafna Pharma¶s
philosophy on corporate governance envisages working towards high levels of
transparency, accountability, consistent value systems, and delegation across all facets of
its operations leading professionally focused methods and management processes by
upholding 'Quality´ as our end objective. Our brand image and unflinching commitment
to 'Quality´ are intrinsically linked; to reach this desired destination we employ honest
and ethical business practices such as operational transparency across all levels,
individual accountability, planned delegation across various staff levels and the
opportunity for open communication between the staff, management and stakeholders,
including shareholders, employees, customers, suppliers and statutory authorities. Bafna
Pharma is committed to learn and adopt the best practices of corporate governance.

%
The Board comprises 6 Directors, out of which 2 are Executive Directors, 4 are
Non-Executive and Independent Directors. The names and category of Directors are
given below:
p
Name of Director Position
Mr. Bafna Mahaveer Chand Chairman & Managing Director
Mr. Paras Bafna Whole Time Director
Independent & Non Executive

Mr. V. Rajamani
Director

Mr. R. Dwarakanathan
Director

Mr. A. Sahasranaman
Director

Mr. U. Sunil Bafna
Director

%

The terms of reference of the Audit Committee cover the matters specified under
clause 49 of the Listing Agreement, as amended. The constitution of Audit Committee
also meets with the requirements under Section 292 A of the Companies Act, 1956
,

% 11.(
Mr.V. Rajamani - Chairman

Mr.R. Dwarakanathan - Member
Mr. Bafna Mahaveer Chand - Member
The responsibilities of the Audit Committee include, inter alia, overseeing the
financial reporting process, disclosure of financial statements, recommending
appointment / removal of external auditors and fixing their remuneration, reviewing the
quarterly and annual financial statements before submission to the Board, reviewing the
adequacy of the internal audit function including the structure and staffing of the internal
audit department, ensuring adequacy of the internal control system, reviewing findings of
internal investigations, discussing the scope of audit with external auditors, reviewing the
Company¶s financial and risk management policies and looking into reasons for
substantial defaults, if any, of non-payment to stakeholders.
%

The Company has set up a Remuneration Committee. The Composition of the
Remuneration Committee as on 31st March 2009 is as follows:
Mr.R. Dwarakanathan, Chairman

Mr.V. Rajamani, Member
Mr. U. Sunil Bafna, Member
Scope of Remuneration Committee The Remuneration Committee of the
Company was approved and constituted by the Board of Directors. This Committee
comprise of three members, out of which two are Independent Directors.
%%,

(
1. To review market practices and to decide / make recommendations to the Board

on remuneration packages applicable to the Managing Director, the Executive Directors
and the Senior Executive of the Company.
2. During the course of its review, the Committee may also decide on the
commission and / or other incentives payable, taking into account the individual¶s
performance as well as that of the Company.
3. The Remuneration Committee thus assesses the overall compensation structure

and policies of the Company with an objective to attract, retain and motivate employees,
consider grant of stock options to employees etc.
C. Investor Grievance and Share Transfer Committee: The Investor Grievance and
Share Transfer Committee was appointed and approved by the Board of Directors.
Mr. Bafna Mahaveer Chand

+8
If Special
F.Y. ended Date Time Venue Resolution
Passed
Factory at 147,
Madhavaram ±
Redhills
March 31, 12.00
24.09.2008 High Road, Grantlyon No
2008 Noon
Village, Vadakarai
Post,
Chennai-600 052
Factory at 147,
Madhavaram ±
Redhills
March 31,
25.09.2009 12.00 P.M High Road, Grantlyon No
2009
Village, Vadakarai
Post,
Chennai-600 052.
Factory at 147,
March 31, Madhavaram Redhills
23.08.2010 12.00 P.M No
2010 High Road, Grantlyon,
Chennai ± 600 052.
p
No special resolution was passed last year through postal ballot

-
Full Details are available on the website in a user-friendly and downloadable
from. Apart from this, official news releases, detailed presentations made to media and
analysts etc. can also be seen on the company's website. The annual half-yearly and
quarterly results are regularly posted by the Company on its website
www.bafnapharma.com. These are also submitted to the Stock Exchanges in accordance
with the Listing Agreement and published in leading newspapers like The Economic
Times, Makkal Kural.
-
Annual Report containing inter alia Audited Annual Accounts. Consolidated
Financial Statements, Directors' Report, Auditors' Report, and other important
information is circulated to Members and others entitled thereto.

-'##
Annual report, Quarterly Results, Shareholding Pattern etc. of the company are
posted on the SEBI EDIFAR website www.sebiedifar.nic.in.
p

38 ' :

; ')
#< Bombay Stock Exchange

Limited.
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai ± 400 001.
' 532989 / (BSE)
' BAFNAPHAR
' . INE878I01014
The National Securities Central Depository

Depository Limited, Services (India)
Floor, Trade world, Limited, Phiroze
Kamala Mill compound, Jeejeebhoy towers,
Senapati Bapat Marg, 17th floor, Dalal street
Lower Parel, Mumbai ± 400 001.
Mumbai ± 400 013.
p
3 9 8 9 ' ,
The Company has appointed Share Transfer Agents M/s.Cameo Corporate Services Ltd,
Chennai, with effect from 01.07.2008 who carry out the entire Share Related works.
E-Mail: Investor@cameoindia.com
Profile of the Work Guide:
p
p
p p p
%
This was my first day of my internship training, had a nice interaction with
the chairman and then to the company secretary of Bafna pharmaceutical limited. Later
got introduced to all the staff of the organization.
!"## ! $

'
' 5 #6 - Aged 54 Years, is an MBA from Jumnalal
Bajaj Mumbai (JBIMS) and law graduate from Lucknow University. He also has to his
credit CAIIB. A banker by profession he has held various positions such as Senior Vice
President of Centurion Bank of Punjab. He brings over 30 years of banking industry
experience. He joined a Pesticide company as COO and then moved to BAFNA.
c 5 aged 45 years in-charge of the Madhavaram
, 7 5 "c$ , , Bachelor of Pharmacy & Masters in Science,

brings over 18 years of industrial experience in Regulated Markets. He directs all the
Department Heads in their day ± to ± day undertaking in the Grantlyon plant. He steers
the entire operations of the Grantlyon Facility, coordinating with overseas customer and
Indian customer for contract manufacturing activities and new product development
activities and is responsible for audit of API facilities in India on behalf of overseas
customer.
85 8$ , with 32 years of yeomen service, is a
qualified chartered accountant and stewards the activities in resources mobilization,
developing systems, MIS and taxation. He has worked in Manganese Ore India Ltd.,
Cement Corporation Ltd., Lloyds Insulation and then to FDC Ltd. and then Joined
BAFNA.
8 ' ' ) 5 8 ) , a PG in pharmacy from BITS,

Pilani. He is responsible for brand management & strategy formulation for product
innovations, marketing, sales promotion, training brings with him a 20 + years of
experience from Academics and Industry.
'!
5 ' $
, a Commerce graduate with.

C.S. (Inter). ICWA (Inter) with her handful 17 years of experience in Bafna, she is
heading entire gamut of commercial initiatives for the organization.
5' 5 a PG in MSc Biochemistry, is

heading Regulatory Department
%c =

Bafna Pharmaceuticals forayed into the pharmaceutical manufacturing industry,
way back in 1981. The consistent drive and determination of our CMD to expand our
horizons resulted in the metamorphosis of Bafna Pharmaceuticals into a Public Limited
Company in 1995. Bafna Pharmaceuticals has expanded its operations and set up new
and improved manufacturing facilities, in Chennai, India. More than two decades have
passed since inception, yet our drive to innovate and exceed expectations remains
unsurpassed.
Several notable achievements have come our way due to our ceaseless efforts
towards ensuring quality, honoring supply commitments, encouraging innovative
research and practicing professionalism in operations and management. We were
awarded the much-acclaimed WHO GMP in 1995 and have also been accredited with
ISO 9001:2008 certifications. The State Pharmaceutical Corporation of Sri Lanka
conferred the Best Supplier award to Bafna Pharmaceuticals in 2005. We also have to our
credit MHRA, U.K accreditation for our Non ± Betalactam manufacturing facility located
in Grantlyon, Chennai. Earlier this year in January 2010 Bafna Pharmaceuticals was
honored with the Gold Quality Excellence award by IDMA (Indian Drug Manufacturers¶
Association). These awards and certifications are a testament to our commitment for
quality, innovation and excellence in delivering hi-end finished medical formulations at
competitive prices.
Bafna Pharmaceuticals has emerged as one of the most competent player in the
Contract Research and Manufacturing industry, providing consistent and unmatched
service to both domestic and international markets. With state-of-the-art R&D facility,
we look ahead to strategic partnerships and global research projects in developing, testing
and validating new pharmaceutical formulations. Equipped with the latest infrastructure,
trained and experienced personnel and organized management, we could be your trusted
partner and facilitator in the global arena of contract research and manufacture
%%

Every organization has articles of association, whether they realize it or not.
Articles of association are simply the basic internal rules of operation for a business or
non-profit organization that govern what tasks need to be done, what positions are
required to perform the necessary functions, and how the processes in place are to be
performed.
Often, articles of association deal with such operating issues as the calling of
general meetings, and the process for appointing and selecting directors and managers
within the organizational structure. Articles of association also address how the company
will go about issuing shares of stock, paying dividends to investors, and how and when
audits on the financial records will be conducted. One of the strengths of the articles of
association is that the focus is on the content, rather than the form. Articles of association
may include organization charts, escalation procedures to handle the hiring process for
upper level executives, process charts showing the orderly process of providing goods
and services, and a simple flow chart for basic accounting procedures such as Payables
and Receivables. Normally, there is a great deal of flexibility in the way the information
contained in the articles of association can be structured. However, it is important to
remember that in order to register the company to do business in one or more countries,
there must be formal articles of association in place, and they must address at least the
minimum issues required by the governing laws of the country.
One of the easiest ways to prepare articles of association is to simply think in

terms of the day to day operations of the company, and define what has to happen, and
what positions are responsible for keeping the process moving along. Using this
information as a foundation, it is then easy to think in terms of what process needs to be
in place to provide proper communication to investors of the company and how to go
about replacing top level executives and managers in the event that a change is required.
What will normally emerge is a document that is somewhat detailed, but also a very
common sense presentation of the business purpose of the company. Not for profit
organizations can also benefit from the preparation of articles of association. Many
countries around the world require non-profit entities to provide articles of association
before registering for operation in the country. This is true even in the case of not for
profits such as religious organizations. In actual practice, the preparation of articles of
association simply makes sense, as the documents help to ensure the efficient function of
the non-profits, making it easier for the organization to accomplish more with the
resources available.
%%

1. The regulation contained in table µA¶ in the First schedule to the companies act,
1956 shall apply so only as they are not inconsistent with any of the provisions contained
in the following articles which shall govern the organization and conduct the company.
p
%+c=;

A Public Limited Company is a Company limited by shares in which there is no
restriction on the maximum number of shareholders, transfer of shares and acceptance of
public deposits. The liability of each shareholder is limited to the extent of the unpaid
amount of the shares face value and the premium thereon in respect of the shares held by
him. However, the liability of a Director / Manager of such a Company can at times be
unlimited. The minimum number of shareholders is 7.

%+ =;

A limited company has following advantages:
ap Members' (the directors and shareholders) financial liability is limited to the

amount of money they have paid for shares.
ap The management structure is clearly defined, which makes it easy to appoint,

retire or remove directors.
ap If extra capital is needed, it can be raised by selling more shares privately.

It is simple to admit more members.
ap The death, bankruptcy or withdrawal of capital by one member does not affect the
company's ability to trade.
ap The disposal of the whole or part of the business is easily arranged.

High status.
%+ (=);

A limited company has following disadvantages:
ap Requirement to register the company with the registrar of companies and provide
annual returns and audited statement of accounts. All details of the company are
available for public inspection so there can be no secrecy. There are penalties for
failing to make returns.
ap Can be more expensive to set up.
ap May need professional help to form.
ap As a director, you are treated as an employee and must pay tax.

ap The advantages of limited liability status are increasingly being undermined by
banks, finance house, landlords and suppliers who require personal guarantees
from the directors before they will do business.
%-69 9(

A company secretary is a senior position in a private company or public
organisation, normally in the form of a managerial position or above. The Company
Secretary is responsible for the efficient administration of a company, particularly with
regard to ensuring compliance with statutory and regulatory requirements and for
ensuring that decisions of the Board of Directors are implemented.
Despite the name, the role is not a clerical or secretarial one in the usual sense.
The company secretary ensures that an organisation complies with relevant legislation
and regulation, and keeps board members informed of their legal responsibilities.
Company secretaries are the company¶s named representative on legal documents, and it
is their responsibility to ensure that the company and its directors operate within the law.
It is also their responsibility to register and communicate with shareholders, to ensure that
dividends are paid and to maintain company records, such as lists of directors and
shareholders, and annual accounts
%3 = 6

'
Company secretaries in all sectors have high level responsibilities including
governance structures and mechanisms, corporate conduct within an organisation's
regulatory environment, board, shareholder and trustee meetings, compliance with legal,
regulatory and listing requirements, the training and induction of non-executives and
trustees, contact with regulatory and external bodies, reports and circulars to
shareholders/trustees, management of employee benefits such as pensions and employee
share schemes, insurance administration and organisation, the negotiation of contracts,
risk management, property administration and organisation and the interpretation of
financial accounts. Company secretaries are the primary source of advice on the conduct
of business and this can span everything from legal advice on conflicts of interest,
through accounting advice on financial reports, to the development of strategy and
corporate planning.
Among public companies in North America, providing advice on corporate

governance issues is an increasingly important role for corporate secretaries. Many
shareholders, particularly institutional investors, view sound corporate governance as
essential to board and company performance. They are quite vocal in encouraging boards
to perform frequent corporate governance reviews and to issue written statements of
corporate governance principles. The corporate secretary is usually the executive to assist
directors in these efforts, providing information on the practices of other companies, and
helping the board to tailor corporate governance principles and practices to fit the board's
needs and expectations of investors. In some companies, the role of the corporate
secretary as corporate governance adviser has been formalized, with a title such as Chief
Governance Officer added to their existing title.
In view of the important roles the company secretary plays in business, PLCs and
large companies require the company secretary to be suitably trained, and professionally
qualified for these responsibilities.
In India, the Institute of Company Secretaries of India (ICSI) regulates the

profession of Company secretaries. ICSI is a statutory professional body which has more
than 26,680 associate members.
Chartered secretaries are employed as chairs, chief executives and non-executive

directors, as well as executives and company secretaries. Some chartered secretaries are
also known in their own companies as corporate secretarial executives/managers or
corporate secretarial directors.
Chartered Secretaries are the sixth highest paid employees in the UK according to
the Office for National Statistics Annual Survey of Hours and Earnings (March 2010).
The average annual salary for Chartered Secretaries is £58,295 and their earnings are
ranked above those of senior officers in local government, police officers, IT
professionals and lawyers. Chartered Secretaries are increasingly in demand because of
their expertise in compliance and corporate governance.
Many corporate secretaries of North American public companies are lawyers and
some serve as their corporation's general counsel. While this can be helpful in the
execution of their duties it can also create ambiguity as to what is legal advice, protected
by privilege, and what is business advice
In India every company having a paid up share capital of Rs. 5 crores or more are
required to appoint a qualified person as Company Secretary. A qualified Company
Secretary should be a member of Institute of Company Secretaries of India headquartered
in New Delhi. A company having not less than Rs. 10 lacks paid up capital and not
required to appoint a full time company Secretary should file with Registrar of
Companies, a compliance certificate signed by a practicing Company Secretary.
Section 383A of the Companies Act, 1956 provides for the mandatory
appointment of a whole time secretary where the paid up capital of the Company exceeds
Rs. 5 crores. In case where the capital is less than Rs. 5 crores, the company is required to
obtain a secretarial compliance certificate and attach the same to the Directors' Report
and file it with the Registrar of Companies.
Statutory declarations of compliance under various other provisions of the

