Company's Philosophy on Code of Corporate Governance

Bafna Pharmaceuticals Limited believes in professionalism of management, transparency and sound business ethics. It emphasizes the need for full transparency and accountability and conducting its business in a highly professional and ethical manner, thereby enhancing trust and confidence of all its stakeholders and encouraging their wide participation.

Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company has always been committed to the principles of good Corporate Governance. The Company’s philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders.

Board of Directors

The Company has an optimum combination of Executive and Non-Executive Directors on its Board. the Board comprises of Seven (7) Directors, including Two (2) Whole Time Directors, Two (2) Non-Executive Directors and Three (3) Independent Directors. The details of the Board of Directors of the Company is as follows:

The names and category of Directors are given below:

Audit Committee

The Audit Committee of the Company is constituted in accordance with the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Committee comprises of Three (3) Directors consisting of Two (2) Independent Director and One (1) Non-Executive Director. The Composition of the Audit Committee is as follows.

The terms of reference and powers of the Audit Committee include those prescribed under Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II of the SEBI (LODR) Regulations, 2015.

Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted in accordance with the Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015. The Committee comprised of Three (3) Directors consisting of Two (2) Independent Director and One (1) Non-Executive Director. The Composition of the Nomination & Remuneration Committee is as follows:

The terms of reference and powers of the Nomination & Remuneration Committee include those prescribed under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015.

Stakeholders Relationship Committee:
The Stakeholders Relationship Committee of the Company is constituted in accordance with the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015. The Committee comprises of Three (3) Directors consisting of One (1) Independent Director, One (1) Non-Executive Director and One (1) Whole-Time Director. The Composition of Stakeholders Relationship Committee is as follows:

The functioning and terms of reference of the Committee are as prescribed and in due compliance with the Regulation 20 of SEBI (LODR) Regulations, 2015 as well as Section 178 of the Companies Act, 2013.

Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee of the Company is constituted in accordance with the Section 135 of the Companies Act, 2013. The Committee comprises of Three (3) Directors consisting of One (1) Independent Director, One (1) Non-Executive Director and One (1) Whole-Time Director. The Composition of the Corporate Social Responsibility Committee is as follows: