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Venmax Drugs & Pharmaceuticals Ltd.

BSE: 531015 Sector: Health care
NSE: N.A. ISIN Code: INE154G01022
BSE 16:01 | 19 Mar Venmax Drugs & Pharmaceuticals Ltd
NSE 05:30 | 01 Jan Venmax Drugs & Pharmaceuticals Ltd
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OPEN 4.18
CLOSE 4.18
VOLUME 1500
52-Week high 4.18
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
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Venmax Drugs & Pharmaceuticals Ltd. (VENMAXDRUGS) - Director Report

Company director report

Dear members

The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March312019.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERTAIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2019 has been as under:

(Rs. In Lakhs)

Particulars 2018-2019 2017-2018
Total Income 15.55 0.00
Total Expenditure 39.56 24.22
Profit (Loss)Before Tax (24.01) (24.22)
Provision for Tax -- --
Profit(Loss) after Tax (24.01) (24.22)
Other Comprehensive Income Net of tax -- --
Total Comprehensive Income (24.01) (24.22)
Balance Carried to Balance Sheet (24.01) (24.22)
Basic and Diluted Earnings (0.46) (0.46)

REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was Rs. 15.55lakhs as against Nil for the previous financial year. The company has incurred a net lossof Rs. 24.01 lakhs for the financial year 2018-19 as against the net loss of Rs.24.22lakhs for the previous year.

2. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial position of thecompany between 31st March 2019 and the date of Board's Report. (I.e. 12.08.2019)

3. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. DIVIDEND:

The Directors have not recommended dividend for the year 2018-2019.

5. RESERVES:

The Company has not carried any amount to the reserves.

6. BOARD MEETINGS:

During the year the Board of Directors duly met 6 (Six) times on 09.05.201828.05.2018 14.08.2018 01.09.2018 14.11.2018 and 14.02.2019 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Dr.A.Ramakrishnaiah and Ms. G.S.V.DivyaJyothi Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

8. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL

• Mr. N.Krishnaiahis liable to retire by rotation being eligible offers himselffor reappointment.

• As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Director seeking re-appointment is given as under:-

Name of the Director N. Krishnaiah
Date of Birth 10.04.1988
Qualification MBA
Expertise in specific functional areas Administration
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board
No. of Shares held in the Company -
Inter se relationship with any Director

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.Direct meetings with the Chairman is further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

The policy relating to familiarization programmes to Independent Directors is availableon the website of the Company.

10. COMMITTEES:

(I). AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 177 of the Companies Act 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

• Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing on:

a. Any changes in accounting policies and practices;

b. Qualification in draft audit report;

c. Significant adjustments arising out of audit;

d. The going concern concept;

e. Compliance with accounting standards;

f. Compliance with stock exchange and legal requirements concerning financialstatements and

g. Any related party transactions

• Reviewing the company's financial and risk management's policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy. reviewingthe utilization of loans and/ or advances from/investment by the holding company in thesubsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiarywhichever is lower including existing loans / advances / investments

The Company has complied with all the requirements of the provisions of SEBI (LODR)Regulations 2015 relating to the composition of the Audit Committee.

During the financial year 2018-19 (4) four meetings of the Audit Committee were heldon 28.05.2018 14.08.2018 14.11.2018 and 14.02.2019

B. COMPOSITION OF THE COMMITTEE

Name Designation Category No of Meetings held No. of meeting attended
Dr. A.Ramakrishnaiah Chairman NED(I) 4 4
Mr. N.V Narender* Member ED 1 1
Ms. G.S.V.Divya Jyothi Member NED(I) 4 4
Mr. Rajkumar Rai** Member ED 3 3

*resigned w.e.f. 09.05.2018 **appointed w.e.f. 09.05.2018

NED (I): Non- Executive Independent Director ED: Executive Director

(ii). NOMINATION AND REMUNERATION COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

• To approve the fixation/revision of remuneration of Executive Directors of theCompany and while approving:

a. to take into account the financial position of the Company trend in the industryappointee's qualification experience past performance past remuneration etc.

b. to bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendto the Board their appointment and /or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Whole-timeDirector(s) based on their performance and defined assessment criteria.

• Recommend to the board all remuneration in whatever form payable to seniormanagement.

B. COMPOSITION OF THE COMMITTEE

During the financial year 2018-19 (2) two meetings of the Nomination and RemunerationCommittee were held on 09.05.2018 and 01.09.2018

Name Designation Category No of Meetings held No. of meeting attended
Dr. A.Ramakrishnaiah Chairman NED(I) 2 2
Mr. N Krishnaiah Member NED 2 2
Ms. G.S.V.Divya Jyothi Member NED(I) 2 2

NED (I): Non- Executive Independent Director

C. REMUNERATION POLICY:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered and individual performance.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 read with Regulation 16 (1) (b) of SEBI LODRRegulations 2015)

3. Policy:

Qualifications and criteria

3.1.1 T he Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act 2013;

• shall endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under thecompanies Act 2013 Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall reassess determinations of independence when any new interest orrelationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin companies Act 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

3.2.3 The independent Director shall abide by the "code for independent Directors"as specified in Schedule IV to the companies Act 2013.

3.3 Other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as director of the company. The NR Committee shall takeinto account the nature of and the time involved in a director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committees or act as chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act 2013 andRegulation 19 of SEBI LODR Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall limit approved by the shareholders.