Companies Act, 1956 are also to be certified by practicing company secretaries. Under
the MCA 21 e filing regime several forms (including some, exclusively) are required to
be pre-certified by practicing company secretaries.
In the case of companies listed on recognized stock exchanges, the annual returns
are to be signed by a practicing company secretary.
Further, the Securities and Exchange Board of India (SEBI) also recognizes the
Company Secretary as the Compliance Officer and the practicing company secretary to
issue various certificates under its Regulations. Further, the practicing Company
Secretaries are also authorized to certify compliance of conditions of corporate
governance in case of listed companies.
The Reserve Bank of India also authorizes company secretaries to issue various
certificates.
The Institute of Company Secretaries of India, is the premier professional body to

develop and regulate the profession of Company Secretaries in India. It was set up by an
Act of Parliament in 1980. The profession has its origins in England.
%0

The memorandum of association (MOA) of a company, often simply called the
memorandum (and then often capitalized as an abbreviation for the official name, which
is a proper noun and usually includes other words), is the document that governs the
relationship between the company and the outside. It is one of the documents required to
incorporate a company in the United Kingdom, Ireland, Pakistan and India, and is also
used in many of the common law jurisdictions of the Commonwealth.

%0>
6
While it is still necessary to file a memorandum of association to incorporate a

new company, it no longer forms part of the company¶s constitution and it contains
limited information compared to the memorandum that was required prior to 1 October
2009.
It is basically a statement that the subscribers wish to form a company under the
2006 Act, have agreed to become members and, in the case of a company that is to have a
share capital, to take at least one share each. It is no longer required to state the name of
the company, the type of company (such as public limited company or private company
limited by shares), the location of its registered office, the objects of the company, and its
authorized share capital.
Companies incorporated prior to 1 October 2009 are not required to amend their
memorandum. Those details which are now required to appear in the Articles, such as the
objects clause and details of the share capital, are deemed to form part of the Articles.
%0
The memorandum no longer restricts what a company is permitted to do. Since 1

October 2009, if a company's constitution contains any restrictions on the objects at all,
those restrictions will form part of the articles of association.
Historically, a company's memorandum of association contained an objects clause,

which limited its capacity to act. When the first limited companies were incorporated, the
objects clause had to be widely drafted so as not to restrict the board of directors in their
day to day trading. In the Companies Act 1989 the term "General Commercial Company"
was introduced which meant that companies could undertake "any lawful or legal trade or
business."
The Companies Act 2006 relaxed the rules even further, removing the need for an
objects clause at all. Companies incorporated on and after 1 October 2009 without an
objects clause are deemed to have unrestricted objects. Existing companies may take
advantage of this change by passing a special resolution to remove their objects clause.
If the company is to be a non-profit making company, the articles will contain a

statement saying that the profits shall not be distributed to the members.
%/

, also known as protocols, are the instant written record of a meeting or
hearing. They often give an overview of the structure of the meeting, starting with a list
of those present, a statement of the various issues before the participants, and each of
their responses there to. They are often created at the moment of the hearing by a typist or
court recorder at the meeting, who may record the meeting in shorthand, and then prepare
the minutes and issue them to the participants afterwards. Alternatively, the meeting may
be audiorecorded or a group's appointed or informally assigned Secretary may take notes,
with minutes prepared later. However it is often important for the minutes to be brief and
concentrate on material issues rather than being a verbatim report, so the minute-taker
should have sufficient understanding of the subject matter to achieve this. The minutes of
certain entities, such as a corporate board of directors, must be kept and are important
legal documents.
An agenda is a list of meeting activities in the order in which they are to be taken
up, beginning with the call to order and ending with adjournment. It usually includes one
or more specific items of business to be considered. It may, but is not required to, include
specific times for one OR more activities. An agenda may also be called a docket.

%/

Generally, minutes begin with the name of the body (eg a committee) holding the
meeting, place, date, list of people present, and the time that the chair called the meeting
to order. The minutes then record what was actually said at the meeting, either in the
order that it was actually said or in a more coherent order, regardless of whether the
meeting follows (or ignores) any written agenda. A less often used format may record the
events in the order they occur on the written agenda, regardless of the actual chronology.
Since the primary function of minutes is to record the decisions made, any and all
official decisions must be included. If a formal motion is proposed, seconded, passed, or
not, then this is recorded. The voting tally may also be included. The part of the minutes
dealing with a routine motion might note merely that a particular motion was "moved by
Ann and passed unanimously." It is not necessary to include the name of the person who
seconds a motion. Where a tally is included, it is sufficient to record the number of
people voting for and against a motion (or abstaining), but requests by participants to
note their votes by name may be allowed. If a decision is made by roll call vote, then all
of the individual votes are often recorded by name. If it is made by general consent
without a formal vote, then this fact may be recorded. Tallies may be omitted in some
cases (e.g. a minute might read "After voting, the Committee agreed to...").
It is also often common for adherents to the "less is more" approach to include
certain facts: for example, that financial reports were presented, or that a legal issue (such
as a potential conflict of interest) was discussed, or that a particular aspect of an issue
was duly considered, or that a person arrived late (or left early) at a particular time. The
minutes may end with a note of the time that the meeting was adjourned.
Minutes in businesses and other private organizations are sometimes submitted by

and over the name of the officer of the organization or committee who is responsible for
them (often the Secretary - not the typist, even if the typist actually drafted the
document!) at a subsequent meeting for review. The traditional closing phrase is
"Respectfully submitted," (although that phrase is slowly falling out of use) followed by
the officer's signature, his or her typed (or printed) name, and his or her title.
If the members of the committee or group then agree that the written minutes
reflect what happened at the meeting, then they are approved, and the fact of their
approval is recorded in the minutes of the current meeting. If there are major errors or
omissions, then the minutes will be redrafted and submitted again at a later date.
However minor changes may be made immediately, and the amended minutes may be
approved "as amended" or e.g. "subject to adding Amanda Schroder's name to the list of
attendees". It is normally appropriate to send a draft copy of the minutes to all the
members in advance of the meeting so that the meeting need not be delayed while
everyone reads and corrects the draft. It is also unwise to approve minutes which one has
not read.
Business and other meetings commonly assign tasks to individuals (or bodies).
Usually (but not always) this is someone who is attending the meeting. This is known as
"placing an action". The assignment of a task to an individual is an important decision by
the meeting and so all actions must be accurately recorded in the minutes. Reviewing past
actions often takes a prominent place in the agenda.
%.'

',,*,6?##, 8@'3-A
Every company limited by shares and every company limited by guarantee and
having a share capital shall with in a period of not less than one month nor more than six
months from the date at which the company is entitled to commence business hold a
general meeting of the members of the company This meeting is called the 'statutory
meeting´ This is the first meeting of the share holders of the public company and is held
only once in the life time of the a company.
%.'
The Board of directors shall at least 21 days before the day on which the meeting
is to he held, forward a report, called the statutory report to every member of the
company. If the report is forwarded later than 21 days before the day of the meeting, it
shall be deemed to have been duly forwarded if it is so agreed to by all the members
entitled to attend and vote at the meeting. Contents of the Statutory report. The statutory
report of a company contains all the necessary information relating to the formational
aspect of the company. It sets out the following information:
a.p Total shares allotted ± the total number of shares allotted, distinguishing shares
allotted as fully or partly paid-up otherwise than in cash and stating in the case of
shares partly paid-up, the extent to which they are so paid-up, and in either case,
the consideration for which they have been allotted.
b.p Cash received ± the total amount of cash received by the company in respect of all
shares allotted, distinguished as aforesaid.
c.p Abstract of receipts and payments ± an abstract of the receipts and of the payments
made up to a date within 7 days of the report. The abstract shall exhibit under
distinctive headings (i) the receipts of the company from shares and debentures
and other sources, (ii) the payments made there out, (iii) the balance of cash in
hand, and (iv) an account or estimated of the preliminary expenses of the
company, showing separately any commission or discount paid or to be paid on
the issue or sale of shares or debentures.
d.p Directors and auditors ± the names, addresses and occupations of the directors,
auditors, and manager and secretary, and the changes which have occurred in such
names, addresses and occupations since the date of the incorporation of the
company.
e.p Contracts ± the particulars of any contract which is to be submitted to the meeting
for its approval or modification.
f.p Underwriting contract ± the extent to which any underwriting contract has not
been carried out and the reasons therefore.
g.p Arrears of calls ± the arrears due on calls from every director and from the
manager.
h.p Commission and brokerage ± the particulars of any commission or brokerage in
connection with the issue or sale of shares and debentures to any director or to the
manager.
%.
The statutory report shall be certified more correct by not less than 2 directors of
the company. One of these directors shall be a managing director, if there is one. After
the statutory report has been certified, the auditors of the company shall also certify it as
correct as regards it first 3 contents.
A copy of the report to be sent to the Registrar. The Board shall deliver a copy of a
certified statutory report to the Registrar for registration forthwith, after copies thereof
have been sent to the members of the company.
%1

Every company shall in each year hold in addition to any other meetings a general
meeting as its annual general meeting and shall specify the meeting as such in the notice
calling it. There shall not be an interval of more than 15 months between and annual
general meeting of the company and the next. A company may hold its incorporation. In
that event it is not necessary for the company to hold any annual general meeting in the
year of its incorporation or in the next year. Year means calendar year (1991)
The Registrar may, for any special reason, extend the time for holding any annual
general meeting by a period not exceeding 3 months. But no extension of time is granted
for holding the first annual general meeting.
There should be at least one annual general meeting per year and as many
meetings as there are years. Time and place of meeting Every annual general meeting
shall be called during business hours on a day that is not a public holiday. It shall be held
either at the registered office of the company or at some other place within the city, town
or village in which the registered office of the company is situate. The Central
Government may exempt a company from these provisions subject to such conditions as
it may impose.
21 day¶s notice (Sec.171) A general meeting of a company may be called by

giving not less than 21 days¶ notice in writing. It may be called with a shorter notice if it
is agreed to by all the members entitled to vote at the meeting.
Annual general meeting ± a statutory requirement. The annual general meeting of

a company is a statutory requirement. It has to be called even where the company did not
function during the year
Consequences of failure to hold annual general meeting. If a company fails to hold

an annual general meeting.
1. Any member can apply, under Sec. 167, to the Company Law Board for calling the
meeting,
2. The company and ever officer who is in default shall be punishable with fine.

%#<

#< 8 @'3.A
A Statutory meeting and an annual general meeting of a company are called

ordinary meetings. Any meeting other thatn these meetings is called an extraordinary
general meeting. It is called for transacting some urgent or special business which cannot
be postponed till the next annual general meeting. It may be convened.
1.p By the board of directors on its own or on the requisition of the members; or
2.p By the requisitionists themselves on the failure of the Board of directors to call
the meeting.
% #<
9 =

The Board of directors may call an extraordinary general meeting.
1.p On its own The Board of directors may call an extraordinary general meeting
whenever some special business is to be transacted, which in the opinion of Board
of directors cannot be postponed till the next annual general meeting. Some of the
examples of such a business are:
2.p (i) Issue of right shares
(ii) Increase in the remuneration of managing director, whole time director, etc.
3.p On requisition of the members. The requisite number of members of a company
may also ask for an extraordinary general meeting to be held. In such a case the
Board of directors shall proceed duly to call such a meeting of the company. the
requisition for such a meeting by the members shall be signed.
(i) In the case of a company having a share capital, by holders of not less
than 1/10th of the paid-up capital of the company having the right of voting in
regard to the matter of requisition; or.
(ii) in the case of a company not having a share capital, by members
representing not less than 1/10the of the total voting power in regard to the matter
of requisition.
A requisition signed by one of the joint owners of shares has the same force
and effect as if it had been signed by all of them.
The requisition shall set out the matters for the consideration of which the
meeting is to be called. It shall be deposited at the registered office of the
company.
The Board shall proceed to call a meeting within 21 days from the date of
the deposit of a valid requisition. The meeting shall be held within 45 days from
the date of the deposit of the requisition.
%#<
9 = >
Every shareholder of a company has a right to requisition an extraordinary general

meeting. He is not bound to disclose the reasons for the resolutions to be proposed at the
meeting.
If the Board of directors fails to call a meeting as required by the requisition, the
meeting may be called.
A. By the requisitionists themselves.
B. In the case of a company having a share capital, by such of the requisitionists as

represent either a majority in value of the paid-up share capital of the company
having the right of voting, whichever is less.
C. In the case of a company not having a share capital, by the requisitionists

representing not less than 1/10th of the total voting power of all the members of the
company.
% ' 5 9 5
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pp Joint stock company divides its capital into units of equal denomination. Each unit
is called a share. These units i.e. shares are offered for sale to raise capital. This is termed
as issuing shares. A person who buys share/shares of the company is called a shareholder
and by acquiring share or shares in the company he/she becomes one of the owners of the
company. Thus, a share is an indivisible unit of capital. It expresses the proprietary
relationship between the company and the shareholder. The denominated value of a share
is its face value. The total capital of a company is divided into number of shares.p
The income received from shares is called a dividend, and a person owning his
shares is called a shareholder.
Investors were given share certificates as evidence of their ownership of shares but
certificates are not always issued nowadays. Instead, the ownership may be recorded
electronically by a system such as crest.
Company may have as many different types of shares as it wishes, all with
different conditions attached to them. Generally share types are divided into the
following categories:p
îp
9 ± These shares carry a right that, if the dividend cannot be
paid in one year, it will be carried forward to successive years.
îp 6 ± As the name suggests these are the ordinary shares of the company with
no special rights or restrictions. They may be divided into classes of different value.
îp c ± These shares normally carry a right that any annual dividends available
for distribution will be paid preferentially on these shares before other classes.
îp
= ± These shares are issued with an agreement that the company will buy
them back at the option of the company or the shareholder after a certain period, or on
a fixed date. A company cannot have redeemable shares only.
A "Public limited company" has access to capital markets and can offer its shares
for sale to the public through a recognized stock exchange. It can also issue
advertisements offering any of its securities for sale to the public. In contrast, a private
company may not offer to the public any shares in itself.
%%=

