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Vaishali Pharma Ltd.

BSE: 535000 Sector: Others
NSE: VAISHALI ISIN Code: INE972X01014
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Vaishali Pharma Ltd. (VAISHALI) - Director Report

Company director report

To

The Members

Vaishali Pharma Limited

The Board of Directors of your Company take great pleasure in presenting the 13thAnnual Report on the business and operations of the Company together with the Audited

Financial Statements for the year ended 31st March 2020.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March 2020is summarized below:

Particulars Current year Previous Year*
Amount (in INR) Amount (in INR)
31.03.2020 31.03.2019
Income from Business Operations 600856905 750909731
Other Income 21725802 19822600
Total Income 622582707 770732331
Less: Expenses 621791654 759407724
Pro t/(Loss) Before Tax 791053 11324607
Less: Current Tax 566000 4000000
Less: Adjustment of prior periods tax - 500000
Less: Deferred Tax (credit)/charge (102790) (311011)
Net Pro t/(Loss) After Tax 327843 7135619

* Figures have been regrouped and reclassi ed wherever required

STATE OF COMPANY'S FINANCIAL AFFAIRS:

During the year under review the revenue earned by the Company was Rs. 622582707/-for current year as compared to Rs.770732331/- in previous year. The expenditureincurred during the year was Rs.621791654/- as against the amount of Rs.759407724/-during the previous year. The Company recorded a Net Pro t after tax of Rs.327843/- ascompared to the previous year of Rs.7135619/-. Your Directors are hopeful to improve thegrowth rate in turnover. The Board has taken all necessary steps to expand its activities.

NATURE OF BUSINESS:

The Company is into pharmaceutical business mainly dealing in Active PharmaceuticalIngredient pharmaceutical formulations surgical products veterinary supplementsoperating in domestic and export markets.

The success of the Company depends significantly on ability to commercialize newpharmaceutical products in India and across various markets around the world.

COVID 19

The COVID-19 pandemic has intensi ed into a global crisis driving the nation toenforce lock-down of all economic activity for the last few months. The Company hasadhered to all recommended precautions/guidelines in its operations which includessanitization and hygiene providing work from home facility to all employees maximizingaudio & video-conferencing and minimizing contact closing employee travel andfollowing all government directions on the subject.

DIVIDEND

Your Company is committed towards enhancing shareholder value for its investors.However after careful consideration and taking a holistic view of the unprecedentedcircumstances of the COVID-19 pandemic the Company has considered it prudent not torecommend the dividend for FY 2019-20 in order to maintain its liquidity position.

TRANSFER TO RESERVES

The amount transferred to the reserves during the year ended 31st March2020 was Rs. 204927/-

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT 2013

Your Company has neither accepted nor renewed any deposits from public during the yearand does not have any outstanding Deposits in terms of Section 76 of the Companies

Act 2013.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 (hereinafter referred as ‘the Act') form part of notesto the Financial Statements.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the year under review.

SHARE CAPITAL STRUCTURE

During the period under review the Authorized Share Capital of the Company wasincreased from Rs. 75000000/- (Rupees Seven Crore Fifty Lakhs Only) divided into7495000 (Seventy Four Lakhs Ninety Five Thousand) Equity Shares of Rs. 10/- (Rupees TenOnly) each and 50000 (Fifty Thousand) 7% Non-Cumulative Redeemable Preference Shares ofRe.1/- (Rupee One Only) each to Rs. 110000000/- (Rupees Eleven Crore Only) divided into11000000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) eachapproved by the Board of Director at their meeting held on 26th August 2019.

During the year the Company also rewarded the shareholders by way of issue of BonusShares in the proportion of 3:5 i.e. 3 (Three) fully paid bonus equity shares of Rs.10/-each for every 5 (Five) fully paid equity shares of Rs.10/- each and the allotment of3954828 equity shares was made on October 19 2019 to the eligible shareholders. Withthis the Paid Up Share Capital of the Company increased to Rs. 105462130/- (Rupees TenCrores Fifty Four Lakhs Sixty Two Thousand One Hundred and Thirty) divided into10546213 (One Crore Five Lakhs Fourty Six Thousand Two Hundred and Thirteen) EquityShares of Rs.10/- (Rupees Ten) each as against the earlier of Rs. 65913850/- (SixCrores Fifty nine Lakhs Thirteen Thousand Eight Hundred and Fifty) divided into10546213 (One Crore Five Lakh Fourty Six Thousand Two Hundred and Thirteen) EquityShares of Rs.10/- each.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the period under review the Company has migrated from NSE SME Platform i.e. NSEEmerge to Main Board of NSE with effect from 15th January 2020.

Apart from the above no material change and commitment affecting the financialposition of the Company have occurred during the financial year of the Company to whichthe financial statements relate and the date of the report.

SIGNIFICANT ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There are no significant orders passed by regulators/courts/tribunals impacting thegoing concern status and Company's operations in the future.

RELATED PARTY TRANSACTIONS

During the period under review the transactions entered into with related partiesduring the financial year were on arm's le ngth pricing basis and in the ordinary courseof business and do not attract the provisions of Section 188 of the Act. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the Company. The particulars of contracts orarrangements with related parties referred to in Section 188(1) and applicable rules ofthe Companies Act is disclosed in Form AOC-2 as shown in ANNEXURE - A

All Related Party Transactions are periodically placed before the Audit Committee andalso before the Board for approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of a foreseeable and repetitive nature. The policyon Related Party Transactions as approved by the Board is available on website of theCompany viz: https://www.vaishalipharma.com/investors/company-policy.

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act 2013 anextract of annual return is available on the website of the Company athttps://vaishalipharma.com

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture or Associate Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby con rmed that:

a) In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a airs of the Company as on March 31 2020 and of the profit andloss of the Company for that period ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of executive andnon-executive directors.

As 31st March 2020 the Composition of the Board of Directors is as under:

NAME OF DIRECTOR CATEGORY AND DESIGNATION
MR. ATUL VASANI CHAIRMAN & MANAGING DIRECTOR
MS. JAGRUTI VASANI WHOLE TIME DIRECTOR
MR. PRATAPRAI GANDHI INDEPENDENT DIRECTOR
MR. MANISH BHAGWANDAS VED INDEPENDENT DIRECTOR
MR. ASHVIN JAMNADAS GANATRA INDEPENDENT DIRECTOR
MR. DEWANSH VASANI NON-EXECUTIVE NON INDEPENDENT DIRECTOR

During the period under review Mr. Ashvin Jamnadas Ganatra (DIN - 08653815) and Mr.Manish Bhagwandas Ved (DIN - 08654674) were appointed as the Additional IndependentDirectors of the Company with effect from 31st December 2019.

Mr. Sanjay Girdharilal Mirani (DIN 08216772) ceased to be the Independent Director witheffect from 12th February 2020. The Board places on record its appreciationfor his invaluable contribution and guidance.

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees if anyand reimbursement of expenses incurred by them for the purpose of attending meetings ofthe Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2020 is: Mr. Ratnesh Raghunath Singh Chief Financial Officer.

INDEPENDENT DIRECTOR DECLARATION

All Independent Directors of the Company have submitted the requisite declarationsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act read with Regulation 16 and 25(8) of SEBI Listing Regulations. The IndependentDirectors have also con rmed that they have complied with Schedule IV of the Act and theCompany's Code of Conduct.

The Independent Directors have also con rmed that they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that could impairor impact their ability to discharge their duties. Further Mr. Ashvin Jamnadas Ganatra(DIN:- 08653815) and Mr. Manish Bhagwandas Ved (DIN:- 08654674) the Independent Directorsof the Company have also submitted their declaration in compliance with the provision ofRule 6(3) of Companies (Appointment and Qualification of Directors) Rules 2014 whichmandated the inclusion of an Independent Director's name in the data bank of IndianInstitute of Corporate A airs ("IICA") for a period of one year or ve years orlife time till they continues to hold the officeof an independent Director. Further Mr.Prataprai Gandhi (DIN:- 07832673) has submitted his declaration in compliance with theprovision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules2014 but is under the process for registration under the data bank of Indian Institute ofCorporate A airs ("IICA") for a period of one year or ve year or life time tillhe continues to hold the officeof an Independent Director.

