You are here » Home » Companies » Company Overview » Beta Drugs Ltd

Beta Drugs Ltd.

BSE: 535022 Sector: Health care
NSE: BETA ISIN Code: INE351Y01019
BSE 05:30 | 01 Jan Beta Drugs Ltd
NSE 00:00 | 24 Jun 609.70 -0.85
(-0.14%)
OPEN

657.50

HIGH

657.50

LOW

605.30

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Beta Drugs Ltd. (BETA) - Director Report

Company director report

To

The Members of BETA DRUGS LIMITED

Your Directors take pleasure in presenting the 16thAnnualReport of the Company together with the Audited Accounts for the financial year ended on31st March 2021. The Management Discussion and Analysis has also beenincorporated in this report.

FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

STANDALONE CONSOLIDATED
PARTICULARS YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020
Revenue from Operations 794564118.69 653197635.25 1161219137.19 908056577.13
Other Income 6112387.36 4165267.78 4977593.92 4104848.78
Total Revenue 800676506.05 657362903.03 1166196731.11 912161425.91
Less: Other expenses excluding depreciation 649191217.28 542087993.73 937951791.00 754856453.05
Less: Depreciation & Preliminary expenses written off 52674004.01 25771672.80 68736201.42 37588135.19
Profit / (loss) before Taxation 98811284.76 89503236.50 159508732.69 119716837.67
Less : Provision for Taxation
Current Tax 33023449.66 17198505.25 47075840.42 25076415.83
Deferred Tax -3989920.45 1305353.98 -4811646.39 489247.37
Profit/ (loss) after Taxation 69777755.55 70999377.27 117244538.66 94151174.47

DIVIDEND:

The Board of Directors has not recommended any dividend for the year.

TRANSFER TO RESERVE:

Profit of Rs. 69777755.55 was transferred to surplus a/c.

REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

During the year your Company has emerged as one of the fastest growingcompany in the Oncology product segment which has contributed to significant increase inthe profitability of the company.

STANDALONE:

During the year Revenue of the Company increased by 21.80% i.e. fromRs. 6573.62 lakhs to Rs 8006.76 lakhs. Profit before tax increased by 10.40% i.e. from Rs.895.03 lakhs to Rs.988.11lakhs. Profit after tax is Rs. 697.77lakhs.

CONSOLIDATED:

The Consolidated Financial Statements of the Company have been preparedas per Accounting Standard of the Institute of Chartered Accountants of India. During theyear Company's consolidated Revenue increased by 27.85% i.e. from Rs. 9121.61 lakhsto Rs.11661.96 lakhs. Profit before tax increased by 33.23% i.e. from Rs. 1197.17 lakhs toRs.1595.08 lakhs. Profit after tax increased by 24.53% i.e. from Rs.941.51 lakhs toRs.1172.44 lakhs.

CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business.

MATERIAL CHANGES:

There are no Material change occurred between the end of the financialyear of the company to which the financial statements related and the date of the reportwhich is affecting the financial position of the company.

LISTING:

The Equity Shares of the Company are listed on SME Platform of NationalStock Exchange of India Limited (NSE Emerge). The Company is regular in payment of AnnualListing Fees. The Company has paid Listing fees up to the year 2021-22.

SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

Company has following Subsidiary Companies:-

Beta Ubk International Private Limited subsidiary inUzbekistan having works & registered office at: 27 Alimkent Street YashnobodDistrict Tashkent City Uzbekistan with 60% Shareholding. Business: Manufacturingof Oncology Products.

Adley Formulations Private Limited a wholly ownedsubsidiary of Beta Drugs Limited having Registered office at SCO-184 Sector-5Panchkula-134114 & Works at Kotla Barotiwala Distt Solan Himachal Pradesh with100% Shareholding Business: Manufacturing & Trading of Oncology Products

Adley Lab Limiteda wholly owned subsidiary of Beta DrugsLimited having Registered office & Works at D-27 Focal Point Derabassi-140507 (SASNagar Mohali) with 100% Shareholding Business: Manufacturing of OncologyAPI A statement containing the salient feature of the financial statement of Subsidiarycompany under the first proviso to sub-section (3) of section 129 in form AOC - 1 isappended as Annexure 6 The Company is not having any other Joint Venture orAssociate Company.