The term bonus means an extra dividend paid to shareholders in a joint stock company
from surplus profits. When a company has accumulated a large fund out of profits - much
beyond its needs, the directors may decide to distribute a part of it amongst the
shareholders in the form of bonus. Bonus can be paid either in cash or in the form of
shares. Cash bonus is paid by the company when it has large accumulated profits as well
as cash to pay dividend. Many a time, a company is not in a position to pay bonus in cash
in spite of sufficient profits because of unsatisfactory cash position or because of its
adverse effects on the working capital of the company. In such a position, the company
pays a bonus to its shareholders in the form of shares; a free share thus issued is known as
a bonus share.
%%#<
A bonus share is a free share of stock given to current/existing shareholders in a
company, based upon the number of shares that the shareholder already owns at the time
of announcement of the bonus. While the issue of bonus shares increases the total number
of shares issued and owned, it does not increase the value of the company. Although the
total number of issued shares increases, the ratio of number of shares held by each
shareholder remains constant.
Whenever a company announces a bonus issue, it also announces a "Book Closure
Date" which is a date on which the company will ideally temporarily close its books for
fresh transfers of stock. Read "Book Closure" for a better understanding.
An issue of bonus shares is referred to as a bonus issue.
Depending upon the constitutional documents of the company, only certain classes
of shares may be entitled to bonus issues, or may be entitled to bonus issues in preference
to other classes.
Bonus share is free share in fixed ratio to the shareholders. for exp..reliance ind.
ltd. issue bonus share in 1:1 ratio and Rs.13.00 as dividend/share
Sometimes a company will change the number of shares in issue by capitalising its
reserve. In other words, it can convert the right of the shareholders because each
individual will hold the same proportion of the outstanding shares as before. Main reason
for issuance is the price of the existing share has become unwieldy.
%+

B
Pursuant to section 383A of the companies Act, 1956, companies with a paid-
up share capital of Rs. 2 crore or more are legally obliged to appoint a whole-time
Company Secretary who must be a member of the Institute of Company Secretaries of
India.
ap Is a vital link between the company and its Board of Directors, shareholders,
government and regulatory authorities and all other stakeholders
ap Commands high position in the value chain and acts conscience seeker of the
company.
ap Ensures that Board procedures are followed and regularly reviewed and provides
guidance to Chairman and the Directors on their responsibilities under various
laws.
A Company Secretary being multidisciplinary professional renders services in

following areas:
%+ ' ' 9

ap Promotion, formation and incorporation of companies and matters related
therewith.
ap Filing, registering any document including forms, returns and applications by
and on behalf of the company as an authorized representative.
ap Co-ordinating board/general meetings and follow-up actions thereof .
ap All work relating to Securities and their transfer and transmission.
ap Custodian of corporate records, statutory books and registers.
%+
'
There are certain rights which are specified to the secretary by the Act, Board of
directors and the general meetings of shareholders.
ap He also obtains some rights from the service agreement with the company
which usually include right to control and supervise the working of his
department
ap Right to sign documents requiring authentication by the company
ap Right to be indemnified for any loss suffered by him while discharging his
duties
ap Right to receive remuneration.

%- =
'
The duties of a company secretary differ from business to business in accordance
with its size, management structure and the personal qualifications of the secretary. The
company secretary is usually assigned with legal, administrative and management
functions. In big companies, there are separate managers who get themselves involve
with the functions relating to accounts, law and personnel etc. The main role of the
company secretary as the coordinator cannot be under estimated as he performs three fold
capacity as an agent of the Board of directors and as a person in charge of secretarial
work relationship to the company and as chief administrative officer of the company.
These duties can be classified into two categories (a) statutory duties, and (b) general
duties. The statutory duties can be subdivided into two-duties under Companies Act and
duties under other Acts. Besides the statutory duties, a secretary is required to carry out a
number of general duties such as to carry out the orders of the Board of director, to assist
the Board in the formulation of policy decisions, not to disclose confidential information
relating to the affairs to the company, not to make any secret profits on account of his
position, to act as a medium and link between the company and outsiders, to provide
information to the shareholders and to organize, supervise and coordinate the office work.
ap A Company Secretary is the person who is responsible for organizing board

meetings, informing board of directors about the impending meeting, formulating
the agenda of the meeting with Chairman and/or Chief Executive, compiling the
minutes of the meeting and maintaining minute books.
ap A Company Secretary has to ensure that Annual General Meetings (AGM) are
held as per the Companies Act and the companies¶ Article of Association. He\She
is responsible for issuing notices of meetings, distribution of proxy forms, helping
directors update themselves and getting prepared in case any shareholder ask
questions, helping directors prepare briefing material and ensuring that security
arrangements are done for the meeting. During the meeting, they have to ensure
that proxy forms are processed properly, voting is carried out properly and
recording the minutes of the meeting.
ap A Company Secretary has to ensure that the Memorandum and Articles of
Association is properly complied with. In case any amendments are issued, they
have to make sure that they are implemented in the right manner.
ap He/She had to make sure that company complies with the Yellow Book
requirements and it properly implements the model code and/or company code
regarding the company¶s securities. He/she has to maintain relations with Stock
Exchange through company¶s brokers and he/she is responsible for relaying
information regarding the company to the market.
ap He/she is responsible for maintaining the statutory registers regarding the
members, company charges, directors and secretary, directors¶ interests in shares
and debentures, interests in voting shares and debenture holders.
ap Company Secretary is responsible for filing annual reports, amended
Memorandum and Articles of Association, return of allotments, notices of
appointments, removal and resignation of directors and the secretary, notices of
removal or resignation of the auditors, change of registered office and resolutions
in accordance with the Companies Act with the Registrar of Companies.
ap They are responsible for the publication of the company¶s annual report and
accounts.
ap They have to maintain the company¶s register of members, deal with questions of
the shareholders and transfer of share-holding etc.,
ap They have to regularly communicate with shareholders ± both individual and
institutional -- through circulars and notices, and ensure the payment of dividends
and interest. They have to keep an eye on register of members in case any
stakeholder is aiming at taking over the company.
ap He/She has to play a key role in implementing acquisitions, disposals and mergers.
They have to make sure that proper documentation is in place and proper
commercial evaluation is done.
%3 (

$
A company secretary plays a very important role in the promotion and
incorporation of the company. He acts as the advisor to the promoters and helps them to
preparatory work to be performed and legal formalities to be observed in this connection.
%3
$
ap To arrange the meeting of promoters from time to time.

ap To attend the meetings of the promoters record the proceedings and keep the
minutes of the meetings.
ap To ascertain from the register of the companies if the proposed name of the
company is available for registration.
ap Where the name is approved by the registrar of the companies, he should obtain a
letter of no objection from the registrar.
ap To arrange for the registration of the company within a period of three months
from the date of letter of no objection.
ap To help the promoters in obtaining a letter of intent under the industries act 1951 if
the company¶s business comes within the preview of this act.
ap To help the promoters in the finalization of the various preliminary contacts with
vendors, underwriters, bankers, brokers, solicitors, auditors, managerial personnel
etc.
ap To get memorandum and articles of association prepared and printed.
%3 $
ap To file the application for registration within the registrar of companies along with
the prescribed documents and to pay the necessary stamp duty, filing fees and
registration charges.
ap To see that the provision of the companies act relating to incorporation of strictly
complied with.
ap To collect the certificate of incorporation from the registrar of companies office.
%0c

The Memorandum of Association and Articles of Association are the most
important documents to be submitted to the ROC for the purpose of incorporation of a
company. The Memorandum of Association is a document that sets out the constitution
of the company. It contains, amongst others, the objectives and the scope of activity of
the company besides also defining the relationship of the company with the outside
world.
The Articles of Association contain the rules and regulations of the company for
the management of its internal affairs. While the Memorandum specifies the objectives
and purposes for which the Company has been formed, the Articles lay down the rules
and regulations for achieving those objectives and purposes.
The ROC will give the certificate of incorporation after the required documents
are presented along with the requisite registration fee, which is scaled according to the
share capital of the company, as stated in its Memorandum. A private company can
commence business on receipt of its certificate of incorporation.
A public company has the option of inviting the public for subscription to its share
capital. Accordingly, the company has to issue a prospectus, which provides information
about the company to potential investors. The Companies Act specifies the information to
be contained in the prospectus.
The prospectus has to be filed with the ROC before it can be issued to the public.
In case the company decides not to approach the public for the necessary capital and
obtains it privately, it can file a "Statement in Lieu of Prospectus" with the ROC.
On fulfillment of these requirements, the ROC issues a Certificate of Commencement of
Business to the public company. The company can commence business immediately after
it receives this certificate.
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$ 9

