beta drugs ltd share price Directors report

To

The Members of BETA DRUGS LIMITED

Your Directors take pleasure in presenting the 18^thAnnual Report of the Company together with the Audited Accounts for the financial year ended on 31^st March, 2023. The Management Discussion and Analysis has also been incorporated in this report.

? FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

PARTICULARS	STANDALONE (Amount in Lacs)		CONSOLIDATED (Amount in Lacs)
	YEAR ENDED 31.03.2023	YEAR ENDED 31.03.2022	YEAR ENDED 31.03.2023	YEAR ENDED 31.03.2022
Revenue from Operations	15,787.46	12,484.68	22,711.36	18,383.74
Other Income	104.28	85.79	75.35	75.69
Total Revenue	15,891.74	12,570.47	22,786.71	18,459.43
Less: Other expenses excluding depreciation	12751.31	10,007.53	17,640.06	14,303.87
Less: Depreciation & Preliminary expenses written off	619.48	546.78	1,041.00	725.42
Profit / (loss) before Taxation	2,520.95	2,016.16	4,105.65	3,430.14
Less : Provision for Taxation
Current Tax	668.39	615.06	1085.85	950.62
Deferred Tax	-29.05	-23.54	-52.07	-3.23
Profit/ (loss) after Taxation	1,881.61	1,424.65	3,071.87	2,482.75

? DIVIDEND:

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

? TRANSFER TO RESERVE:

Profit of Rs.18881.61 lakhs was transferred to surplus a/c.

? REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

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

• STANDALONE:

During the year, Revenue of the Company increased by 26.42% i.e. from Rs 12,570.47 lakhs to Rs 15,891.74 lakhs .Profit before tax increased by 25.04% i.e. from Rs. 2,016.16 lakhs to Rs.2,520.95 lakhs. Profit after tax increased by 32.07% i.e. from Rs. 1424.65 lakhs to Rs.1881.61 lakhs.

• CONSOLIDATED:

The Consolidated Financial Statements of the Company have been prepared as per Accounting Standard of the Institute of Chartered Accountants of India. During the year, Companys consolidated Revenue increased by 23.44% i.e. from Rs. 18,459.43lakhs to Rs.22,786.71 lakhs. Profit before tax increased by 19.69% i.e. from Rs.3430.14 lakhs to Rs.4105.65lakhs. Profit after tax increased by 23.73% i.e. from Rs.2482.75 lakhs to Rs.3071.87 lakhs.

? CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business.

? MATERIAL CHANGES:

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

? LISTING:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge).

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.

? SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

Company has following Subsidiary Companies:-

? Beta Ubk International Private Limited, subsidiary in Uzbekistan having works & registered office at: 27, Alimkent Street, Yashnabad District, Tashkent City, Uzbekistan with 60% Shareholding.

Business: Manufacturing of Oncology Products.

? Adley Formulations Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, Sector-5, Panchkula, Haryana-134114 & Works at Kotla, Barotiwala, Distt Solan, Himachal Pradesh with 100% Shareholding

Business: Manufacturing & Trading of Oncology Products

? Adley Lab Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office & Works at D-27, Focal Point, Derabassi-140507 (SAS Nagar, Mohali) with 100% Shareholding

Business: Manufacturing of Oncology API

• Beta Research Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, 1^st Floor, Sector-5, Panchkula, Haryana-134114 with 100% Shareholding.

A statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 in form AOC - 1 is appended as Annexure - 5

The Company is not having any other Joint Venture or Associate Company.

? PERFORMANCE OF SUBSIDIARY COMPANIES:

? Beta Ubk International Private Limited is engaged primarily in manufacturing of Oncology Products. There were no commercial transactions during the year.

? Adley Formulations Private Limited is engaged primarily in Manufacturing & Trading of Oncology Products. During the period under review, Adley Formulations Private Limited achieved a turnover of Rs 5,820.54 lakhs with a profitability ofRs644.42 lakhs.

? Adley Lab Limited is engaged in manufacturing of Oncology API. During the period under review, Adley Lab Limited achieved a turnover of Rs 4276.94lakhs with a profitability of Rs 545.84lakhs.