3.1.2 The Board on the recommendation of the (NR) committee shall also review andapprove the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the NR Committee shall review and approvethe remuneration payable to the Non - Executive Directors of the Company within theoverall limits approved by the shareholders as per provisions of the companies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual

Directors.

In line with Securities and Exchange Board of India Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. COMPOSITION OF THE COMMITTEE:

The Details of composition of the Committee are given

Name Designation Category No of Meetings held No. of meeting attended
Ms. G.S.V.Divya Jyothi Chairman NED Nil Nil
Dr. A.Ramakrishnaiah Member NED(I) Nil Nil
Mr. N V Narender Member ED Nil Nil

NED (I): Non- Executive Independent Director ED: Executive Director

B. NAME AND DESIGNATION OF COMPLIANCE OFFICER

Mr Raj kumar Rai Managing Directoris the compliance officer of the Company.

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED RESOLVED AND PENDING DURING THE YEAR2018-19

During the financial year 2018-19 no complaints were received from the shareholders.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 . The same has been placed on the website of the Company.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) The Directors had 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 affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

The Company is not required to transfer any amount pursuant to Section 125 of theCompanies Act 2013 and to the Rules made thereof to the IEPF.

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary Associate or Joint venture

15. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the period under review there are no companies who ceased or became thesubsidiaries joint ventures or associate companies.

16. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 annexed as a part of this Annual Report as Annexure I.

17. STATUTORY AUDITORS

M/s. G L N Prasad & Co. Statutory Auditors of the Company have given theirresignation on 06.02.2019 and M/s. NSVR & Associates LLP. Chartered Accountants wereappointed in place of M/s. G L N Prasad & Co for filling up of Casual Vacancy witheffect from 06.02.2019

Your Board of Directors has recommended the appointment of M/s. NSVR & AssociatesLLP as Statutory Auditors based on the recommendation of the Audit Committeefor a periodof five years from the conclusion of this Annual General Meeting [AGM] till the conclusionof 35th AGMto the members for their approval at the forthcoming Annual general meeting.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

19. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of managerial personnel) Rules 2014 the Board had appointedM/s.S.S Reddy & Associates Practicing Company Secretary to undertake the secretarialaudit of the Company for the year 2018-19. The report of the Secretarial Auditor isenclosed as Annexure II and forms part of this report.

20. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made-

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 312019 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March312018 on the Compliances according to the provisions of section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks exceptthat The company does not have a functional website.

• The Company does not have a Company Secretary and

• Non-compliance of the advertisements in newspapers related to Financial results

Reply

The Company has noted all the observations and is in the process of regularising thenon-compliances.

21. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for anymanufacturing activity nor was any specific technology obtained from any external sourceswhich needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: Nil

22. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

24. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

25. INSURANCE:

The Company does not have any major fixed assets and accordingly it is not required totake any insurance policy.

26. RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The Company has adopteda procedure for assessment and minimization of probable risks. It ensures that all therisks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

27. SHARE CAPITAL

The authorised share capital of the Company stands at Rs.80000000/- divided into8000000 equity shares of Rs.10/- each.

The paid up share capital of the Company stands at Rs.52389300 /- divided into5238930equity shares of Rs.10/- each.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearunder review attracting the provisions of Section 186 of Companies Act2013.

29. CREDIT & GUARANTEE FACILITIES:

The Company has not availed facilities of Credit and Guarantee during the year.

30. CORPORATE SOCIAL RESPONSIBILTY:

Since the Company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financialyear section 135 of the Companies Act 2013 relating to Corporate Social Responsibilityis not applicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

31. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year weredisclosed in form AOC-2 and is attached as Annexure which forms part of Annual report.There were no materially significant related party transactions made by the Company withthe promoters directors key managerial personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Companyexcept payments made to them in the form of remuneration sitting fees etc.

The Company has not entered into any contracts/arrangements with related partiesreferred to Section 188(1) of the Companies Act 2013 except certain arm lengthtransaction during the year. Accordingly no disclosure or reporting is required coveredunder this Section.

32. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

33. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website(HREF="http://www.venmaxdrugs.com/">www.venmaxdrugs.com ). The policies arereviewed periodically by the Board and updated based on need and new compliancerequirement.

34. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT& REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure III to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report.

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

35. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment &Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr. Raj Kumar Rai Managing Director ofthe Company to the median remuneration of the employees is3.125:1 and of Mr. N. V.Narender Executive Director of the Company is 3.125:1.

36. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as mentioned in SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 are not applicable.

37. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

38. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company has adopted the Indian Accounting Standards with effect from01st April 2017. Accordinglythe Company has restated and reported the financials for theprevious year as per Indian Accounting Standards.

39. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

40. CEO/ CFO CERTIFICATION

The Managing Director cum CEO and CFO certification of the financial statements for theyear2018-19 is annexed in this Annual Report.

41. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The Directors were given evaluation forms for the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and

3. very satisfactory.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (www.venmaxdrugs.com )

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace

(Prevention Prohibition and Redressal) Act 2013.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

• No. of complaints pending at the end of the year: Nil

44. INTERNAL AUDIT:

The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

FOR VENMAX DRUGS AND PHARMACEUTICALS LIMITED
Sd/- SD/-
RAJ KUMAR RAI N.V. NARENDER
PLACE: HYDERABAD MANAGING DIRECTOR EXECUTIVE DIRECTOR
DATE: 12.08.2019 (DIN:00009207) (DIN: 01641941)

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