The first step in the formation of a company is the approval of the name by the Registrar
of Companies (ROC) in the State/Union Territory in which the company will maintain its
Registered Office. This approval is provided subject to certain conditions: for instance,
there should not be an existing company by the same name. Further, the last words in the
name are required to be "Private Ltd." in the case of a private company and "Limited" in
the case of a Public Company. The application should mention at least four suitable
names of the proposed company, in order of preference. In the case of a private limited
company, the name of the company should end with the words "Private Limited" as the
last words. In case of a public limited company, the name of the company should end
with the word "Limited" as the last word. The ROC generally informs the applicant
within seven days from the date of submission of the application, whether or not any of
the names applied for is available. Once a name is approved, it is valid for a period of six
months, within which time Memorandum of Association and Articles of Association
together with miscellaneous documents should be filed. If one is unable to do so, an
application may be made for renewal of name by paying additional fees. After obtaining
the name approval, it normally takes approximately two to three weeks to incorporate a
company depending on where the company is registered.
%.

The Memorandum of Association and Articles of Association are the most
important documents to be submitted to the ROC for the purpose of incorporation of a
company. The Memorandum of Association is a document that sets out the constitution
of the company. It contains, amongst others, the objectives and the scope of activity of
the company besides also defining the relationship of the company with the outside
world.
The Articles of Association contain the rules and regulations of the company for
the management of its internal affairs. While the Memorandum specifies the objectives
and purposes for which the Company has been formed, the Articles lay down the rules
and regulations for achieving those objectives and purposes.
The ROC will give the certificate of incorporation after the required documents
are presented along with the requisite registration fee, which is scaled according to the
share capital of the company, as stated in its Memorandum. A private company can
commence business on receipt of its certificate of incorporation.
A public company has the option of inviting the public for subscription to its share
capital. Accordingly, the company has to issue a prospectus, which provides information
about the company to potential investors. The Companies Act specifies the information to
be contained in the prospectus.
The prospectus has to be filed with the ROC before it can be issued to the public.
In case the company decides not to approach the public for the necessary capital and
obtains it privately, it can file a "Statement in Lieu of Prospectus" with the ROC.
On fulfillment of these requirements, the ROC issues a Certificate of Commencement of
Business to the public company. The company can commence business immediately after
it receives this certificate.
%1

After the duly stamped Memorandum of Association and Articles of Association,
documents and forms are filed and the filing fees are paid, the ROC scrutinizes the
documents and, if necessary, instructs the authorised person to make necessary
corrections. Thereafter, a Certificate of Incorporation is issued by the ROC, from which
date the company comes in to existence. It takes one to two weeks from the date of filing
Memorandum of Association and Articles of Association to receive a Certificate of
Incorporation. Although a private company can commence business immediately after
receiving the certificate of incorporation, a public company cannot do so until it obtains a
Certificate of Commencement of Business from the ROC.
%c
5
c

A Promoter is a person who does the necessary preliminary individual to the
formation of a company. Chronologically the first person who controlled a company
affairs are its promoters. It is they who convinced the idea of forming a company with
reference to a given object and then to set it going and it is they who take the necessary
steps to incorporate it, provided with share and loan capital and acquire the business or
property which is to manage. When these things have been done they hand over the
control of the company to its directors who are often the promoter themselves under a
different name.

% c
$
ap The promoter settles the company¶s name

ap He settles the details of the company memorandum and articles the nomination of
directors, solicitors, business, auditors and secretary and the registrar office of the
company.
ap He arranges for the issue of prospectus.
% c

$
ap Not to make any profit at the expense of the company

ap To give benefit of negotiations to the company
ap Consequence of non-disclosure of interest of profit.
ap Not to make unfair use of position.
%

9

%

'
A company having paid up share capital of 2 crores or more, it is required to

employ a whole-time-secretary. If companies are having paid up share capital of less than
the prescribed amount, it is not required to appoint a whole-time secretary. Usually, every
company appoints a secretary and the essential provision is made in the articles of
association for the purpose. Nevertheless, each company is not obligatory to appoint a
whole time secretary with a paid up capital of 10 lakh rupees or more but less than 2
crores shall file with Registrar a certificate from a secretary in whole time practice. The
first secretary is usually appointed by the promoters. They help the promoters in carrying
out all the preliminary work in relation to the formation of the company. They are termed
as the 'pro-tern secretary' (secretary for the time being). Usually, the appointment of a
company secretary is made by the Board of directors in their first meeting by passing a
resolution. A service agreement is carry out between the company and the secretary in
which the terms and conditions of his appointment, remuneration etc. are declared.
%
9
'
The appointment of a company secretary is usually done by way of a resolution of

the Board of directors, and the same can be removed by the Board of Directors or by the
managing director, if he is authorized by the Board. The terms and conditions of the
service of the company secretary are stated in the service agreement. A clause is
mentioned in the service agreement which describes the manner in which he can be
dismissed or removed. He should be given due notice of termination of his employment
according to the terms and conditions of his employment or else the company shall be
liable to pay compensation to him.
p
+ 6 ;*'6
p
p
<
-;
By choosing to work with Bafna you open new avenues of learning, growth and
opportunities. The work ethos at Bafna is infused with a genuine concern for staff
welfare, innovative efforts towards meeting challenges and a dedication to live up to the
client¶s expectations by always delivering on quality and maintaining professionalism.
The company believes in maintaining a healthy staff morale, to this end Bafna offers a
world class work environment, skill development to improve the performance of the
resources, the opportunity of global assignments, professional approach and competitive
packages along with appropriate rewards and recognitions.
-8 (9
If you have the necessary skill and talent, your efforts will not go unrecognized at
Bafna. Here skill and talent is encouraged and nurtured, giving you the necessary
platform to grow and develop. Potential and performance are the pillars of career
progression at BAFNA. A robust development process supports this.
-#>6 #

Bafna believes in giving equal opportunities for work, growth, training and
professional enhancement to resources from all backgrounds. Discrimination or
preferential treatment on the basis of sex, caste, religion, language, economic background
etc is strongly discouraged at Bafna.

-%#
9

The strength, position and success of a company can be measured in terms of the
quality of work force resources and employee environment prevailing in the organization.
A company¶s success lies in the motivation, dedication and performance of the personnel.
At BAFNA we realize that the company¶s growth is intrinsically linked to the continuous
development of our human resources. Hence, a great deal of interest is taken by the Bafna
management to harness the innate potential that each individual brings to the
organization.
-+ c
Bafna engages a professional process of Human Resource Management, through

which potentialities, strengths, performances and even weaknesses are identified,
nurtured, rewarded and if required guided and corrected. Our HR management system
seeks to strengthen skills, engage motivation by offering new work avenues and
performance incentives. Also, it works towards identifying resources having difficulties
in discharging their duties to their optimum efficiency and helps them to perform to their
maximum capabilities through timely guidance, support and training.
--; 9

Leadership is an innate quality present in each individual, which can emerge

when the situation demands. At Bafna the leadership skills are encouraged, enhanced and
engaged in individuals quite early in their career. Building leadership skills enables the
resources to be proactive and face challenges and also to be able to take criticism and
learn from these experiences. Thus managerial capabilities are enhanced and put to use,
individuals are given opportunities for demonstrating their leadership abilities and
qualities, because motivated leaders drive business development.
-Cc
Guarantying quality assurance, reliability and effectiveness across all our product
segments is both the obligation and pre-requisite at Bafna Pharmaceuticals.
6
=&9
ap Enhancing the quality and efficacy in all our medical formulations

ap To achieve and maintain consistency in quality.
ap Ensuring consistent efforts towards training and skill development of all our
employees to meet GMP norms.
ap Committed to make Quality a way of life regardless of commercial consequences.
ap Assured practices and process focusing on employee safety, security and welfare.
ap To adopt, adhere and promote environment friendly practices and processes.
-% (
Indian Drug Manufacturers' Association (IDMA) Award

