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.

Board of Directors

The Board comprises 6 Directors, out of which 1 is Executive Director, 2 are Non- Executive Directors (Non-Independent) and 3 Non-Executive Directors ( Independent).

The names and category of Directors are given below:

Independent Directors

• Mr. B Kamlesh Kumar
• Mr. P K Sundaresan
• Mrs. Ravichandran Chitra

APPOINTMENT LETTERS TO INDEPENDENT DIRECTORS

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Audit Committee

The terms of reference of the Audit Committee cover the matters specified under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 . The constitution of Audit Committee also meets with the requirements under Section 177 of the Companies Act, 2013.

The composition of the Audit Committee with effect from 12.11.2020 is as follows:

The role of the audit committee shall include the following:

• Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

• (a) Matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
• (b) Changes, if any, in accounting policies and practices and reasons for the same;
• (c) Major accounting entries involving estimates based on the exercise of judgment by management;
• (d) Significant adjustments made in the financial statements arising out of audit findings;
• (e) Compliance with listing and other legal requirements relating to financial statements;
• (f) Disclosure of any related party transactions;
• (g) Modified opinion(s) in the draft audit report;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process
• Approval or any subsequent modification of transactions of the listed entity with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the listed entity, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the whistle blower mechanism;
• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the audit committee.