PERFORMANCE OF SUBSIDIARY COMPANIES:

Beta Ubk International Private Limited is engaged primarily in manufacturingof Oncology Products. Since the plant is still not operational and the company has nocommercial activity till March 2021 therefore no sales happened so far during the periodApril 1 2020 to March 31 2021.

Adley Formulations Private Limited is engaged primarily in Manufacturing& Trading of Oncology Products. During the period under review AdleyFormulations Private Limited achieved a turnover of Rs 3163.19 lakhs with aprofitability of Rs 251.41 lakhs.

Adley Lab Limited is engaged in manufacturing ofOncology API. During the period under review Adley Lab Limited achieved aturnover of Rs 2062.28 lakhs with a profitability of Rs 223.25 lakhs.Therefore Adley Formulations Private Limited and Adley Lab Limited played asignificant role toward the increase in the overall profitability of the company.

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year the financial statement or report was not revised.Hence further details are not applicable.

INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review there is no change in the authorized Sharecapital of the company.

ALLOTMENT OF SHARES:

During the financial year 2020-21 the Company has not allotted anyshares

DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in demat mode.

DEPOSITORY SYSTEM:

As the Members are aware your Company's shares are trade-ablecompulsorily in electronic form and your Company has established connectivity with bothNational Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL). In view of the numerous advantages offered by the depository system themembers are requested to avail the facility of dematerialization of the Company'sshares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE351Y01019.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act 2013Mrs. Seema Chopra (DIN: 08510586) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered herself to be re-appointedas Directors of the Company.

The Board recommends the re-appointment of Mrs. Seema Chopra (DIN:08510586) as Director of the Company liable to retire by rotation.

During the year under review Mr. Vijay Kumar Batra Chairman cumManaging Director of the company left us for heavenly abode on 23rd January2021. He contributed immensely towards building this company since its inception. He was avisionary and businessman par excellence. He had foreseen the scope in a niche segmentlike Oncology and laid the foundation of Indian Pharma Multinational in Oncology segment.The Board of Directors in their meeting held on 27th January 2021 has promotedand appointed Mr. Rahul Batra (DIN:02229234) and Mr. Varun Batra (DIN: 02148383) WholeTime Directors of the company to the position of Chairman cum Managing Director and JointManaging Director respectively further subject to the approval of shareholders in the 16thAnnualGeneral Meeting to be held on 30thSeptember 2021. Further during the yearunder review Mr. Jayant Kumar Chief Financial Officer (CFO) of the company has resignedfrom the post of CFO w.e.f. 4th March 2021 and in his place Mr. Nipun Arorawas appointed as Chief Financial Officer of the company (CFO) w.e.f. 5th March2021. Brief profile of the directors seeking appointment/re-appointment and other detailsincluding remuneration etc has been given in the explanatory statement of the notice ofthe ensuing AGM.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed:

1. that in the preparation of the annual accounts the applicableIndian accounting standards had been followed along with proper explanation relating tomaterial departures;

2. that the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;

3. that the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. that the Directors had prepared the annual accounts on a goingconcern basis; and

5. that the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. 6. that the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. In a separate meeting of independent directors performanceof non-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. Performance evaluation of independent directors was done by theentire board excluding the independent director being evaluated.

NUMBER OF MEETINGS OF BOARD:

During the FY 2020-21 the Board of Directors met nine times viz. 28thMay202017thJune 2020 6th July2020 31st August 2020 24thSeptember 2020 19th October 2020 18th January 202127thJanuary 2021 & 5th March 2021.