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Australian Therapeutic Goods Administration (TGA)

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National Level Entrepreneurship Excellence Award

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Ethiopian Drug Administration and Control Authority (DACA)

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Indian Drug Manufacturers' Association

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Medicines and Health care Products Regulatory Agency (MHRA)

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Certificate of Registration
ISO 9001:2008

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Certificate of Recognition Export House
89

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-+6 69 9(

Bafna Pharmaceuticals has a poignant history and experience spanning three

decades in the area of manufacturing and contract manufacturing of finished
pharmaceutical formulations covering a wide medical spectrum. Our manufacturing
strength, consistency in quality delivery and enormous production capacity is made
possible by our two state-of-the-art manufacturing facilities located on the outskirts of
Chennai city, in Tamil Nadu State. By employing stringent quality monitoring systems
across the production line, right from sourcing raw materials to use of machinery and
skilled manpower to advanced chemical process, the finished product lives up to
international standards of quality and efficacy. Certified with ISO: 9001 2008 and EU -
GMP, UK - MHRA, TGA Australia accreditation our factories are compliant with
international standards of safety, quality and production guidelines.
Our product matrix comprises various formulations in solid orals and liquid orals
ranging over 37 therapeutic areas. We have registered 80 of our products globally in
various countries including Sri Lanka, U.K, Ghana, Laos, Ukraine, Philippines and
Nigeria.
-+ )
Tailor made contract manufacturing and finished dosage formulations are

produced at our Grantlyon facility, built specifically for catering to the stringent quality
conscious regulated markets. The unit is 100% EOU compliant and employs the TQM
system of operations. This unit has UK- MHRA accreditation, which is certificate of our
reliable quality, safety and consistency in our production processes.
The operational focus of this facility is contract-manufacturing Non-Betalactam

solid oral dosages ready for marketing across various regulated markets. This
manufacturing facility is equipped with cutting-edge technology, skilled scientists and
pharmaceutical analysts and advanced production processes that are designed to facilitate
safe and fast production, while complying international quality standards. Our Non-
Betalactam solid oral production line is equipped with hi-end machinery capable of
performing unit operations such as Granulation, Compression, Coating, Packing and
Capsule Filling, in a faster pace.
Presently we undertake contract manufacturing immediate release, slow release,

uncoated, coated tablets for leading UK based pharmaceutical companies.
-+#
)
Bafna has invested significantly in a modern manufacturing plant to cater

specifically to the Emerging Markets. The Madhavaram facility is 100% EOU compliant
and is ISO: 9001 2008 certified. Maintaining strict quality assurance throughout the
manufacturing process is the norm at Bafna Pharmaceuticals. To this end we have
acquired and implemented advanced technology in our state-of-the-art manufacturing
facilities. We make use of automated machines and systems such as Ultra Modern Water
Purification System to meet the USP specification and HVAC system fitted with terminal
and plenum HEPA filters to meet the International Standard ISO 14644 ± 1 Class 5 & 8
which is essential for the classification of clean environments. Our entire production and
packaging line is armed with advanced scientific and technological methods and
processes to maintain the highest levels of quality and product safety. Presently we are
supplying finished formulations in solid orals and liquid orals to several countries across
Asia, Africa and Australia.

-+%
)
Bafna Pharmaceuticals operations within the domestic market are governed by the
Marketing Agent Arrangement, through which our products are supplied to the states of
West Bengal and Kerala. Seeking to enhance our domestic presence, Bafna plans to start
a new division in June 2010 looking to target the lifestyle segments across the states of
India. The Bafna Lifestyle Division targets the following therapeutic areas ±
Cardiovascular, Anti ± Diabetics, Gynecological & GP segments.
--

With an eye to become more visible to our customers, to expand our presence and
build a stronger foothold in the market, BAFNA realizes the need of continuous brand
management exercise; and as a result, the following brands OMERAN, OLMEBAF,
LAVOV, ALENBON, PREJOTAC, IRAP, POCYM/POCYM-S, IVAB, COBAXINE,
AFENAC are gaining momentum.
-3 9

Bafna Pharmaceuticals is in a constant endeavor to enhance its global and
domestic presence. To achieve this goal of emerging as a globally recognized
pharmaceutical brand Bafna has invested greatly in infrastructure development and set-up
specific manufacturing units to cater exclusively to the Regulated Markets and RoW
Markets. Both the manufacturing units are equipped with modern machinery, skilled
manpower and advanced technological processes to ensure quality, reliability and
economic viability of our finished pharmaceutical formulations. We are manufacturing
over 336 licensed pharmaceutical formulations and have globally registered 78 of our
products. In the near future we hope to increase the number of our global registrations
and also aggressively focus on bagging significant projects for contract manufacturing
from leading international pharmaceutical companies.
To surf the tide of global outsourcing, Bafna has established a dedicated R&D
facility to undertake contract research and development on a large scale. Armed with the
latest technology, advanced machinery, innovative scientists and competent development
process this facility is poised to spur a revolution in pharmaceutical research and
development on a global scale.
-0 9

Our R&D is set to facilitate the development of pharmaceutical formulations and
to cater to the needs of the global clientele of Bafna Pharma. Inaugurated at the hands of
Shri Mike Nithavrianakis, British Deputy High Commissioner to Southern India, the
R&D facility, is a state-of-art facility for formulation development and analytical
development and is designed and equipped to meet the stringent international standards.
This new facility is in complete compliance with cGMP, cGLP & ICH guidelines in
conducting the R&D activities along with full regulatory compliance to EU-DMF and
US-DMF.
With advanced R&D equipments, testing instruments and process control

facilities, the R&D center is equipped to manufacture new products from laboratory scale
to validation batches. The R&D center has qualified and competent research scientists,
who have developed many innovations in the manufacture of formulations, to meet the
various requirements of the global market. We strongly believe that with the launch of
the new R&D centre we will significantly elevate our efforts in enhancing and
developing new products and exceed our customer expectations.
The R&D facility has in-depth exposure to literature search, patent search and
preparation of pre-formulation Studies; to conduct analysis on new prototype
formulations and to check the feasibility of the product; Development and Optimization
of Formula; process improvement; Preparation of Stability batches; Accelerated stability
studies and many more intricacies in the formulation development. The overall operations
by the R&D will have a direct impact on the commercial manufacturing batches, costing
and in providing utmost satisfaction to Bafna Pharma¶s customers worldwide.
Through this facility, Bafna will file dossiers for the ever growing, US, UK,
Australia and the European Markets and ever emerging RoW markets. This facility will
offer a one-stop solution right from development to formulation to dossier making to
commercial production and in the long run, the facility is going to be a completely
independent profit-making center. The overall objective of this facility is to develop the
pharmaceutical products on Contract basis and to design and develop the products
indigenously for the ever-expanding Pharma market. This facility will propel to the
realization of our mission of achieving INR 5000 million by 2013.
ap Highlights of our R&D facility

ap Perfect organogram & lab setup
ap Highly-skilled professional scientists
ap Strong analytical team support
ap R&D QA for systems & Documentation
ap Formulation Development - New Project
ap Development and Process Optimization
ap Technology Transfer
ap Analytical Method Development and Method Validation
ap Analytical Method Transfer.
ap Stability Study as Per ICH Guidelines Key Instruments In Our R & D
Fluidised Bed Processor 5lts

