Beta Drugs Ltd Directors Report.

To

The Members of BETA DRUGS LIMITED

Your Directors take pleasure in presenting the 16thAnnual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2021. The Management Discussion and Analysis has also been incorporated in this report.

FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

STANDALONE CONSOLIDATED
PARTICULARS YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020
Revenue from Operations 79,45,64,118.69 65,31,97,635.25 1,16,12,19,137.19 90,80,56,577.13
Other Income 61,12,387.36 41,65,267.78 49,77,593.92 41,04,848.78
Total Revenue 80,06,76,506.05 65,73,62,903.03 1,16,61,96,731.11 91,21,61,425.91
Less: Other expenses excluding depreciation 64,91,91,217.28 54,20,87,993.73 93,79,51,791.00 75,48,56,453.05
Less: Depreciation & Preliminary expenses written off 5,26,74,004.01 2,57,71,672.80 6,87,36,201.42 3,75,88,135.19
Profit / (loss) before Taxation 9,88,11,284.76 8,95,03,236.50 15,95,08,732.69 11,97,16,837.67
Less : Provision for Taxation
Current Tax 3,30,23,449.66 1,71,98,505.25 4,70,75,840.42 2,50,76,415.83
Deferred Tax -39,89,920.45 13,05,353.98 -48,11,646.39 4,89,247.37
Profit/ (loss) after Taxation 6,97,77,755.55 7,09,99,377.27 11,72,44,538.66 9,41,51,174.47

DIVIDEND:

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

TRANSFER TO RESERVE:

Profit of Rs. 6,97,77,755.55 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 21.80% i.e. from Rs. 6573.62 lakhs to Rs 8006.76 lakhs. Profit before tax increased by 10.40% i.e. from Rs. 895.03 lakhs to Rs.988.11lakhs. Profit after tax is Rs. 697.77lakhs.

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 27.85% i.e. from Rs. 9121.61 lakhs to Rs.11661.96 lakhs. Profit before tax increased by 33.23% i.e. from Rs. 1197.17 lakhs to Rs.1595.08 lakhs. Profit after tax increased by 24.53% i.e. from Rs.941.51 lakhs to Rs.1172.44 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 2021-22.

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, Yashnobod 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-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 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 6 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. Since the plant is still not operational and the company has no commercial activity till March, 2021 therefore no sales happened so far during the period, April 1, 2020 to March 31, 2021.

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 3,163.19 lakhs with a profitability of Rs 251.41 lakhs.

Adley Lab Limited is engaged in manufacturing of Oncology API. During the period under review, Adley Lab Limited achieved a turnover of Rs 2,062.28 lakhs with a profitability of Rs 223.25 lakhs. 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 2020-21 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 shares 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 Mrs. Seema Chopra (DIN: 08510586), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself to be re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mrs. Seema Chopra (DIN: 08510586) as Director of the Company liable to retire by rotation.

During the year under review, Mr. Vijay Kumar Batra, Chairman cum Managing Director of the company left us for heavenly abode on 23rd January, 2021. He contributed immensely towards building this company since its inception. He was a visionary and businessman par excellence. He had foreseen the scope in a niche segment like Oncology and laid the foundation of Indian Pharma Multinational in Oncology segment. The Board of Directors in their meeting held on 27th January, 2021 has promoted and appointed Mr. Rahul Batra, (DIN:02229234) and Mr. Varun Batra (DIN: 02148383) Whole Time Directors of the company to the position of Chairman cum Managing Director and Joint Managing Director respectively further subject to the approval of shareholders in the 16thAnnual General Meeting to be held on 30thSeptember, 2021. Further, during the year, under review Mr. Jayant Kumar, Chief Financial Officer (CFO) of the company has resigned from the post of CFO w.e.f. 4th March, 2021 and in his place Mr. Nipun Arora was appointed as Chief Financial Officer of the company (CFO) w.e.f. 5th March, 2021. Brief profile of the directors seeking appointment/re-appointment and other details including remuneration etc has been given in the explanatory statement 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 2020-21, the Board of Directors met nine times viz. 28thMay, 2020,17thJune, 2020, 6th July,2020, 31st August, 2020, 24th September, 2020, 19th October, 2020, 18th January, 2021,27th January, 2021 & 5th March, 2021.

Name of the Director Number of Board Meetings Attended
Vijay Kumar Batra 7
Rahul Batra 9
Varun Batra 9
Balwant Singh 9
Rohit Parti 9
Manmohan Khanna 9
Seema Chopra 9

Last Annual General Meeting of the company was held on 30th September, 2020. During the Financial year 2020-21 no Extraordinary General Meeting was held.

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, 2021 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, 2022.

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 2020-21 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, 2022.

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. The Secretarial Audit Report is annexed herewith as "Annexure-2".

COMPANY REPLY TO THE SECRETARIAL AUDITOR QUALIFICATION:

Qualification Company Reply
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. Similarly pursuant to provisions of Section 152(6) (a) of Companies Act, 2013, not less than 2/3rd of total number of directors (total 4 directors excluding independent Director) of Public Company shall be persons whose period of office is liable to determination by retirement of directors by rotation, whereas Company is having only 2 Non Rotational Directors (Managing Director) and 2 Rotational Directors as on 31.3.2021 and company require minimum 3 Rotational Directors. The company is in the process of finding suitable candidate and fill the vacancy of non-executive director at the earliest possible. Due to the sad demise of Mr. Vijay Batra on 23rd January, 2021 Mr. Rahul Batra & Mr. Varun Batra, whole time directors of our company was promoted to the position of Managing Director/ Joint Managing Director respectively. As per article of Association of the company Managing directors are not liable to retire by rotation therefore after their promotion there is a shortfall of directors liable to retire by rotation w.e.f 23.01.2021. Now in the ensuing AGM company has put the item for the approval of the shareholders for amendment of Article of Association in which the Managing Director or Managing Directors, whole-time Director or whole-time Directors so appointed shall be liable to retire by rotation. Therefore the requirement of number of directors liable to retire by rotation under Section 152(6) (a) of Companies Act, 2013, will be fulfilled.
2 It is also further drawn to your attention that on account of vacancy caused by resignation of one independent director w.e.f. 22.02.2019 there was a shortfall of one independent Director upto 23.1.2021 required u/s 149(4) of the Companies Act, 2013 as per strength of Board of Directors of Company upto 23.1.2021. Since the company has not found any suitable therefore there was a shortfall of one independent Director upto 23.1.2021. But after the sad demise of Mr. Vijay Kumar Batra on 23rd January, 2021, the need of appointing one more independent director on the board of directors of the company as per section 149(4) of the Companies Act, 2013 is no more required.
3 Clause 33(3)(d) of LODR- submission of non consolidated annual audited financial results as at 31.3.2021 to Stock Exchange with respect to one 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 31.3.2021, Standalone financial statements as at 31.3.2021 / Statement containing salient features thereof required not attached with annual report. Annual performance report (APR) form not filed for calendar year 2020 to Reserve bank of India thru authorized dealer bank for audited financial statements of Beta UBK International Pvt. Ltd, overseas subsidiary of Company. Since the plant is still not operational and the company has no commercial activity till March, 2021 therefore company has not consolidated the accounts of foreign subsidiary. There is no much impact on the consolidated financial statements of the company. Company is in the process of filing the Annual Performance report.
4. Cumulative Unspent CSR amount of Rs. 10,79,220.30 remaining in the books as per 2nd proviso of Section 134 (5) of Companies Act, 2013.
Financial year Amount remaining to be spent
1. 2018-19 5,31,495.00
2. 2019-20 5,47,725.30
3. 2020-21 Nil
Total = 10,79,220.30
The company has spent Rs 21,71,255 during the financial year 2020-21. Whereas the company was required to spend an amount of Rs 17,38,358 during the financial year 20-21 calculated on the basis of the average net profit of three preceding Financial Years. Therefore the company has spent the full obligation of CSR for the FY 2020-21 and also spent part unspent amount of Rs 4,32,897 for the CSR obligation outstanding for the FY 2018-19. Since the amendment provisions made under section 134 (5)of the Companies Act, 2013 applicable w.e.f. 22.01.2021 are prospective in nature and not applicable to the unspent CSR amount of Rs 10,79,220.30 for the period prior to amendment. Further due to the long term & world wide impact of COVID-19 pandemic & also its impact on the operations and financial positions of the company, sudden demise of the main promoter of the company, balance unspent amount could not be spent during the FY 2020-21. However the company has fully spent the unspent CSR amount by the month of May, 21 for COVID-19 Project.

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. During the year under review the Board of Directors has reconstituted the committee & the composition of the committee is as follows:-

1. Mr. Manmohan Khanna Member (Chairman w.e.f. 24.09.2020)
2. Mr. Rohit Parti Chairman ( member w.e.f. 24.09.2020)
3. Mr. Vijay Kumar Batra Member(ceased w.e.f. 27.01.2021)
4. Mr. Rahul Batra Member (Appointed w.e.f. 27.01.2021)

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

Date of Meeting Strength of Committee No. of Members Present
1. 6th May, 2020 3 3
2. 28thMay, 2020 3 3
3. 31st August, 2020 3 3
4. 19thOctober, 2020 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. During the year under review the Board of Directors has reconstituted the committee & the composition of the committee is as follows:-

1. Mr. Manmohan Khanna Member (Chairman w.e.f. 24.09.2020)
2. Mr. Rohit Parti Chairman ( member w.e.f. 24.09.2020)
3. Mr. Vijay Kumar Batra Member(ceased w.e.f. 27.01.2021)
4. Mr. Rahul Batra Member (Appointed w.e.f. 27.01.2021)

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

Date of Meeting Strength of Committee No. of Members Present
1. 31st August, 2020 3 3
2. 19th October, 2020 3 3
3. 27th January,2021 2 2
4. 5th March, 2021 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. During the year under review the Board of Directors has reconstituted the committee & the composition of the committee is as follows:-

1. Mr. Manmohan Khanna Member (Chairman w.e.f. 24.09.2020)
2. Mr. Rohit Parti Chairman ( member w.e.f. 24.09.2020)
3. Mr. Vijay Kumar Batra Member(ceased w.e.f. 27.01.2021)
4. Mr. Rahul Batra Member (Appointed w.e.f. 27.01.2021)

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on 31st March, 2021.Mrs.Rajni Brar, Company Secretary is the Compliance Officer for the above purpose. During the year, one meeting of the Stakeholders Relationship Committee was held. Details of the Meeting are as follows:

Date of Meeting Strength of Committee No. of Members Present
1. 28th May, 2020 3 3
2. 31stAugust, 2020 3 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. Rajni Brar, Company Secretary Presiding Officer
2. Mrs. Salita Chauhan, Sr. Executive H.R. Member
3. Mr. Rajesh Kumar Mishra, Manager Production Member
4. Mr. Saurabh Verma, 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:

The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual Return attached with this report. 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 2020-21 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:- 2)

Name of Director/KMP and Designation Remuneration of Director/KMP for the Financial Year 2020-21 (In Rs.) %age Increase in Remuneration for the Financial Year 2020-21 Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. Vijay Kumar Batra, Chairman cum Managing Director (deceased w.e.f 23.07.2021) NIL NIL NIL
2. Mr. Varun Batra, Whole Time Director 64,15,000* 25.78% 30.60
3. Mr. Rahul Batra, Whole Time Director 64,15,000* 25.78% 30.60
4. Mr. Balwant Singh, Whole Time Director 18,35,910 6.34% 8.75
5. Mrs. Seema Chopra, Whole time Director 5,76,595 59.54% 2.75
6. Mr. Manmohan Khanna, Independent Director NIL NIL NIL
7. Mr. Rohit Parti, