Profile of the Company1.1 IntroductionBafna 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.

1.2 Board of Directors: Chairman & Managing Director

MR. BAFNA MAHAVEER CHAND - Chairman and Managing Director 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.

1.3 DirectorsMr. Paras Bafna 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. Mr. V. Rajamani 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 (coordination) 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. Mr. A. Sahasranaman is a director par excellence; he is a top-level bureaucrat, a research scholar and an accomplished author. Having completed his Masters 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. Mr. R. Dwarakanathan 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. Mr. U. Sunil Bafna 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.

1.4 Technology Assets: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.

1.5 Milestones:In 1981 Bafna entered the pharmaceutical industry as a small-scale industry.

In the year 1984 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 1987 the capsule line was added to it and its capacity was 30 million capsules p.a. The liquid dosage line installed in 1990 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 1994 2000, which was subsequently taken over by M/s Ranbaxy Laboratories Ltd.

In the year 1995 Bafna was awarded the WHO GMP certification. After this our first product was registered and exported to Sri Lanka in 1995 itself. Presently around 57 products of Bafna Pharmaceuticals are registered in Sri Lanka.

In 2000 Bafna registered 3 of its products in Laos; 4 products were registered in Ukraine in the year 2006; 1 product was registered in Ghana during 2007. The registered products cover a wide therapeutic spectrum.

In 2001 a separate block was constructed within the Madhavaram factory for manufacturing Betalactam products. Bafnas Madhavaram unit is ISO: 9000 certified and presently accredited with ISO: 9001: 2008

The year 2003 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 2005.

In 2006, 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, 2006.

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 2007 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 2008, BAFNA was listed in the Bombay Stock Exchange (BSE). In 2008 Bafna received approval for manufacture and supply of SIMVASTATIN 40 mg tablets from UK, MHRA. In 2008 Bafna was involved in contract manufacturing for Johnson & Johnson ltd.

In November 2009 Bafna became the first company to launch the first brand of Olmesartan tablets in Sri Lanka - OLMEBAF.

In January 2010 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 2010 Bafna received the prestigious GOLD QUALITY

EXCELLENCE AWARD from IDMA (Indian Drug Manufacturers Association). February / March 2010 brought us approval of CLARITHROMYCIN tablets, Loperamide capsules and Paracetamol tablets by UK, MHRA. April 2010 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 2010 has seen us receiving the Good Manufacturing Practices (GMP) approval from Ethiopias 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.

1.6 VisionTo 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.

1.7 MissionTo achieve INR 5000 million by 2013 by focusing on: y Increased production and marketing of preferred prescription drugs in the global market. y Rendering increased contract-manufacturing services and dossier filing in regulated markets, semi regulated markets and RoW market y . 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.

1.8 Future Plansy To achieve a well rounded presence across the Pharma value chain. y To focus on generic product developments.

y To increase operations in regulated markets of Europe, UK, USA (ANDA) and australia y To metamorphose into a highly respectable leading global brand. y To be at the forefront of research and innovation. y To operate internationally with manufacturing facilities and offices & marketing teams based in different countries y . To undertake contract analysis and research for regulated players. y Engender new product development for the domestic market. y CTD dossier filing for regulated & semi-regulated global markets. y Strictly ensure professionalism at the core of operations.y

Engender new product development for the domestic market.

1.9 ValuesWellness beyond boundaries through y Engendering effective medicines to improve the quality of life, worldwide. y An unflinching commitment to ensuring employees safety, enhancing efforts in the arena of corporate social responsibility. y Abide by the Corporate Governance Systems & Policies. y Implementing environment friendly practices across all manufacturing facilities. y To adhere to a moral code of ethics in all business operations. y Empowering employees, driving ownership.

1.10 Management ProfileMR. BAFNA MAHAVEER CHAND - Chairman and Managing Director 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. Mr.Shyam Sundar Bharti, CEO - 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. Mr. Paras Bafna, Director aged 45 years 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.

Mr. T. Jayantha, VP- Technical, 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. Mr. R.Gopal, GM-Finance & Accounts, 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. Mr. Gopalan Sai Shankar, G.M Marketing, 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. Ms. S.Hemalatha, Senior Manager-Commercial, 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. Ms. Merlin Deepa, Senior Manager Regulatory, a PG in MSc Biochemistry, is heading Regulatory Department.

1.11 Chairman and Managing Director Statement: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, BAFNAs 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.

1.12 Corporate GovernanceCompany's Philosophy on Code of Corporate Governance Bafna Pharmas 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.

1.13Board of DirectorsThe 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:

Name of Director Mr. Bafna Mahaveer Chand Mr. Paras Bafna Mr. V. Rajamani

Position Chairman & Managing Director Whole Time Director Independent & Non Executive Director Independent & Non Executive Director Independent & Non Executive Director Independent & Non Executive Director

Mr. R. Dwarakanathan

Mr. A. Sahasranaman

Mr. U. Sunil Bafna

1.13.1 A. Audit CommitteeThe 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

The composition of the Audit Committee as on 31st March 2009 is as follows: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 Companys financial and risk management policies and looking into reasons for substantial defaults, if any, of non-payment to stakeholders.

1.13.2 B. Remuneration CommitteeThe 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.

1.13.3 The terms of reference to the said committee are as follows: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 individuals 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

1.14 General Body MeetingsIf Special F.Y. ended Date Time Venue Resolution Passed Factory at 147, Madhavaram March 31, 2008 12.00 Noon Redhills High Road, Grantlyon Village, Vadakarai Post, Chennai-600 052 No

24.09.2008

Factory at 147, Madhavaram March 31, 2009 Redhills 25.09.2009 12.00 P.M High Road, Grantlyon Village, Vadakarai Post, Chennai-600 052. No

Factory at 147, March 31, 2010 23.08.2010 12.00 P.M Madhavaram Redhills High Road, Grantlyon, Chennai 600 052. No special resolution was passed last year through postal ballot No

1.15 FinancialsFull 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.

1.15.1 Annual Report: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.

1.15.2 SEBI EDIFAR:Annual report, Quarterly Results, Shareholding Pattern etc. of the company are posted on the SEBI EDIFAR website www.sebiedifar.nic.in.

1.16 General Shareholder's InformationListing on Stock Exchange: Bombay Stock Exchange Limited. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001. Scrip code: Scrip Id: ISIN No. Depositories: 532989 / (BSE) BAFNAPHAR INE878I01014 The National Securities Depository Limited, Floor, Trade world, Kamala Mill compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Central Depository Services (India) Limited, Phiroze Jeejeebhoy towers, 17th floor, Dalal street Mumbai 400 001.

1.16.1 Investor Grievance and Share Transfer: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:

Report3.1 Introduction: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. MR. BAFNA MAHAVEER CHAND - Chairman and Managing Director 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. Mr.Shyam Sundar Bharti, CEO - 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.

Mr. Paras Bafna, Director aged 45 years 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. Mr. T. Jayantha, VP- Technical, 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. Mr. R.Gopal, GM-Finance & Accounts, 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. Mr. Gopalan Sai Shankar, G.M Marketing, 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. Ms. S.Hemalatha, Senior Manager-Commercial, 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. Ms. Merlin Deepa, Senior Manager Regulatory, a PG in MSc Biochemistry, is heading Regulatory Department

3.2 Profile about of the companyBafna 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

3.3 Article of AssociationEvery 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.

3.3.1 Constitution of the company1. The regulation contained in table A 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.

3.4 Public Limited CompanyA 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.

3.4.1 Benefits to be a Limited CompanyA limited company has following advantages: y Members' (the directors and shareholders) financial liability is limited to the amount of money they have paid for shares. y The management structure is clearly defined, which makes it easy to appoint, retire or remove directors. y If extra capital is needed, it can be raised by selling more shares privately. It is simple to admit more members. y The death, bankruptcy or withdrawal of capital by one member does not affect the company's ability to trade. y The disposal of the whole or part of the business is easily arranged. High status.