In the opinion of the Board all the independent directors are persons of integritypossesses relevant expertise and experience.

APPOINTMENT AND CHANGES OF KEY MANAGERIAL PERSONNEL

During the year under review Ms. Khushboo Panchal (Mem no - ACS51308) resigned fromthe position of Company Secretary with effect from 31st October 2019 and Mrs. Pooja Garg(Mem.no A24604) was appointed on 11th December 2019 for the position ofCompany Secretary and Compliance Officer and subsequently she resigned with effect from 24thFebruary 2020 due to personal reasons.

After the closure of the Financial Year Mr. Hemand Damodar Pathak (PAN- AGGPP1139H)has been appointed as the Chief Executive Officer of the Company with effect from 26thMay 2020 and Mr. Akshay Jharkhandi (Mem no A62249) has been appointed as theCompany Secretary and Compliance Officer of the Company with effect from 07th July2020.

As on the date of this report the Key Managerial Personnel of the Company are asfollows:-

NAME OF KEY MANAGERIAL PERSONNEL CATEGORY AND DESIGNATION
MR. RATNESH SINGH CHIEF FINANCIAL OFFICER
MR. HEMANT DAMODAR PATHAK CHIEF EXECUTIVE OFFICER
MR. AKSHAY JHARKHANDI COMPANY SECRETARY & COMPLIANCE OFFICER

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and other applicable provisions ofthe Act Mr. Dewansh Ajay Vasani (DIN: 08111804) will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself forre-appointment and will continue as Non-executive Non Independent Director of the Company.The Board recommends his re-appointment.

MEETINGS OF THE BOARD:

Total Eleven (11) Board Meetings were and held during the financial year 2019-20 asrequired u/s 134 (3)(b) of the Act. For details of the meeting of the Board please referto the Corporate Governance Report which is a part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed at the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

FAMILIARIZATION PROGRAMME:

The Familiarization Programme for Independent Directors aims to provide them anopportunity to familiarize with the Company its Management and its operations so as togain a clear understanding of their roles rights and responsibilities and contributesignificantly towards the growth of the Company. They have full opportunity to interactwith Senior Management Personnel and are provided all the documents required and sought bythem for enabling them to have a good understanding of the Company its business model andvarious operations and the industry of which it is a part.

The policy undertaken by the Company in this respect has been disclosed on the websiteof the Company AT https://www.vaishalipharma.com/investors/company-policy.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY ON DIRECTORS' APPOINTMENT ANDREMUNERATION

The Company's current policy is to have an appropriate mix of Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. For the purpose of selection of any Director the Nominationand Remuneration Committee identi es persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position. The Committee also ensuresthat the incumbent ful ls such criteria with regard to quali cations positive attributesindependence age and other criteria as laid down under the Act Listing Regulations orother applicable laws. The Board has on the recommendation of the Nomination andRemuneration Committee framed a policy on the remuneration of Directors Key ManagerialPersonnel and other Employees as required under subsection (3) of Section 178 of theCompanies Act 2013. The policy of the Company on director's appointment and remunerationis uploaded on to the Company's website and available athttps://www.vaishalipharma.com/investors/company-policy/.

As on 31st March 2020 the Board of Directors comprised of a ManagingDirector a Whole time Director a Non-Executive Directors and Three IndependentDirectors. The

Board periodically evaluates the need for change in its composition and size.

INTERNAL FINANCIAL CONTROLS:

The Company has well placed proper and adequate internal financial control system thatcommensurate with the size scale and complexity of its operations. The Company has inplace a mechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the business and functions are systematicallyaddressed through mitigation action on continuing basis. These are routinely tested byInternal Auditors. The Audit observations on internal financial controls are periodicallyreported to the Audit Committee.

COMMITTEES OF THE BOARD:

In compliance of SEBI Listing Regulation and provisions of Companies Act 2013 theBoard of Directors constituted three Committees i.e. the Audit Committee Nomination &Remuneration Committee and Stakeholder relationship Committee vide resolution passed atthe meeting held on 21st June 2017.

