To the esteemed stakeholders of
Venus Remedies Limited
The standalone and consolidated financial statements for the financial year ended March31 2019 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
| || || || |
(र in Millions)
| || |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Sales & Other Income ||3063.48 ||3562.58 ||3279.87 ||3746.69 |
|Financial Charges ||251.46 ||354.42 ||254.05 ||354.27 |
|Depreciation ||329.53 ||327.27 ||339.80 ||338.33 |
|Profit before Exceptional items ||(193.01) ||(234.23) ||(207.65) ||(275.32) |
|Profit before Tax ||(282.62) ||(234.23) ||(297.26) ||(275.32) |
|Profit AfterTax (PAT) ||(271.11) ||(265.83) ||(285.75) ||(306.92) |
|Other Comprehensive Income ||0.697 ||3.44 ||0.697 ||3.44 |
|Total Comprehensive Income for the year ||(270.41) ||(262.39) ||(285.05) ||(303.48) |
OPERATIONS & COMPANY'S STATE OF AFFAIRS
During the year under review on Standalone basis your Company achieved a turnoverर3063.48 millions and र3279.87 millions on Consolidated basis. There was declinein sale during 2018-19. The sales target of the company was adversely impacted due tovarious factors. The business of the company suffered many hardships including severecompetition globally & several other external factors.
Venus Remedies Limited is a research driven Indian Pharmaceutical company with globalfootprints. We are eying fruitation of breakthrough findings to make innovationsenjoyable. Venus has rich portfolio of innovative and generic quality products fortransforming patient's life. Company is focused in manufacturing high growth therapeuticsegments like Anti-infective (antibiotics) oncology neurology pain management skin& wound care and is amongst the very few R&D focused Pharmaceuticals companies inIndia working on to eradicate growing Anti-Microbial Resistance (AMR) recognized by WHOas being severe medical crisis across the globe.
LISTING OF SHARES
The equity shares of the Company are listed on Bombay Stock Exchange Ltd. and NationalStock Exchange (India) Ltd. The Company has paid the Annual listing fees for the financialyear 2019-20 to both stock exchanges.
EXTRACT OF ANNUAL REPORT:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format MGT 9 is appended as annexure-1 to the Board'sreport.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board met 4 times during the financial year 2018-19 the details are given in theCorporate Governance Report which forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors pursuant to Section 134(3)(c) of the Companies Act 2013 state asfollows: a). in the preparation of the annual accounts the applicable accountingstandards had been 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d). the directors had prepared the annual accounts on a going concern basis;
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 a proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director undersection 149(6) of the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Nomination & Compensation Committee has framed a policy for selection andappointment of Directors including determining qualifications and independence of aDirector Key Managerial Personnel (KMP) senior management personnel and theirremuneration as part of its charter and other matters provided under Section 178(3) of theCompanies Act 2013.
Pursuant to Section 134(3) of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KMP and other employees isavailable on the
Company's website www.venusremedies.com and also appended as Annexure 2 to the Board'sreport as Nomination and remuneration Policy.
At 29th Annual General Meeting of the company shareholders have appointed M/s VinodKumar & Associates Chartered Accountants as the Statutory Auditors of the Company(Registration No. 002304N) as statutory auditors of the Company for a term of 5 years fromthe financial year 2018-19 onwards.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 30th AGM.
Further the Company appointed M/s P. Chadha & Associates Company Secretaries asthe Secretarial Auditor of the Company for financial year 2018-19. The secretarial auditreport for FY 2018-19 forms part of Annual Report. Qualifications if any in theSecretarial audit report are mentioned in the reports appended as Annexure 7.
Company is required to maintain the cost records as specified by the Central Governmentunder sub section (1) of section148 of Companies Act 2013 and such accounts & recordsare duly maintained by the Company. M/s C. L. Bansal & Associates Cost Accountantswas appointed as cost auditors of the Company for financial year 2018-19.