Name of the Director Number of Board Meetings Attended
Vijay Kumar Batra 7
Rahul Batra 9
Varun Batra 9
Balwant Singh 9
Rohit Parti 9
Manmohan Khanna 9
Seema Chopra 9

Last Annual General Meeting of the company was held on 30thSeptember 2020. During the Financial year 2020-21 no Extraordinary General Meeting washeld.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each IndependentDirector/s under section 149(7) of the Companies Act 2013 that they meets the criteria ofIndependence laid down in section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Independent Directorshave complied with the Code for Independent Directors prescribed in Schedule IV to theCompanies Act 2013.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEATEQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year the Company has not issued any equity shares withdifferential voting rights or sweat equity shares or shares under employee stock optionscheme. Hence disclosure regarding the same is not given.

AUDITORS' REPORT:

M/s Kalra Rai & Associates Chartered Accountants Chandigarh FirmRegistration Number 008859N have issued their Report (Standalone &Consolidated) for the financial year ended on March 31 2021 forms part of this AnnualReport and the same does not contain any qualification reservation or adverse remarkhence no explanation or comments of the Board is required in this matter. There have beenno instances of fraud reported by the Auditors under Section 143(12) of the Companies Act2013.

COMMENTS ON AUDITOR'S REPORT:

The notes referred to in the Auditor Report are self-explanatory andthey do not call for any further explanation as required under section 134 of theCompanies Act 2013.

COST AUDITOR:

The Board of Directors of your Company has appointed M/s Charu Jindal& Company Cost Accountants Dehradun as Cost Auditors to conduct audit of the CostRecords for Financial Year to be ended on March 31 2022.

COST RECORDS:

The Central Government has prescribed the maintenance of cost recordsunder section 148(1) of the act for the goods supplied by the Company. The Company hadmaintained proper cost records. Cost Audit Report for the financial year 2020-21 is beingfiled.

INTERNAL AUDITOR:

The Board of Directors of your company has appointed M/s SrivastavaV.K. & Associates Chartered Accountants Chandigarh as Internal Auditors to conductInternal audit for Financial Year to be ended on March 31 2022.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Dinesh Bhandari Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-2".

COMPANY REPLY TO THE SECRETARIAL AUDITOR QUALIFICATION:

Qualification Company Reply
1 Section 178 (1) of Companies Act 2013 requires Composition of Nomination and remuneration committee of 3 or more non- executive director whereas Company has only 2 non-executive directors in the Committee. Similarly pursuant to provisions of Section 152(6) (a) of Companies Act 2013 not less than 2/3rd of total number of directors (total 4 directors excluding independent Director) of Public Company shall be persons whose period of office is liable to determination by retirement of directors by rotation whereas Company is having only 2 Non Rotational Directors (Managing Director) and 2 Rotational Directors as on 31.3.2021 and company require minimum 3 Rotational Directors. The company is in the process of finding suitable candidate and fill the vacancy of non-executive director at the earliest possible. Due to the sad demise of Mr. Vijay Batra on 23rd January 2021 Mr. Rahul Batra & Mr. Varun Batra whole time directors of our company was promoted to the position of Managing Director/ Joint Managing Director respectively. As per article of Association of the company Managing directors are not liable to retire by rotation therefore after their promotion there is a shortfall of directors liable to retire by rotation w.e.f 23.01.2021. Now in the ensuing AGM company has put the item for the approval of the shareholders for amendment of Article of Association in which the Managing Director or Managing Directors whole-time Director or whole-time Directors so appointed shall be liable to retire by rotation. Therefore the requirement of number of directors liable to retire by rotation under Section 152(6) (a) of Companies Act 2013 will be fulfilled.
2 It is also further drawn to your attention that on account of vacancy caused by resignation of one independent director w.e.f. 22.02.2019 there was a shortfall of one independent Director upto 23.1.2021 required u/s 149(4) of the Companies Act 2013 as per strength of Board of Directors of Company upto 23.1.2021. Since the company has not found any suitable therefore there was a shortfall of one independent Director upto 23.1.2021. But after the sad demise of Mr. Vijay Kumar Batra on 23rd January 2021 the need of appointing one more independent director on the board of directors of the company as per section 149(4) of the Companies Act 2013 is no more required.
3 Clause 33(3)(d) of LODR- submission of non consolidated annual audited financial results as at 31.3.2021 to Stock Exchange with respect to one non operative foreign subsidiary viz. Beta UBK International Pvt. Ltd. Compliance required u/s 129 136 and other relevant provisions of Companies Act 2013 with respect to (non-operative) foreign subsidiary viz. Beta UBK International Pvt. Ltd not made inter-alia Consolidation of Annual Audited Financial Statements as at 31.3.2021 Standalone financial statements as at 31.3.2021 / Statement containing salient features thereof required not attached with annual report. Annual performance report (APR) form not filed for calendar year 2020 to Reserve bank of India thru authorized dealer bank for audited financial statements of Beta UBK International Pvt. Ltd overseas subsidiary of Company. Since the plant is still not operational and the company has no commercial activity till March 2021 therefore company has not consolidated the accounts of foreign subsidiary. There is no much impact on the consolidated financial statements of the company. Company is in the process of filing the Annual Performance report.
4. Cumulative Unspent CSR amount of Rs. 1079220.30 remaining in the books as per 2nd proviso of Section 134 (5) of Companies Act 2013.
Financial year Amount remaining to be spent
1. 2018-19 531495.00
2. 2019-20 547725.30
3. 2020-21 Nil
Total = 1079220.30
The company has spent Rs 2171255 during the financial year 2020-21. Whereas the company was required to spend an amount of Rs 1738358 during the financial year 20-21 calculated on the basis of the average net profit of three preceding Financial Years. Therefore the company has spent the full obligation of CSR for the FY 2020-21 and also spent part unspent amount of Rs 432897 for the CSR obligation outstanding for the FY 2018-19. Since the amendment provisions made under section 134 (5)of the Companies Act 2013 applicable w.e.f. 22.01.2021 are prospective in nature and not applicable to the unspent CSR amount of Rs 1079220.30 for the period prior to amendment. Further due to the long term & world wide impact of COVID-19 pandemic & also its impact on the operations and financial positions of the company sudden demise of the main promoter of the company balance unspent amount could not be spent during the FY 2020-21. However the company has fully spent the unspent CSR amount by the month of May 21 for COVID-19 Project.

INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controlscommensurate with the size scale and complexity of its operations. This ensures that alltransactions are authorized recorded and reported correctly and assets are safeguardedand protected against loss from unauthorized use or disposition. In addition there areoperational controls and fraud risk controls covering the entire spectrum of internalfinancial controls. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the audit committee of the Board and to the Chairmanand Managing Director. The Internal Audit department monitors and evaluate the efficiencyand adequacy of the internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal audit functions process owner undertake corrective actions in theirrespective areas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has internal Auditors and the Audit Committee constitutedare in place to take care of the same. During the year the Company continued to implementtheir suggestions and recommendations to improve the control environment. Their scope ofwork includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act2013 and Rules made there under the Board of Director constituted the Audit Committee.During the year under review the Board of Directors has reconstituted the committee &the composition of the committee is as follows:-

1. Mr. Manmohan Khanna Member (Chairman w.e.f. 24.09.2020)
2. Mr. Rohit Parti Chairman ( member w.e.f. 24.09.2020)
3. Mr. Vijay Kumar Batra Member(ceased w.e.f. 27.01.2021)
4. Mr. Rahul Batra Member (Appointed w.e.f. 27.01.2021)

During the year Audit Committee has met four times details of the sameare as follows:

Date of Meeting Strength of Committee No. of Members Present
1. 6th May 2020 3 3
2. 28thMay 2020 3 3
3. 31st August 2020 3 3
4. 19thOctober 2020 3 3

The term of references of audit committee are to recommend forappointment of statutory auditor approve related party transactions examination offinancial statements and auditor's report scrutinize inter corporate loans andinvestments evaluation of internal financial control and risk management review andmonitor auditors independence and performance and effectiveness of audit process.