AUDIT COMMITTEE

Total Eight (8) Audit Committee Meetings were and held during the financial year2019-20. For details of the meeting and the composition of the Committee kindly refer theCorporate Governance Report which is a part of this report.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act 2013 andCompanies (Audit and Auditors) Rules 2014 the members of the Company at their 10thAnnual General Meeting held on 19th August 2017 had appointed M/s Raman S.Shah & Associates Chartered Accountants (Firm Registration No. : 119891W) as theStatutory Auditors of the Company for a period of 5 ( ve) years to hold office fromconclusion of aforesaid Annual General Meeting till the conclusion of 15 thAnnual General Meeting to be held in 2022 subject to rati cation by shareholders at everyAnnual General Meeting.

In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate A airs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting.

The Notes on financial statements referred to in the Auditors report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any quali cation reservation or adverse remark.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section143(12) of the Companies Act 2013 and rules made thereunder.

INTERNAL AUDITORS

M/s. R.U. Kamath & Co. Chartered Accountants were appointed as Internal Auditor ofthe Company. The internal auditors of the Company directly report to the Audit Committee.

SECRETARIAL AUDITORS

In compliance with the provisions of Section 204 of the Companies Act 2013 your Boardof Directors have appointed M/s. Disha & Associates Practicing Company Secretariesas Secretarial Auditors of the Company for conducting Secretarial Audit for financial year2019 - 20. The Report of Secretarial Auditor is enclosed in

ANNEXURE B.

SECRETARIAL AUDITOR'S QUALIFICATION'S EXPLANATION

The secretarial Audit Report contains following observation:

i. The Company for the Board Meeting held on 14th November 2019 to approve theUnaudited Financial Results Company was required to submit Unaudited Financial Resultsfor the quarter and half year ended 30th September 2019 as per Regulation 33 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 on NSE's Neaps platform within 24 hours from the conclusion of Board Meeting. But asinformed by the Management Unaudited Financial Results were not led due to technical diculties and the same was communicated at Neaps C ustomer Care and were informed that quickresults submitted by the Company shall be taken as due compliance in the given case.Further an email was also sent to NSE on behalf of the Company indicating the error andissue. It may also be noted that till the date of signing of this report no action wastaken or clarification was demanded against the Company.

ii. The Company is in process of ling form MGT-14 with respect to re-appointment ofManaging Director and form MSME for the period 1st April 2019 to 30th September 2019. Dueto changes in Company Secretary and ongoing pandemic Covid -19 the Company inadvertentlyfailed to le the said forms with in prescribed time frame.

Management's Reply to the Secretarial Auditor's Disclaimer / Observations:-

For point no..i observations as indicated there being technical challenge Companyhas acted based on the guidance provided by the customer executive of Neaps Customer Careand hence the said observation is self-explanatory

As stated in point (ii) of the Secretarial Audit's Disclaimer

Due to changes in Company Secretary and lack of secretarial compliance knowledge onpart of the Board forms MGT-14 and MSME could not be led within prescribed time limit.However the Management has taken steps to le the said forms.

NOMINATION AND REMUNERATION COMMITTEE

Total Six (6) Nomination and Remuneration Committee Meetings were and held during thefinancial year 2019-20. For details of the meeting and the composition of the Committeekindly refer the Corporate Governance Report which is a part of this report.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of the Section 178 of the Companies Act 2013 readalong with the applicable Rules the Company has formulated "Nomination andRemuneration Policy" containing criteria for determining quali cations positiveattributes independence of a director and other matters provided under section 178 ofCompanies Act 2013 for selection of any Director Key Managerial Personnel and SeniorManagement Employees.

The said policy is attached as ANNEXURE - C to this report and is available onthe Company's website and the web link thereto ishttps://www.vaishalipharma.com/investors/company-policy.

STAKEHOLDER RELATION COMMITTEE

Total Four (4) Stakeholder Relationship Committee Meetings were and held during thefinancial year 2019-20. For details of the meeting and the composition of the Committeekindly refer the Corporate Governance Report which is a part of this report.