Retsch Drier (1kg)
RMG ( Rapid Mix Granulator) 2,5,10lts
Bin blender 2,5,10, 50lts
Compression Machine 5 station, B tooling and 5 station D
tooling
Coating Machine 0.5kg
Blister, Alu / Alu Semi Automatic Packing Machine
Capsule Filling Machine for size 0,1,2,3 and 4 sizes capsules
-/ ' @
' 9A
The international pharmaceutical industry is reeling under the stress of rising R&D
costs, increased salary expenditure, lower profit margins and stringent regulatory
guidelines. It is becoming increasingly difficult for companies to maintain their bottom-
lines and remain unaffected. This has spurred in a new era of global outsourcing in the
areas of research and manufacturing, which many international pharmaceutical
companies find to be a reliable and cost-effective recourse. The demand for increased
services in contract research and manufacturing services has served as a boon for the
Indian pharmaceutical companies, especially those in the mid-cap segment.
India is the ideal destination for CRAMS because the pharmaceutical companies
here employ international production and operational guidelines. Apart from this the low
cost of skilled manpower, flexible monetary policies, the widespread knowledge base and
the inherent drive to innovate and invent is ideal for international pharmaceutical
companies to entrust research activities and the manufacturing of finished formulations.
From development to high-volume commercial manufacture, Bafna

Pharmaceuticals employs more than twenty-five years of our contract manufacturing
experience to ensure your product is professionally managed all the way. Our endeavor is
to be the most preferred one stop source for all the development and contract
manufacturing activities for the Regulated markets.
We offer range of services you need and the exceptional experience you deserve in
the Contract Manufacturing & Product Development activities, led by Project Managers
with extensive business management experience. With Our Contract Manufacturing team
comprising of experts in Development, Technology Transfer, Manufacturing and Quality
Assurance, fully supported by specialists in Regulatory Affairs, Logistics, Planning,
Engineering and Purchasing allied with a unique blend of infrastructure and expertise,
stringent testing regimes keeping in view the integrity of the product, aligning quality and
product timelines, we consistently meet the global manufacturing requirement and the
customer satisfaction.
-. c''
Our Custom Pharmaceutical Services & Solutions (CPSS) expertise serves several
leading and emerging pharmaceutical companies. Our wide spread experience in contract
research and contract manufacturing, technological strength, the stringent quality policies
we employ and our professional approach has enabled us to emerge as one of the
preferred CPSS players from India. And a partner-of-choice to innovators, offering top-
end technical expertise, tailor-made pharmaceutical solutions and a track record of
bringing process innovations to the market quickly, efficiently and economically.
We have the capability to supply both small-scale clinical trial quantities and
commercial-scale requirements. Our end-to-end services and competitive pricing offers a
compelling value proposition to our global customers.
We aim to be the preferred partner for innovator companies by providing a

complete range of services that are necessary to take their innovations to the market with
greater speed, efficiency and lower capital expenditures.

-1
-19

Bafna Pharmaceutical¶s manufacturing operations were initiated in this facility.
Located in the suburbs of Chennai, the factory is furnished with sophisticated machinery,
advanced technology and skilled human resource, supported by stringent quality control
measures this facility manufactures finished solid oral and liquid oral dosage forms of
Betalactam and Non ± Betalactam and Cephalosporin products.
This is a 100% EOU unit that has been built in compliance with the revised
Schedule M under the Drugs and Cosmetics Act, 1947. The sophisticated processes and
methods adopted at this facility is certified by the ISO: 9001 2008 certification. This
factory is primarily responsible for the production of solid oral formulations to be
marketed in Rest of World markets. Presently the finished products are supplied to
countries including Sri Lanka, Ghana, Ukraine, and Laos.
-18

Our Custom Pharmaceutical Services & Solutions (CPSS) expertise serves several
leading and emerging pharmaceutical companies. Our wide spread experience in contract
research and contract manufacturing, technological strength, the stringent quality policies
we employ and our professional approach has enabled us to emerge as one of the
preferred CPSS players from India. And a partner-of-choice to innovators, offering top-
end technical expertise, tailor-made pharmaceutical solutions and a track record of
bringing process innovations to the market quickly, efficiently and economically.
We have the capability to supply both small-scale clinical trial quantities and
commercial-scale requirements. Our end-to-end services and competitive pricing offers a
compelling value proposition to our global customers.
We aim to be the preferred partner for innovator companies by providing a
complete range of services that are necessary to take their innovations to the market with
greater speed, efficiency and lower capital expenditures.
Key instruments used in our production and quality control:

PRODUCTION QUALITY CONTROL UTILITIES
Fluid Bed Processor Dedicated HVAC system
Rapid Mixer Microbiology comprising of 22
Granulator laboratory with AHUs.
Fluid Bed Drier dedicated AHU. 7 FDV ventilators.
Material Transfer HPLCs with auto Chiller, Boiler,

System sampler (UV&PDA Compresser (oil
detectors) free), Generator etc.
Compression
Machine, 45 stations GC head space with Online Nitrogen
and 27 stations auto sampler Systematic
Automatic Capsule FTIR
Filling Machine UV
Automatic Coating spectrophotometer
Machine Dissolution apparatus
Blister Packing Stability Chambers

Machine / ALU ALU, as per ICH guidelines
Triplex with Jeckson
Camera USA
Strip Packing
Machine
Auto Cartonator with
Jeckson Camera USA

- 9

C

Where is Bafna Pharma listed?
Bafna Pharma¶s shares are listed in Bombay Stock Exchange ltd., Mumbai. (BSE
Code: 532989)
2. Where are Bafna Pharma's corporate office, factories and research centers located?
Bafna Pharma¶s corporate office is located at Chennai. The two factories are also
located in Chennai one at Madhavaram and other at Grantylon. The R&D facility is also
located at Grantylon.
3. What is the geographical spread of business?
The markets that the company serves are categorized as Exports and Domestic.
The export market is in turn categorized as µRegulated market¶ and µNon-regulated
Market or Emerging Markets¶. Bafna Pharma is present in regulated market of United
Kingdom and Emerging Markets of Asia, Africa and Australia.
The total revenue achieved by the company is Rs. 7600 lakhs in FY µ10. The company¶s
revenue from UK market is Rs. 891.3 lakhs during the year, a 700% growth compared to
the revenue from the same market in FY 09. This signifies the shift in company¶s focus
towards high margin markets. The revenue share from this market has grown from about
2% of the total sales during FY µ09 to 12% during FY µ10.
The Company plans to maintain and grow on this high margin growth trajectory.
p
4. Share of Promoter¶s holdings and share holding pattern -
.
5. Please explain the services of Bafna Pharma¶s recently launched R&D unit.
At present, the R&D unit established is focussed into development of

formulations. The key services are
ap Product development of Generics drugs specially for regulated markets like
Europe, US and Australia
ap Technical analysis of formulations
ap Product development for Domestic market
ap Dossier filing for both regulated and Non regulated markets
The company plans to hive off this unit to extend the services to other companies
and to make the division a profit center.
6. How many factories does Bafna Pharma have?

How many of them are EU - GMP, UK - MHRA, TGA Australia approved? Have
any facility obtained USFDA approval?
Company has two manufacturing facilities in Chennai one at Madhavaram and

Grantlyon.
The Madhavaram facility is earmarked to cater to the requirements of Domestic
and non - regulated markets while the Grantlyon facility caters to the exports to
regulated market.
The Grantylon facility specializes in manufacturing of Non-Betalactam products
in solid oral dosage.
The facility is accredited with EU - GMP, UK - MHRA, TGA Australia approval.
No facility is USFDA approved as of now. But the company has plans to obtain
US FDA approval also.
7. How much dividend has been paid by the company after it got listed in 2008?
The company has not paid any dividend as it plans to conserve the funds to
support the working capital and capital expenditure requirements of the fast propelled
growth.
-%' ! c

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