NOMINATION & REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act2013 and Rules made there under the Board of Director constituted the Nomination andRemuneration Committee. During the year under review the Board of Directors hasreconstituted the committee & the composition of the committee is as follows:-

1. Mr. Manmohan Khanna Member (Chairman w.e.f. 24.09.2020)
2. Mr. Rohit Parti Chairman ( member w.e.f. 24.09.2020)
3. Mr. Vijay Kumar Batra Member(ceased w.e.f. 27.01.2021)
4. Mr. Rahul Batra Member (Appointed w.e.f. 27.01.2021)

During the year three meeting of the nomination and remunerationcommittee was held. Details of the Meeting are as follows:

Date of Meeting Strength of Committee No. of Members Present
1. 31st August 2020 3 3
2. 19th October 2020 3 3
3. 27th January2021 2 2
4. 5th March 2021 3 3

Remuneration Policy: Website link:- http://www.betadrugslimited.com

(a) Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company isrecommended by the Nomination and Remuneration Committee of the Company and then Board ofthe Company approve in their duly held meeting. The remuneration of executive directorsare decided by considering various criteria like qualification experienceresponsibilities value addition to the Company and financial position of the Company.Board is taking permission of the members if required at any time for paying remunerationto executive directors.

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independentdirectors of the Company except sitting fees of Rs 1000/- per meeting.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

As required under the provisions of section 178 of the Companies Act2013 and Rules made there under the Board of Director constituted the StakeholdersRelationship Committee. During the year under review the Board of Directors hasreconstituted the committee & the composition of the committee is as follows:-

1. Mr. Manmohan Khanna Member (Chairman w.e.f. 24.09.2020)
2. Mr. Rohit Parti Chairman ( member w.e.f. 24.09.2020)
3. Mr. Vijay Kumar Batra Member(ceased w.e.f. 27.01.2021)
4. Mr. Rahul Batra Member (Appointed w.e.f. 27.01.2021)

The Company has not received any complaints during the year. There wasno valid request for transfer of shares pending as on 31st March 2021.Mrs.Rajni BrarCompany Secretary is the Compliance Officer for the above purpose. During the year onemeeting of the Stakeholders Relationship Committee was held. Details of the Meeting are asfollows:

Date of Meeting Strength of Committee No. of Members Present
1. 28th May 2020 3 3
2. 31stAugust 2020 3 3

POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of theSecurities Exchange Board of India (Listing obligations and

Disclosure Requirements) Regulations 2015 ("Regulations") onPreservation of the Documents to ensure safe keeping of the records and safeguard theDocuments from getting manhandled while at the same time avoiding superfluous inventoryof Documents.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provideappropriate Avenues to the employees to bring to the attention of the management theconcerns about any unethical behaviour by using the mechanism provided in the Policy. Incases related to financial irregularities including fraud or suspected fraud theemployees may directly approach the Chairman of the Audit Committee of the Company. Nodirector or employee has been denied access to the Audit Committee.

The Policy provides that no adverse action shall be taken orrecommended against any employee in retaliation to his/her disclosure if any in goodfaith of any unethical and improper practices or alleged wrongful conduct. This Policyprotects such employees from unfair or prejudicial treatment by anyone in the Company. Thesame is available on the Company's Web www.betadrugslimited.com.

POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of theRegulation 30 of Securities and Exchange Board of India(Listing Obligations and DisclosureRequirements) Regulations 2015 (Regulations).The objective of the Policy is to determinemateriality of events or information of the Company and to ensure that such information isadequately disseminated in pursuance with the Regulations and to provide an overallgovernance framework for such determination of materiality.

RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as our Company is not falling in theapplicability criteria prescribed as mentioned in the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. Hence the company has not developed andimplemented any risk management policy/plan but the Company has adequate internal controlsystems and procedures to combat the risk.

VIGIL MECHANISM:

It may please be noted that as our Company is not falling in theapplicability criteria prescribed as mentioned in the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. Hence there is no vigil mechanism in thecompany.

CODE OF BUSINESS CONDUCT AND ETHICS:

Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations 1992 read with SEBI (Prohibition of Insider Trading) Regulations 2015 asamended from time to time the code of Internal Procedures and code for prevention ofinsider trading ("Code of Conduct") as approved by the Board from time to timeare in force by the Company. The objective of this Code of Conduct is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees.

The Company also adopts the concept of Trading Window Closure toprevent its Directors Officers designated employees and other employees from trading inthe securities of Beta Drugs Limited at the time when there is unpublished price sensitiveinformation.

The COC is available on the website of the Companywww.betadrugslimited.com and the Directors and senior management personnel's of thecompany has complied with the code of conduct.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013: The company has a policy and itprovides for protection against sexual harassment of woman at work place and forprevention and redressal of such complaints. The Company has zero tolerance on SexualHarassment at workplace. During the year under review no complaints were received againstthe sexual harassment at workplace. The Complaint Committee for Redressal of SexualHarassment consists of the following members:

1. Mrs. Rajni Brar Company Secretary Presiding Officer
2. Mrs. Salita Chauhan Sr. Executive H.R. Member
3. Mr. Rajesh Kumar Mishra Manager Production Member
4. Mr. Saurabh Verma Advocate Member

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.

The Company's shareholders may refer the Company's websitefor the detailed Nomination & Remuneration Policy of the Company on the appointmentand remuneration of Directors including criteria for determining qualifications positiveattributes independence of a Director; and other matters provided under sub-section (3)of section 178.

The Company's remuneration policy is directed towards rewardingperformance based on review of achievements periodically. The remuneration policy is inconsonance with the existing industry practice.

ANALYSIS OF REMUNERATION:

The details of remuneration paid to Directors and Key ManagerialPersonnel is given in extract of Annual Return attached with this report.Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013read with Companies (appointment and Remuneration of managerial personnel) Rules 2014 aregiven as follows:

1) The percentage increase in Remuneration of each Director ChiefFinancial Officer and Company Secretary in the financial year 2020-21 and ratio ofremuneration of each key managerial personnel (KMP) against the performance are as under:-2)

Name of Director/KMP and Designation Remuneration of Director/KMP for the Financial Year 2020-21 (In Rs.) %age Increase in Remuneration for the Financial Year 2020-21 Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. Vijay Kumar Batra Chairman cum Managing Director (deceased w.e.f 23.07.2021) NIL NIL NIL
2. Mr. Varun Batra Whole Time Director 6415000* 25.78% 30.60
3. Mr. Rahul Batra Whole Time Director 6415000* 25.78% 30.60
4. Mr. Balwant Singh Whole Time Director 1835910 6.34% 8.75
5. Mrs. Seema Chopra Whole time Director 576595 59.54% 2.75
6. Mr. Manmohan Khanna Independent Director NIL NIL NIL
7. Mr. Rohit Parti Independent Director NIL NIL NIL
8. Mrs. Rajni Brar Company Secretary 663370 0.51% 3.16
9. Mr. Jayant Kumar CFO (resigned w.e.f. 4thMarch 2021 close of business hour) 1150604 4.25% 5.48
10. Mr. Nipun Arora CFO (w.e.f. 05th March 2021) 175000 NIL 0.83

2) The Median Remuneration of Employees of the Company during thefinancial year 2020-21 was Rs.209616/-

3) There was a increase of 0.62% in median remuneration of employeesduring the financial year.

4) The number of permanent employees on the rolls of the Company is 243for the year ended March 31 2021.

5) There was an increase of 21.31% in salaries of employees other thanthe managerial personnel during the financial year 2020-21 while the increase in theremuneration of managerial personnel was 22.50%. The aggregate limit of remuneration ofmanagerial personnel was reviewed and revised keeping in view the need for leveragingexperience and expertise as well as rewarding talent and the prevailing trend in theindustry. Therefore increase in the managerial remuneration is justified.

6) It is affirmed that remuneration paid during the year ended March31st 2021 is as per the Remuneration Policy of the Company.

*During the year under review due to outbreak of COVID-19 Mr. RahulBatra & Mr. Varun Batra Whole time directors of the company had not withdrawn anyremuneration in the month of April 2020 &in May2020 they withdrawn remuneration ofRs 415000p.m. respectively in place of monthly salary of Rs 600000/- p.m.respectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limitsprescribed under section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

REGULATORY ORDERS:

During the year there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.