SECRETARIAL STANDARDS

The Directors declared that applicable Secretarial Standards relating to ‘Meetingsof the Board of Directors' and ‘General Meetings' respectively has been dulyfollowed.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 ofthe Companies (Meeting of Board and its Powers) Rules 2014 Vigil Mechanism for Directorsand employees to report genuine concern and grievances has been established. The saidmechanism is governed by the Audit Committee. The details of the policy have beendisclosed in the Corporate Governance Report which is a part of this report and is alsoavailable on the website of the company athttps://www.vaishalipharma.com/investors/company-policy.

CORPORATE SOCIAL RESPONSIBILITY

As the provisions of section 135 of Companies Act 2013 dealing with Corporate SocialResponsibility are not applicable to the Company during the financial year the

Company has not laid down any policy on Corporate Social Responsibility.

MAINTENANCE OF COST RECORDS

The maintenance of Cost Records has not been specified by the Central Government undersub-section (1) of the Section 148 of the Act in respect of the activities carried on bythe Company.

PARTICULARS OF EMPLOYEES

No employee was employed by the Company receiving remuneration prescribed under Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(Rules) and the rules framed thereunder.

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rule 5 (1) of the Rules have been appended as

ANNEXURE - D to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2019-20 as stipulatedunder Regulation 34(2)(e) of the SEBI(Listing obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "the SEBI LODR") is presented ina separate section forming part of the Annual Report as ANNEXURE - E .

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance. Webelieve in adherence to good corporate practices implement policies and guidelines anddevelop a culture of the best management practices and compliance with the law coupledwith the highest standards of integrity transparency accountability and ethics in allbusiness matters to enhance and retain investor trust long-term shareholder value andrespect minority rights in all our business decisions.

The Corporate Governance Report of the Company confirming compliance with theconditions of corporate governance as stipulated under SEBI Listing Regulations forms partof the Annual Report.

The Certificate on Corporate Governance Compliance issued by Secretarial Auditor isenclosed in ANNEXURE F .

LISTING OF SECURITIES

During the period under review the Equity shares of the Company got listed to the MainBoard of National Stock Exchange of India Limited from the SME Emerge Platform of NationalStock Exchange of India Limited with effect from January 15 2020.

DEMATERIALISATION OF EQUITY SHARES

All the Equity Shares of the Company are in dematerialized form with Depositories viz.NSDL and CDSL.

The ISIN No. allotted is INE972X01014.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company is committed and dedicated in providing a healthy and harassment free workenvironment to every individual of the Company a work environment that does not toleratesexual harassment. We highly respect dignity of everyone involved at our work placewhether they are employees suppliers or our customers. We require all employees tostrictly maintain mutual respect and positive attitude towards each other.

The Company has adopted a policy for prevention of Sexual Harassment of Women atWorkplace. No complaints or grievances were noticed under the aforesaid policy during theperiod under review.

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy & Technology Absorption

Considering the nature of activities undertaken by the company above clauses ofSection 134 of the Companies Act 2013 pertaining to the Conservation of EnergyTechnology absorption are not applicable to the Company.

b) Foreign exchange earnings and outgo-

During the year there were foreign exchange in flow of Rs. 130453507/- (PY - Rs.140144780/-) on account of export of goods on FOB basis and foreign out ow

as follows:-

Expenditure in Foreign Currency Current Year Previous Year
Import of Goods (on CIF basis) 0 0
Foreign Travelling 1459409/- 1565716
Registration Charges 833166/- 679250
Inspection Charges 0 0
Gross Total 2292575/- 2244966/-

INSURANCE & RISK MANAGEMENT:

Business risks exist for any enterprise having national and international exposure.Your Company also faces some such risks the key ones being - a longer than anticipateddelay in economic revival unfavorable exchange rate fluctuations emergence of inationary conditions rise in counterfeits and look-alikes and any unexpected changes inregulatory framework.

The Company is well aware of these risks and challenges and has put in place mechanismsto ensure that they are managed and mitigated with adequate timely actions.

ACKNOWLEDGEMENTS:

The Directors thank the Company's employees customers vendors investors and academicpartners for their continuous support.

The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments and agenciesfor their co-operation. The Directors regret the loss of life due to COVID-19 pandemic andare deeply grateful and have immense respect for every person who risked their life andsafety to ght this pandemic. The Directors appreciate and value the contribution made byevery member of the Vaishali Pharma Limited family.

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