3.4.2 Drawbacks of a Limited CompanyA limited company has following disadvantages: y 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. y Can be more expensive to set up. y May need professional help to form. y As a director, you are treated as an employee and must pay tax.

y 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.

3.5 Overview of company secretaryshipA 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 companys 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 Roles and responsibilities Of Company SecretaryshipCompany 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.

3.7 Memorandum of AssociationThe 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.

3.7.1 Requirements of MOAWhile it is still necessary to file a memorandum of association to incorporate a new company, it no longer forms part of the companys 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.

3.7.2 CapacitiesThe 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.

3.8 Agenda and Minutes of the companyMinutes, 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.

3.8.1 Format of the MinutesGenerally, 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.

3.9 Statutory meetingSTATUTORY MEETING (Sec. 165) 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.

3.9.1 Statutory reportThe 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. 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. Cash received the total amount of cash received by the company in respect of all shares allotted, distinguished as aforesaid. c. 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. 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. Contracts the particulars of any contract which is to be submitted to the meeting for its approval or modification. f. Underwriting contract the extent to which any underwriting contract has not been carried out and the reasons therefore. g. Arrears of calls the arrears due on calls from every director and from the manager. h. 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.

3.9.2 Certification of reportThe 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.

3.10 Annual general meetingEvery 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 days 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.

3.11 Extraordinary general meetingExtraordinary General Meeting (Sec. 169) 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. By the board of directors on its own or on the requisition of the members; or 2. By the requisitionists themselves on the failure of the Board of directors to call the meeting.

3.11.1 Extraordinary meeting convened by the Board of directorsThe Board of directors may call an extraordinary general meeting. 1. 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. (i) Issue of right shares (ii) Increase in the remuneration of managing director, whole time director, etc. 3. 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.

3.11.2 Extraordinary meeting convened by the requisitionistsEvery 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.

3.12 Shares, dividends, share certificate and kinds of share issuedJoint 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. 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:

Cumulative preference These shares carry a right that, if the dividend cannot be paid in one year, it will be carried forward to successive years.

Ordinary 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.

Preference These shares normally carry a right that any annual dividends available for distribution will be paid preferentially on these shares before other classes.

Redeemable 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.

3.13 Issue of bonus sharesThe 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.

3.13.1 ExplanationA 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.

3.14 Role and rights of the company secretary in the organizationPursuant to section 383A of the companies Act, 1956, companies with a paidup 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.

y Is a vital link between the company and its Board of Directors, shareholders, government and regulatory authorities and all other stakeholders y Commands high position in the value chain and acts conscience seeker of the company.

y 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:

3.14.1 Corporate Secretarial Services:y Promotion, formation and incorporation of companies and matters related therewith. y Filing, registering any document including forms, returns and applications by and on behalf of the company as an authorized representative. y Co-ordinating board/general meetings and follow-up actions thereof . y All work relating to Securities and their transfer and transmission. y Custodian of corporate records, statutory books and registers.

3.14.2 Rights of the Company SecretaryThere are certain rights which are specified to the secretary by the Act, Board of directors and the general meetings of shareholders. y 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 y Right to sign documents requiring authentication by the company y Right to be indemnified for any loss suffered by him while discharging his duties y Right to receive remuneration.

3.15 Duties and responsibilities Company SecretaryThe 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.y

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.

y

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.y

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.

y

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 companys securities. He/she has to maintain relations with Stock Exchange through companys brokers and he/she is responsible for relaying information regarding the company to the market.

y

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.

y

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.

y

They are responsible for the publication of the companys annual report and accounts.

y

They have to maintain the companys register of members, deal with questions of the shareholders and transfer of share-holding etc.,

y

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.

y

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.

3.16 Duties of secretary in connection with company promotion and incorporation: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.