? Beta Research Private Limited, there is no operations till date.

Therefore Adley Formulations Private Limited and Adley Lab Limited played a significant role toward the increase in the overall profitability of the company.

? REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

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

? INCREASE IN AUTHORISED SHARE CAPITAL:

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

? ALLOTMENT OF SHARES:

During the financial year 2022-23 the Company has not allotted any shares

? DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in Demat mode.

? DEPOSITORY SYSTEM:

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

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Rahul Batra (DIN: 02229234)&Mr. Ashutosh Shukla (DIN: 09461568), Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves to be re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Rahul Batra (DIN: 02229234) &Mr. Ashutosh Shukla (DIN: 09461568), as Director of the Company liable to retire by rotation.

Brief profile of the directors seeking appointment/re-appointment and other details including remuneration etc has been given in the Annexure-1 of the notice of the ensuing AGM.

? DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

? FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

? NUMBER OF MEETINGS OF BOARD:

During the FY 2022-23, the Board of Directors met thirteen times viz. 1^st April, 2022, 27^th April, 2022, 13^thMay, 2022,4^th June, 2022, 16^th June, 2022, 20^th July, 2022,28^th July, 2022,5^th August, 2022, 30^thAugust, 2021, 27^th September, 2022,13^th October, 2022, 27^th October, 2022,&16^thFebruary, 2023.

Name of the Director	Number of Board Meetings Attended
Rahul Batra	13
Varun Batra	13
Balwant Singh	13
Rohit Parti	13
Manmohan Khanna	13
Seema Chopra	13
Ashutosh Shukla	13

Last Annual General Meeting of the company was held on 29^th September, 2022.

During the Financial year 2022-23no Extraordinary General Meeting was held. No item was required to be passed through postal ballot during the Financial year 2022-223.

? DECLARATION BY INDEPENDENT DIRECTORS:

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

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

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme Hence disclosure regarding the same is not given.

? AUDITORS REPORT:

M/s Kalra Rai & Associates, Chartered Accountants, Chandigarh, Firm Registration Number 008859N have issued their Report (Standalone & Consolidated) for the financial year ended on March 31, 2023 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark hence no explanation or comments of the Board is required in this matter.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

? COMMENTS ON AUDITORS REPORT:

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

? COST AUDITOR:

The Board of Directors of your Company has appointed M/s Charu Jindal & Company, Cost Accountants, Dehradun as Cost Auditors to conduct audit of the Cost Records for Financial Year to be ended on March 31, 2024.

? COST RECORDS:

The Central Government has prescribed the maintenance of cost records under section 148(1) of the act, for the goods supplied by the Company. The Company had maintained proper cost records. Cost Audit Report for the financial year 2022-23 is being filed.

? INTERNAL AUDITOR:

The Board of Directors of your company has appointed M/s Srivastava V.K. & Associates, Chartered Accountants, Chandigarh as Internal Auditors to conduct Internal audit for Financial Year to be ended on March 31, 2024.

? 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 Company has appointed Mr. Dinesh Bhandari, Company Secretary to undertake the Secretarial Audit of the Company for Financial Year to be ended on March 31, 2024.

The Secretarial Audit Report for the FY 2022-23 is annexed herewith as "Annexure-2".

? MANAGEMENT COMMENTS TO THE SECRETARIAL AUDITOR QUALIFICATION/OBSERVATIONS:

Audit Qualifications/Observations	Management Comments
1. Section 178 (1) of Companies Act, 2013 requires Composition of Nomination and remuneration committee of 3 or more non executive director, whereas Company has only 2 non executive directors in the Committee. It is also further drawn to your attention that there is a shortfall of one independent Director w.e.f. 20.1.2022 required u/s 149(4) of the Companies Act, 2013 as per strength of Board of Directors of Company.	The company is in the process of finding the suitable candidate and will fill the vacancy of Independent Director. After appointing the Independent Director, the composition of Nomination and Remuneration Committee will be as per the requirement of Section 178 (1) of Companies Act, 2013.
2. (i)Clause 33(3)(d) of LODR- submission of non consolidated annual audited financial results as at 31.3.2023 to Stock Exchange with respect to non operative foreign subsidiary viz. Beta UBK International Pvt. Ltd. Compliance required u/s 129, 136 and other relevant provisions of Companies Act, 2013 with respect to (non-operative) foreign subsidiary viz. Beta UBK International Pvt. Ltd not made inter-alia Consolidation of Annual Audited Financial Statements as at 31.3.2023, Standalone financial statements as at 31.3.2023 / Statement containing salient features thereof required not attached with annual report. Unaudited financials of non operative wholly owned subsidiary Beta Research Pvt Ltd, were consolidated. ii) Annual performance report (APR) for calendar year 2022 not filed to authorized dealer bank in respect of Beta UBK International Pvt. Ltd., foreign subsidiary.	(i) Since the production facility in Beta UBK International Pvt. Ltd was not operational till Balance Sheet date and the subsidiary is non operational since incorporation, therefore financials of Beta Ubk International was not consolidated. Beta Research Pvt. Ltd is 100% subsidiary, however, the accounts were skipped to be audited though the consolidation was done, as there was only one transaction of capital induction and no other transaction was there. However it was audited on 28.08.2023. (ii) The company is non-operative therefore APR is not yet filed.

? INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director. The Internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:-

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

? AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Audit Committee.

The composition of the committee is as follows:-

1. Mr.Manmohan Khanna	Chairman
2. Mr.Rohit Parti	Member
4. Mr.Rahul Batra	Member

During the year, Audit Committee has met four times details of the same are as follows:

Sr. No Date of Meeting	Strength of Committee	No. of Members Present
1. 1st April, 2022	3	3
2. 27th April,2022	3	3
3. 30thAugust, 2022	3	3
4. 27thOctober, 2022	3	3

The term of references of audit committee are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditors report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

? NOMINATION & REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Nomination and Remuneration Committee.

The composition of the committee is as follows:-

1. Mr. Manmohan Khanna	Chairman
2. Mr. Rohit Parti	Member
3. Mr. Rahul Batra	Member

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

Sr. No Date of Meeting	Strength of Committee	No. of Members Present
1. 13th May, 2022	3	3
2. 20th July, 2022	3	3
2. 30thAugust, 2022	3	3

Remuneration Policy: Website link:-

http://www.betadrugslimited.com

(a) Remuneration to Executive Directors:

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

(b) Remuneration to Non-Executive Directors:

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

? STAKEHOLDERS RELATIONSHIP COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

1. Mr. Manmohan Khanna	Chairman
2. Mr.Rohit Parti	Member
4. Mr. Rahul Batra	Member

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on 31st March, 2023.Mrs.Rajni Brar, Company Secretary is the Compliance Officer for the above purpose.

During the year, two meeting of the Stakeholders Relationship Committee was held. Details of the Meeting are as follows:

ALIGN=RIGHT>3

Sr. No Date of Meeting	Strength of Committee	No. of Members Present
1. 27thApril, 2022	3	3
2. 16th February, 2023	3

? POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

? WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. No director or employee has been denied access to the Audit Committee.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Companys Web www.betadrugslimited.com.

? POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

? RISK MANAGEMENT POLICY/PLAN:

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

Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.

? VIGIL MECHANISM:

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

Hence, there is no vigil mechanism in the company.

? CODE OF BUSINESS CONDUCT AND ETHICS:

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

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Beta Drugs Limited at the time when there is unpublished price sensitive information.

The COC is available on the website of the Company www.betadrugslimited.com and the Directors and senior management personnels of the company has complied with the code of conduct.

? DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has a policy and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace. The Complaint Committee for Redressal of Sexual Harassment consists of the following members:-

1. Mrs. Salita Chauhan,	Presiding Officer
2. Mrs. Parul Thakur	Member
3. Ms. Sonia Nawani,	Member
4. Mr. Balwant Singh,	Member
5. Mr. Rajeev Kumar Sharma, Advocate	Member

? REMUNERATION POLICY:

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

The Companys shareholders may refer the Companys website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically.

The remuneration policy is in consonance with the existing industry practice.