CSR COMMITTEE:

As required under the provisions of section 135 of the Companies Act2013 and Rules made there under the Board of Director constituted the StakeholdersRelationship Committee.

During the year under review the Board of Directors has reconstitutedthe committee& the composition of the committee is as follows:- details as follows:-

1. Mr. Vijay Kumar Batra Chairman (ceased w.e.f. 27.01.2021)
2. Mr. Rahul Batra Member (Chairman w.e.f. 27.01.2021)
3. Mr. Varun Batra Member (appointed w.e.f. 27.01.2021)
4. Mr. Rohit Parti Member

During the year two meeting of the Corporate Social ResponsibilityCommittee was held. Details of the Meeting are as follows:

Date of Meeting Strength of Committee No. of Members Present
1. 25thAugust 2020 3 3
1. 2nd January2021 3 3

The Committee has been entrusted with the responsibility of formulatingand recommending to the Board a Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken by the Company recommending the amount to bespent on CSR activities and monitoring the implementation of the framework of the CSRPolicy.

The Company has provided for the corporate social responsibility as perSection 135 of the Companies Act 2013 i.e. Rs. 1738358 during the year being 2%of the average net profits for the immediately preceding three Financial Years. The totalamount to be spent during the year was Rs. 3250475.30 including the amountunspent carried forward from previous year. The actual amount spent during the financialyear was Rs. 2171255 on eligible projects/ activities approved by the Board onthe recommendation of the CSR Committee and amount of Rs. 1079220.30remainunspent for the year under review. Brief particulars of the CSR projects undertaken aregiven in Annexure 3 forming part of the Board's Report.

DETAILS ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014.

(A)CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy The Company accords high priority to conservation of energy. However there are no specific steps taken in this regard.
(ii) the steps taken by the company for utilizing alternate sources of energy The Company is not utilizing alternate sources of energy.
(iii) the capital investment on energy conservation equipments NIL

(A) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) The Company has not imported any technology during the year. Hence there are no details to be furnished under this clause.
(a) the details of technology imported;
(b)the year of import;
(c )whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development There are no expenditure incurred on Research and Development by the Company.

(B) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the yearand the Foreign Exchange outgo during the year in terms of actual outflows are givenbelow:

Particulars Amt. as on 31.3.2021 Amt. as on 31.3.2020
Earnings in Foreign Exchange 118423042.58 32459138.85
Foreign Exchange Outgo 2563534.50 6003130.21

INTERNAL FINANCIAL CONTROL:

The Company has a well placed proper and adequate internal financialcontrol system which ensures that all the assets are safeguarded and protected and thatthe transactions are authorized recorded and reported correctly. The internal audit coversa wide variety of operational matters and ensures compliance with specific standard withregards to availability and suitability of policies and procedures. During the year noreportable material weakness in the design or operation were observed. The Directors haslaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and have been operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERALMEETINGS:

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board meetings and Annual General Meetings.

DEPOSITS:

The Company has not invited/ accepted any deposits from the publicduring the year ended March 31 2021. There were no unclaimed or unpaid deposits as on March31 2021. No unsecured loan has been received from the Directors of the company.

CORPORATE GOVERNANCE:

It may please be noted that as our Company is not falling in theapplicability criteria prescribed as mentioned in the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

Hence the Report on Corporate Governance is not forming part of theDirectors' Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF).

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a)of the Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule12 of Companies (Management & Administration) Rules 2014 is attached as Annexure-4forming part of the Board's Report. The same is also available on the Company'swebsite at www.betadrugslimited.com.

PARTICULARS OF LOANS INVESTMENTS OR GUARANTEES UNDER SECTION 186 OFTHE COMPANIES ACT 2013:

Company has provided the following loans investments or guaranteesunder section 186 of the Companies Act 2013 as on 31st March 2021:-

PARTICULARS During the financial year 2020-21 Amount as on 31st March 2021
LOANS GIVEN BY COMPANY
LOAN TO ADLEY LAB LIMITED (Wholly-owned Subsidiary) Nil 14357915.00
LOAN TO ADLEY FORMULATIONS PRIVATE LIMITED (AFPL) (Wholly-owned Subsidiary) Nil 11394883.00
TOTAL Nil 25752798.00
INVESTMENTS MADE BY COMPANY
INVESTMENT IN BETA UBK INTERNATIONAL PVT. LTD. 4269312.87 7789905.49
INVESTMENT IN ADLEY FORMULATION PVT. LTD. Nil 12600000.00
INVESTMENT IN ADLEY LAB LTD. Nil 45040000.00
TOTAL 4269312.87 65429905.49
GUARANTEES GIVEN BY COMPANY
GUARANTEE GIVEN FOR WORKING CAPITAL LIMIT OF ADLEY FORMULATIONS PRIVATE LIMITED
(Wholly-owned Subsidiary) Nil 55500000.00
GUARANTEE GIVEN TO ICICI BANK FOR LOAN TAKEN BY ADLEY FORMULATIONS PRIVATE LIMITED
(Wholly-owned Subsidiary) Nil 48529011.00
GUARANTEE GIVEN TO SIDBI FOR WORKING CAPITAL CREDIT FACILITY TAKEN BY ADLEY LAB
LIMITED (Wholly-owned Subsidiary) 3700000.00 3700000.00
TOTAL 3700000.00 107729011.00

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso FormNo. AOC -2 given below:

Related Party Transactions:

Particulars of contracts or arrangements with related parties referredto in sub-section (1) of section 188 in the form AOC-2:

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course ofbusiness. Information Pursuant to clause (h) of sub-section (3) of section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014:

1. Details of contracts or arrangements or transactions not atArm's length basis.

Particulars Details
Name (s) of the related party & nature of relationship NIL
Nature of contracts/arrangements/transaction -
Duration of the contracts/arrangements/transaction -
Salient terms of the contracts or arrangements or transaction including the value if any -
Justification for entering into such contracts or arrangements or transactions' -
Date of approval by the Board -
Amount paid as advances if any -
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 -

2. Details of material contracts or arrangements or transactions atArm's length basis.

Particulars Name of the company
1 Name (s) of the 'elated party & nature of 'elationship Adley Lab Limited (wholly owned subsidiary) Adley Formulations Private Limited (wholly owned subsidiary) BT Associates Pvt Ltd. Rishi Herbal Products
2 Nature of contracts/Arrangements /transaction ) Purchase of Goods: Rs 114778350.00 i)lnterest received on unsecured loan: Rs 1795042.00 )Sale of Goods: Rs 958468.77 ii) Purchase of Goods: Rs 14930659.00 iii) Unsecured Loan repaid by subsidiary: Rs 3200000.00 iv) Interest received on Unsecured Loan :Rs 1343894.00 Payment of Building Rent-Rs 3119736 (i) Sale of Goods: Rs 886598.47 (ii) Purchase of Goods: 420280.00
3 Duration of the contracts/Arrangem ents /transaction Regular Regular 3 Years Regular
4 Salient terms of the contracts or arrangements or transaction including the value if any Transactions are at Arm's ength basis and in the ordinary course of business Transactions are at Arm's ength basis and in the ordinary course of business Transactions are at Arm's length basis and in the ordinary course of business Transactions are at Arm's length basis andl in the ordinary course of business
5 Date of approval by the Board 2S:h May 2020 2S:h May 2020 28* May 2020 28th May 2020
6 Amount paid as- advances if any - - -

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis Report is given in Annexure- 5.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation forsignificant contribution made by the employees at all the levels through their dedicationhard work and commitment thereby enabling the Company to boost its performance during theyear under report.

Your Directors also take this opportunity to place on record thevaluable co-operation and continuous support extended by its valued business associatesPracticing Company Secretary Auditors Supplier Customers Banks / FinancialInstitutions Government authorities and the shareholders for their continuously reposedconfidence in the Company and look forward to having the same support in all its futureendeavors.

Dated: 31.08.2021 By Order of the Board of Directors
Place: Panchkula sd/-
Rahul Batra
Chairman & Managing Director
(DIN: 02229234)

.