3.16.1 Duties at the promotion stage:y To arrange the meeting of promoters from time to time. y To attend the meetings of the promoters record the proceedings and keep the minutes of the meetings. y To ascertain from the register of the companies if the proposed name of the company is available for registration. y Where the name is approved by the registrar of the companies, he should obtain a letter of no objection from the registrar. y To arrange for the registration of the company within a period of three months from the date of letter of no objection. y To help the promoters in obtaining a letter of intent under the industries act 1951 if the companys business comes within the preview of this act. y To help the promoters in the finalization of the various preliminary contacts with vendors, underwriters, bankers, brokers, solicitors, auditors, managerial personnel etc. y To get memorandum and articles of association prepared and printed.

3.16.2 Duties at the incorporation stage:y 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. y To see that the provision of the companies act relating to incorporation of strictly complied with. y To collect the certificate of incorporation from the registrar of companies office.

3.17 Procedure for formation of the companyThe 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.

3.18 Incorporating a Company - Approval of NameThe 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.

3.19 Memorandum and ArticlesThe 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.

3.20 Certificate of IncorporationAfter 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.

3.21 Promoter, his duties and rolesPromoter: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.

3.21.1 Functions of Promoters:y The promoter settles the companys name y 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. y He arranges for the issue of prospectus.

3.21.2 Fiduciary position of a Promoter:y Not to make any profit at the expense of the company y To give benefit of negotiations to the company y Consequence of non-disclosure of interest of profit. y Not to make unfair use of position.

3.22 Appointment and Removal of company secretary3.22.1 Appointment of Company SecretaryA 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.

3.22.1 Removal of Company SecretaryThe 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.

4.1CONCLUSION

Annexure 5.1 Life at BafnaBy 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 clients 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. 5.1.1 Growth Avenues 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. 5.1.2 Equal Opportunities Employer 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.

5.1.3 Employee Development 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 companys success lies in the motivation, dedication and performance of the personnel. At BAFNA we realize that the companys 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. 5.1.4 Identifying Potential 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. 5.1.5 Leadership Development 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.

5.2 Quality PoliciesGuarantying quality assurance, reliability and effectiveness across all our product segments is both the obligation and pre-requisite at Bafna Pharmaceuticals. Our main objectives are: y Enhancing the quality and efficacy in all our medical formulations y To achieve and maintain consistency in quality. y Ensuring consistent efforts towards training and skill development of all our employees to meet GMP norms. y Committed to make Quality a way of life regardless of commercial consequences. y Assured practices and process focusing on employee safety, security and welfare. y To adopt, adhere and promote environment friendly practices and processes.

5.3 Accreditations & Awards

Indian Drug Manufacturers' Association (IDMA) Award

Received IDMA Quality Excellence Silver Award 2010 in the category of Formulation Units from Shri Ghulam Nabi Azad, Union Minister of Health & Family Welfare, Government of India.

Australian Therapeutic Goods Administration (TGA)

GMP approval from Australian Therapeutic Goods Administration (TGA)

National Level Entrepreneurship Excellence Award Mr. Bafna Mahaveer Chand, Chairman & Managing Director, has been conferred by SME with the National Level Entrepreneurship Excellence Award in the manufacturing sector by Mr. C.B. Bhave, Chairman, SEBI.

Ethiopian Drug Administration and Control Authority (DACA)

Good

Manufacturing

Practices

(GMP)

approval

from

Ethiopias

Drug

Administration and Control Authority (DACA).

Indian Drug Manufacturers' Association

Quality Excellence Award 2009 Gold Award In the Category of formulation units.

Medicines and Health care Products Regulatory Agency (MHRA)

UK MHRA Certificate

Certificate of Registration ISO 9001:2008

Factory Outlook of BAFNA PHARMACEUTICALS LTD

Manufacture of Pharmaceutical Formulations

Certificate of Recognition Export House

Government of India Ministry of Commerce & Industry Office of the Zonal Joint Director General of Foreign Trade

5.4 Operational OverviewFormulationsBafna 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.

5.4.1Regulated MarketsTailor 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 NonBetalactam 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.

5.4.2 Emerging MarketsBafna 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.

5.4.3 Domestic MarketBafna 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.

5.5 BrandscapeWith 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, COBA