? ANALYSIS OF REMUNERATION:

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:-

1) The percentage increase in Remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2022-23 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:-

Sr No. Name of Director/KMP and Designation	Remuneration of Director/KMP for the Financial Year 2022-23 (In Rs.)	%age Increase in Remuneration for the Financial Year 2022-23	Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. Varun Batra, Whole Time Director	1,21,00,000	44.05%	79.52
2. Mr. Rahul Batra, Whole Time Director	1,21,00,000	44.05%	79.52
3. Mr. Balwant Singh, Whole Time Director	26,61,560	24.86%	17.50
4. Mr. Ashutosh Shukla, Whole Time Director	42,22,996	-	27.75
5. Mrs. Seema Chopra, Whole time Director	8,87,228	29.10%	5.83
6. Mr. Manmohan Khanna, Independent Director	NIL	NIL	NIL
7. Mr. Rohit Parti, Independent Director	NIL	NIL	NIL
8. Mrs. Rajni Brar, Company Secretary	8,39,727	9.19%	5.52
9. Mr. Nipun Arora, CFO	26,23,256	15.40%	17.24

2) The Median Remuneration of Employees of the Company during the financial year 2022-23 was Rs.1,52,152/-

3) There was an increase of13.88%in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 315 for the year ended March 31, 2023.

5) There was an increase of 42.81% in salaries of employees other than the managerial personnel during the financial year 2022-23 while the increase in the remuneration of managerial personnel was 32.66%. The aggregate limit of remuneration of managerial personnel was reviewed and revised, keeping in view the need for leveraging experience and expertise as well as rewarding talent and the prevailing trend in the industry. Therefore increase in the managerial remuneration is justified.

6) It is affirmed that remuneration paid during the year ended March 31st, 2023 is as per the Remuneration Policy of the Company.

7) There is no employee withdrawing remuneration equal to or more than the limit prescribed in rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

? PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

? REGULATORY ORDERS:

During the year, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

? CSR COMMITTEE:

As required under the provisions of section 135 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

1. Mr. Rahul Batra	Chairman
2. Mr. Varun Batra	Member
3. Mr. Rohit Parti	Member

During the year, four meeting of the Corporate Social Responsibility Committee was held. Details of the Meeting are as follows:

Sr. No Date of Meeting	Strength of Committee	No. of Members Present
1. 30thAugust, 2022	3	3
2. 15th November,2022	3	3
3. 3rd January,2023	3	3
4. 7th March, 2023	3	3

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

The Company has provided for the corporate social responsibility as per Section 135 of the Companies Act 2013 i.e. Rs. 29,17,943.00during the year being 2% of the average net profits for the immediately preceding three Financial Years. The actual amount spent during the financial year was Rs. 29,28,000.00 on eligible projects/ activities approved by the Board on the recommendation of the CSR Committee. Brief particulars of the CSR projects undertaken are given in Annexure 3, forming part of the Boards Report.

? DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

(A)CONSERVATION OF ENERGY:

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

(B) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported; (b) the year of import; (c )whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	The Company has not imported any technology during the year. Hence, there are no details to be furnished under this clause.
(iv) the expenditure incurred on Research and Development	Rs 2,53,26,735.97

(C)Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are given below:

Particulars	Amt. as on 31.3.2023	Amt. as on 31.3.2022
Earnings in Foreign Exchange	27,82,93,667.94	15,17,67,682.14
Foreign Exchange Outgo	4,79,58,756.36	45,84,461.22

? INTERNAL FINANCIAL CONTROL:

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Directors has laid down internal financial controls to be follo0wed by the Company and that such internal financial controls are adequate and have been operating effectively.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

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

? AGREEMENTS THAT SUBSIST AS ON THE DATE OF NOTIFICATION OF CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III. THEIR SALIENT FEATURES. INCLUDING THE LINK TO THE WEBPAGE WHERE THE COMPLETE DETAILS OF SUCH AGREEMENTS ARE AVAILABLE- N.A.

? DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits outstanding as on March 31, 2023. No unsecured loan has been received from the Directors of the company.

? CORPORATE GOVERNANCE:

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

Hence, the Report on Corporate Governance is not forming part of the Directors Report.

? TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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

? ANNUAL RETURN:

Annual Return is available on the Companys website at www.betadrugslimited.com.

? PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Company has provided the following loans, investments or guarantees under section 186 of the Companies Act, 2013 as on 31^st March, 2023:-

PARTICULARS	During the financial year 2022-23	Amount as on 31st March, 2023
LOANS GIVEN BY COMPANY
LOAN TO ADLEY LAB LIMITED (Wholly-owned Subsidiary)	47,50,000.00	1,98,46,255.00
LOAN TO ADLEY FORMULATIONS PRIVATE LIMITED (AFPL) (Wholly-owned Subsidiary)		2,86,22,788.00
TOTAL	47,50,000.00	4,84,69,043.00
INVESTMENTS MADE BY COMPANY
INVESTMENT IN BETA UBK INTERNATIONAL PVT. LTD.	Nil	77,89,905.49
INVESTMENT IN ADLEY FORMULATION PVT. LTD.	Nil	1,26,00,000.00
INVESTMENT IN ADLEY LAB LTD.	Nil	4,50,40,000.00
INVESTMENT IN BETA RESEARCH PVT. LTD.	1,00,000.00	1,00,000.00
TOTAL	1,00,000.00	6,55,29,905.49
GUARANTEES GIVEN BY COMPANY
GUARANTEE GIVEN TO ICICI BANK FOR ADLEY FORMULATIONS PRIVATE LIMITED (Wholly- owned Subsidiary)	Nil	11,19,00,000.00
GUARANTEE GIVEN TO HDFC BANK FOR ADLEY LAB LIMITED (Wholly-owned Subsidiary)	Nil	8,25,00,000.00
GUARANTEE GIVEN TO SIDBI FOR ADLEY LAB LIMITED (Wholly-owned Subsidiary)	Nil	37,00,000.00
TOTAL	Nil	19,81,00,000.00

? RELATED PARTY TRANSACTIONS: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso Form No. AOC -2, given below:

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business.

Information Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. No. Particulars	Details
Name (s) of the related party & nature of relationship	NIL
Nature of contracts/arrangements/transaction	-
Duration of the contracts/arrangements/transaction	-
Salient terms of the contracts or arrangements or transaction including the value, if any	-
Justification for entering into such contracts or arrangements or transactions	-
Date of approval by the Board	-
Amount paid as advances, if any	-
Date on which the special resolution was passed in General meeting as required under first proviso to section 188	-

2. Details of material contracts or arrangements or transactions at Arms length basis.

SL. No. Particulars
1 Name (s) of the related party & nature of relationship	Adley Lab Limited (wholly owned subsidiary)	Adley Formulations Private Limited (wholly owned subsidiary)	BT Associates Pvt Ltd.
2 Nature of contracts/Arrangements /transaction	i) Purchase of Goods: Rs 16,38,16,659.00 ii) Interest received on unsecured loan: Rs 13,06,399.00 iii) Sale of Goods: Rs 1,40,000.00 iv) Unsecured Loan given by subsidiary: Rs 47,50,000.00 v) Sale of Machinery: Rs 20,00,000.00 vii)Purchase of Machinery: Rs 2,50,585.00	i) Sale of Goods: Rs 1,82,19,181.18 ii) Purchase of Goods: Rs 5,06,39,544.83 iii) Sale of Fixed assets: Rs 44,12,028.24 iv) Interest received on Unsecured Loan :Rs 24,27,598.00	Payment of Building Rent: Rs 28,88,640.00
3 Duration of the Contracts/Arrangements /transaction	Regular	Regular	Regular
4 Salient terms of the contracts or arrangements or transaction including the value, if any	Transactions are at Arms length basis anc in the ordinary course of business	Transactions are at Arms length basis anc in the ordinary course of business	Transactions are at Arms length basis and in the ordinary course of business
5 Date of approval by the Board	1st April, 2022	1st April, 2022	1st April, 2022
6 Amount paid as advances, if any		-	-

? MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 4.

? THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR. N.A.

? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS

During the period under review there was no instance of one time settlement with any Banker Financial Institution.

? APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Dated: 01.09.2023	By Order of the Board of Directors
Place: Panchkula	sd/-
	Rahul Batra
	Chairman & Managing Director
	(DIN: 02229234)