PARTICULARS OF LOAN GUARANTEE OR INVESTMENT:
Pursuant to Section 186 of Companies Act 2013 and Schedule V of the ListingRegulations 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 parties referred in section188(1) of the Companies Act 2013 disclosed in form AOC-2 as annexure-3 and also formspart of the financial statement in annual report. Related Party Transactions as perregulation 34(3) and schedule V of Listed Regulations are forming pasrt of the FinancialStaments.
TRANSFER TO RESERVES:
During the period of review Company has not transferred any amount to Reserves &Surplus.
The Board has not recommended the dividend for the year 2018-19.
SIGNIFICANT AND MATERIAL ORDERS:
There are no material changes or commitments effecting the Financial position of theCompany between the end of the Financial Year of the Company and date of this Report
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year period no specific events/ actions has taken place which has majorbearing on the Company's affairs except following:
i. Corporation bank has approached National Company Law Tribunal Chandigarh whereinthe matter is not yet admitted.
ii. State Bank of India EXIM Bank Dena Bank IDBI Bank and Corporation Bank haveapproached Debt Tribunal Chandigarh and the matters are pending for adjudication.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed particulars as required under section 134(3)(m) of the Companies Act2013 read with Companies (Accounts) Rules 2014 are set out in the annexure-4 & 5forming a part of this report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedures. TheCompany is exposed to inherent uncertainties owing to the sectors in which it operates.Many risks exist in a company's operating environment and they emerge on a regular basis.The risks faced by the Company and their minimization procedures are assessedcategorically under the broad heads of High Medium and Low risks. Further the Companyidentifies risks and control systems are instituted to ensure that the risks in eachbusiness process are minimized/ mitigated. The Board provides oversight and reviews theRisk
Management Policy on a regular basis.
The Company has no Joint Venture or Associates as defined in the Companies Act 2013.The company has one wholly owned foreign subsidiary in the name of Venus Pharma GmbH inGermany. The financial statement of the subsidiary forming part of this annual report inconsolidated financial statement. Separate audited accounts are placed on the Companywebsite www.venusremedies.com. In accordance with Section 129(3) of the Companies Act2013 statement on the performance and Financial position of the Subsidiary Company in thespecified format AOC-1 is annexed to the Directors' Report as Annexure-6.
In line with the Corporate Governance Guidelines Performance Evaluation was conductedfor all Board Members for the Board and its Committees. The Board evaluation frameworkhas been designed in compliance with the requirements under the Companies Act 2013 andthe Listing Regulations and in accordance with the Guidance Note on Board Evaluationissued by SEBI in January 2017. The Board evaluation was conducted through questionnairedesigned with qualitative parameters and feedback based on ratings.
The evaluation of all the directors and board as a whole has made as per the CompaniesAct 2013. Criteria and framework as adopted by the Board is explained in the CorporateGovernance 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 theCompanies 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 (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy for prevention of Sexual Harassment of women at workplace. Company has complied with provisions relating to the constitution of InternalComplaint Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the year Company has not received anycomplaint of harrasement.
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 Equity shares orEmployee Stock Options.
CORPORATE SOCIAL RESPONSIBILITY
For financial year 2018-19 Company does not cover under any of the parameter asmentioned under the preview of Section 135 of the Companies Act 2013 and rules madethereunder. Company has prepared the policy on CSR which is available at Company's websitewww.venusremedies.com. Company has also constituted the CSR committee details of whichavailable 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 or through implementing agency |
| || || || ||NIL/ N.A. || || || |
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management discussion and analysis is provided as a separatesection in the annual report.
EVENT HAVING BEARING ON AFFAIRS OF THE COMPANY
The lenders of the company had approved corporate debt restructuring package of thecompany. However post corporate debt restructuring unforeseen hardships continued due tosevere global competition and other extraneous factors like rapidly changing governmentpolicies. The company could not escape from its manifestations as these policies haveimpacted the entire pharma industry that is facing a global recession leading to poorcash flows and increased financial distress. The company is actively working to resolvethe financial stress and exploring all means available to its disposal to settle defaultswith the banks.
PLEDGE OF PROMOTER'S SHAREHOLDING
The promoters have pledged 4630000 shares as collateral security to bank for creditfacility sanctioned to the Company.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.
