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Venus Remedies Ltd.

BSE: 526953 Sector: Health care
NSE: VENUSREM ISIN Code: INE411B01019
BSE 00:00 | 20 May 243.50 2.60
(1.08%)
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240.90

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240.90

NSE 00:00 | 20 May 243.90
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OPEN

249.00

HIGH

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LOW

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OPEN 240.90
PREVIOUS CLOSE 240.90
VOLUME 4870
52-Week high 638.50
52-Week low 204.35
P/E 5.03
Mkt Cap.(Rs cr) 326
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 240.90
CLOSE 240.90
VOLUME 4870
52-Week high 638.50
52-Week low 204.35
P/E 5.03
Mkt Cap.(Rs cr) 326
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Venus Remedies Ltd. (VENUSREM) - Director Report

Company director report

To the esteemed stakeholders of VENUS REMEDIES LIMITED

FINANCIAL PERFORMANCE:

The standalone and consolidated financial statements for the financialyear ended March 31 2021 forming part of this Annual Report have been prepared inaccordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry ofCorporate Affairs.

FINANCIAL HIGHLIGHTS (R in Lakhs except per equity share data)

Standalone Consolidated
Particulars

Fo rthe yea rended March 31

For the yea rended March 31

2021 2020 2021 2020
Revenue from operations 51462.30 32023.07 54812.35 33933.43
Other Income 1776.22 357.92 1962.98 530.77
Financial Charges 1272.64 1304.57 1301.93 1333.74
Depreciation 3428.01 3105.14 3527.61 3201.23
Profit before Exceptional items 1761.84 254.91 2511.14 77.66
Profit before Tax 4106.04 (626.30) 4855.34 (803.55)
Profit After Tax 5427.24 (822.69) 6176.54 (999.93)
Other Comprehensive Income
Items that will not be classified to Profit & Loss account net of Income Tax (9.52) (47.15) (9.52) (47.15)
Items that will be classified to Profit & Loss account net of Income Tax - - - -
Total Comprehensive Incomefortheyear 5417.72 (869.84) 6167.02 (1047.08)
Earning per equity shares:
Basic 43.97 (6.67) 50.04 (8.10)
Diluted 43.97 (6.67) 50.04 (8.10)

OPERATIONS & COMPANY'S STATE OF AFFAIRS

During the year under review on Standalone basis your Company achieveda turnover of R.51462.30 lacs and Rs 54812.35 lacs on Consolidated basis. Company hasrecorded a 61% increase in annual sales in 2020-21 as compared to the previous financialyear.

Driven bya robustsupplyofactivepharmaceutical ingredients by keylong-associated suppliers and riding on global exports Company's annual consolidatedsales grew from Rs 339.33 crore in FY 2019-20 to Rs 548.12 crore this fiscal.

Venus Remedies Limited is a research driven Indian Pharmaceuticalcompany with global footprints. We are eyeingfruitation of breakthrough findings to makeinnovations enjoyable. Venus has rich portfolio of innovative and generic quality productsfor transforming patient's life. Company is focused in manufacturing high growththerapeutic segments like Anti-infective (antibiotics) oncology neurology painmanagement skin & wound care and is amongst the very few R&D focusedPharmaceuticals companies in India working on to eradicate growing Anti-MicrobialResistance (AMR) recognized by WHO as being severe medical crisis across the globe. VRL'sR&D initiatives to develop new products catering to unmet medical needs and its focuson building a robust product pipeline consisting of a balanced mix of generic andR&D-based drugs have given a definitive edge to the company in the pharmaceuticalindustry.

LISTING OF SHARES

The equity shares of the Company are listed on Bombay Stock ExchangeLtd. and National Stock Exchange (India) Ltd. The Company has paid the Annual listing feesfor the financial year 2021-22 to both stock exchanges.

EXTRACT OF ANNUAL REPORT:

In terms of Companies Act 2013 as amended the Extract of AnnualReturn is available on www.venusremedies.com

MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 7 times during the financial year 2020-21 the detailsare given in the Corporate Governance Report which forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors pursuant to Section 134(3)(c) of the Companies Act 2013state as follows:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relatingto material departures;

b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concernbasis;

e) the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f) the directors have devised a proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independentdirector under section 149(6) of the Companies Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Nomination & Compensation Committee has framed a policy forselection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel (KMP) senior management personneland their remuneration as part of its charter and other matters provided under Section178(3) of the Companies Act 2013.

Pursuant to Section 134(3) of the Companies Act 2013 the nominationand remuneration policy of the Company which lays down the criteria for determiningqualifications competencies positive attributes and independence for appointment ofDirectors and policies of the Company relating to remuneration of Directors KMP and otheremployees is available on the Company's website www.venusremedies. com and also appendedas Annexure 1 to the Board's report as Nomination and remuneration Policy.

AUDITORS

At 29th Annual General Meeting of the company shareholdershave appointed M/s Vinod Kumar & Associates Chartered Accountants as the StatutoryAuditors of the Company (Registration No. 002304N) as statutory auditors of the Companyfora term of5 years from thefinancialyear2018-19 onwards.

Vide notification dated May 7 2018 issued by Ministry of CorporateAffairs the requirement of seeking ratification of appointment of statutory auditors bymembers at each AGM has been done away with. Accordingly no such item has been consideredin notice of the 32nd AGM.

Further the Company appointed M/s P. Chadha & Associates CompanySecretaries as the Secretarial Auditor of the Company for financial year 2020-21. Thesecretarial audit report for FY 2020-21 forms part of Annual Report.

Qualifications if any in the Secretarial audit report are mentionedin the reports appended as Annexure 6.

Company is required to maintain the cost records as specified by theCentral Government under sub section (1) ofsectionl48 of Companies Act 2013 and suchaccounts & records are duly maintained by the Company. M/s C. L. Bansal &Associates Cost Accountants was appointed as cost auditors of the Company for financialyear 2020-21.

PARTICULARS OF LOAN GUARANTEE OR INVESTMENT:

Pursuantto Section 186 of Companies Act 2013 and Schedule V of theListing Regulations disclosure on particulars relating to loans advances guarantees andinvestments if any are provided as part of the financial statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of Contracts or Arrangements made with related partiesreferred in section 188(1) of the Companies Act 2013 disclosed in form AOC-2 asannexure-2 and also forms part of the financial statement in annual report. Related PartyTransactions as per regulation 34(3) and schedule V of Listed Regulations are forming partof the Financial Statements.

TRANSFER TO RESERVES:

During the period of review Company has not transferred any amount toReserves & Surplus.

DIVIDEND

The Board has not recommended the dividend for the year 2020-21.

SIGNIFICANT AND MATERIAL CHANGE:

There are no material changes or commitments effecting the Financialposition of the Company happening between the end of the Financial Year of the Company anddate of this Report

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year period no specific events/ actions has taken placewhich has major bearing on the Company's .

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The prescribed particulars as required under section 134(3) (m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are set out in theannexure-3 & 4 forming a part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimizationprocedures. The Company is exposed to inherent uncertainties owing to the sectors in whichit operates. Many risks exist in a company's operating environment and they emerge on aregular basis. The risks faced by the Company and their minimization procedures areassessed categorically under the broad heads of High Medium and Low risks. Further theCompany identifies risks and control systems are instituted to ensure that the risks ineach business process are minimized/mitigated. The Board provides oversight and reviewsthe Risk Management Policy on a regular basis.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no Joint Venture or Associates as defined in theCompanies Act 2013. The company has one wholly owned foreign subsidiary in the name ofVenus Pharma GmbH in Germany. The financial statement of the subsidiary forming part ofthis annual report in consolidated financial statement. Separate audited accounts areplaced on the Company website www.venusremedies.com. In accordance with Section 129(3) ofthe Companies Act 2013 statement on the performance and Financial position of theSubsidiary Company in the specified format AOC-1 is annexed to the Di recto rs' Rep o rtas An n exu re-5.

BOARD EVALUATION:

In line with the Corporate Governance Guidelines PerformanceEvaluation was conducted for all Board Members for the Board and its Committees. TheBoard evaluation framework has been designed in compliance with the requirements under theCompanies Act 2013 and the Listing Regulations and in accordance with the Guidance Noteon Board Evaluation issued by SEBI in January 2017. The Board evaluation was conductedthrough questionnaire designed with qualitative parameters and feedback based on ratings.

The evaluation of all the directors and board as a whole has made asper the Companies Act 2013. Criteria and framework as adopted by the Board is explainedin the Corporate Governance Report which forms part of the Annual Report.

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51)and 203 of the Companies Act 2013 are as follows:

Sr. No. Names Designation
1 Mr. Pawan Chaudhary Managing Director
2 Mrs. Neha Kodan Company Secretary
3 Mr. Pawan Chaudhary CFO

Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition And Red ressal) Act 2013

The Company has adopted a policy for prevention of Sexual Harassmentofwomen at work place. Company has complied with provisions relating to the constitutionof Internal Complaint Committee under the Sexual Harassment of

Women at Workplace (Prevention Prohibition and Red ressal) Act 2013.During the year Company has not received any complaint of harassment.

SHARE CAPITAL

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

Company has not issued any shares with Differential Rights.

. ISSUE OF SWEAT EQUITY SHARE

During the year under review Company has not issued any Sweat Equityshares or Employee Stock Options.

CORPORATE SOCIAL RESPONSIBILITY

For financial year 2020-21 Company does not cover under any of theparameter as mentioned under the preview of Section 135 of the Companies Act 2013 andrules made thereunder. Company has prepared the policy on CSR which is available atCompany's website www.venusremedies.com. Company has also constituted the CSR committeedetails of which available in Corporate Governance which forms part of Annual Report.

CSR Spending of the year:

1 2 3 4 5 6 7 8
Sr. No. CSR project or activity identified Sector in which the Project is covered./ Relevant Section of Schedule VII in which the project is covered Project or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub-heads*: (1) Direct expenditure on projects or programs (2) Overheads Cumulative expenditure upto to the reporting period* Amount spent: Direct orthrough implementing agency
N.A.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis is providedas a separate section in the annual report.

EVENT HAVING BEARING ON AFFAIRS OF THE COMPANY

The company is actively working to resolve the financial stress andexploring all means available to its disposal to settle defaults with the banks.

PLEDGE OF PROMOTER'S SHAREHOLDING

The entire shareholding of promoters and promoter group is free formall encumbrance as on date of report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

DEPOSITS:

Your Company has not accepted any deposits from public and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of the balance sheet.

PARTICULARS OF EMPLOYEES:

During FY2020-21 no employee is taking remuneration Rs 102 lakhs ormore and no employees employed for part of the year is taking remuneration of Rs 8.50lakhs or more per month in accordance with the provisions of section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personal) Rules2014. Particularsofemployeespursuantto section 134 (3) (q) ofthe Companies Act 2013 read with rules thereunder annexed as annexure - 7 to theDirectors' Report.

CORPORATE GOVERNANCE:

The company operates not only within the regulatory framework but isalso guided by broader business ethics. The idea isto ensure good consciencetransparency integrity and openness which would lead to accountability of the persons incharge of the company and bring benefits to investors customers creditors employees andthe society at large.

SHARE/ WARRANTS ISSUED DURING THE YEAR:

During the year Company had allotted 1025000 warrants fullyconvertible into equity shares to promoters. Further Company has allotted 1025000equity share to promoters on conversion of said warrants on 31.05.2021.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION ANDPROTECTION FUND

In terms of Section 125 of the Companies Act 2013 the UnclaimedDividend of Rs . 867834/- relating to the financial years 2012-13 was transferred to theInvestor Education and Protection Fund established by the Central Government.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Indian Accounting Standards(lnd AS)in preparation of its financial statements.

CASH FLOW ANALYSIS

In conformity with the provisions of Clause 34(2) of SEB (LODR)Regulations 2015 the Cash Flow Statement for the year ended on 31st March2021 forms an integral part of the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Company has adopted Vigil Mechanism/ Whistle blower policy and same isavailable on Company Website www. venusremedies.com.

COMMITTEES OF THE BOARD:

A detailed note on the Board and committee meetings including thecomposition is given in the Corporate Governance Report which forms part of the AnnualReport.

DIRECTORS

Mr. Navdeep Slid has Joined the board of the Company w.e.f. 20thJune 2020 as an additional Directors (Independent Non Executive Director) and regularizedby the shareholders in Annual General Meeting held on 2nd December 2020.

Mrs. Manu Chaudhary (DIN-00435834) retires at the ensuing AnnualGeneral meeting and being eligible has offered herself for reappointment.

CODE FOR PREVENTION OF INSIDER TRADING

In line with the Prohibition of Insider Trading Requlations 2015 asamended time to time your Company has adopted Code of Conduct to regulate monitor andreport trading by Designated Persons and their Immediate Relatives under the Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2015. The sameis available at Company's website www.venusremedies.com.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Control followed by the Company which helps inensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection

of frauds and errors the accuracy and completeness of the Accountingrecords and timely preparation of reliable financial information.

The Company has appointed auditors for internal financial control.Auditors work in line with accounting standards. Various policies and SOPs have beenformed for various process. They a re continuously monitorthe efficacy of internalcontrols/ compliance with the objective of providing to the Audit Committee and the Boardof Directors an Independent objective and reasonable assurance on the adequacy andeffectiveness of the organization's risk management control and governance processes.

ACKNOWLEDGMENTS

The Board sincerely thanks employees for their dedicated services atall levels. We also acknowledge the support and wise counsel extended to us by theanalysts bankers

government agencies and investors at large the advisers on our panelall concerned regulatory authorities our business associates suppliers the medicalfraternity patients and last but not the least our shareholders for their unflinchingsupport constant guidance and trust in Venus Remedies Limited.

Forand on behalf of Board of Directors
ForVENUS REMEDIES LIMITED
Pawan Chaudhary
Date: 12.08.2021
Place: Panchkula Sd/-
Chairman & Managing Director
DIN-00435503

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