PARTICULARS OF EMPLOYEES
During FY 2018-19 no employee is taking remuneration र102 lakhs or more andemployees employed for part of the year and in receipt of remuneration of र8.50 lakhsor more per month in accordance with the provisions of section 197(12) of the
Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personal) Rules 2014. Particulars of employees pursuant to section 134 (3)(q) of the Companies Act 2013 read with rules thereunder annexed as annexure 8 to theDirectors' Report.
The company operates not only within the regulatory framework but is also guided bybroader business ethics. The idea is to ensure good conscience transparency integrityand openness which would lead to accountability of the persons in charge of the companyand bring benefits to investors customers creditors employees and the society at large.
SHARE/ WARRANTS ISSUED DURING THE YEAR:
During the year Company has not issued or allotted any shares or warrants.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 the Unclaimed Dividend ofर577893/- relating to the financial years 2010-11 was transferred to the InvestorEducation and Protection Fund established by the Central Government. Unclaimed dividendfor the year 2011-12 is due to be transferred to the Investor Education and ProtectionFund on 27.09.2019.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed prescribed Indian Accounting Standards(Ind AS) in preparationof its financial statements.
CASH FLOW ANALYSIS
In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations 2015 theCash Flow Statement for the year ended on 31st March 2019 forms an integral part of theFinancial Statements.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Company has adopted Vigil Mechanism/ Whistle blower policy and same is available onCompany Website www. venusremedies.com.
COMMITTEES OF THE BOARD:
A detailed note on the Board and committee meetings including the composition is givenin the Corporate Governance Report which forms part of the Annual Report.
Mr. Rupinder Tewari (DIN 07009485) Non- Executive Independent Director of the Companyhas resigned due to professional occupancy w.e.f. 24th May 2019.
Mr. Ashutosh Jain (DIN-01336895) retires at the ensuing Annual General meeting andbeing eligible has offered himself for reappointment.
Mr. Brij Mohan Sharma has been appointed as additional Director (Non-ExecutiveIndependent Director) by the Board of Directors in their meeting held on 13th August 2019.The appointment of the said director Is proposed to be regularised in 30th AGM of thecompany.
Dr Suresh Kumar Chadha (DIN -00449766) Non Executive Independent Director & DrGilbert Wenzel (DIN 01492035) Non Executive Independent Directors are proposed to bereappointed for the second consecutive term by Board of Directors in their meeting held on13.08.2019.
Mr. Pawan Chaudhary as Managing Director and Mr. Peeyush Jain as Deputy ManagingDirector re-appointed for 3 years w.e.f. 13.08.19.
CODE FOR PREVENTION OF INSIDER TRADING
On December 31 2018 Securities and Exchange Board of India amended the Prohibition ofInsider Trading Regulations 2015 prescribing various new requirements with effect fromApril 1 2019. In line with the amendments your Company has adopted an amended Code ofConduct to regulate monitor and report trading by Designated Persons and their ImmediateRelatives under the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. The same is available at Company's websitewww.venusremedies.com.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
Internal Financial Control followed by the Company which helps in ensuring the orderlyand efficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the Accounting records and timely preparation of reliablefinancial information.
The Company has appointed auditors for internal financial control. Auditors work inline with accounting standards. Various policies and SOPs have been formed for variousprocess. They are continuously monitor the efficacy of internal controls/ compliance withthe objective of providing to the Audit Committee and the Board of Directors anindependent objective and reasonable assurance on the adequacy and effectiveness of theorganization's risk management control and governance processes.
The Board sincerely thanks employees for their dedicated services at all levels. Wealso acknowledge the support and wise counsel extended to us by the analysts bankersgovernment agencies and investors at large the advisers on our panel all concernedregulatory authorities our business associates suppliers the medical fraternitypatients and last but not the least our shareholders for their unflinching supportconstant guidance and trust in Venus Remedies Limited.
| ||For and on behalf of Board of Directors |
| ||For VENUS REMEDIES LIMITED |
| ||Pawan Chaudhary |
| ||Sd/- |
|Date: 13.08.2019 ||Chairman & Managing Director |
|Place: Panchkula ||DIN-00435503 |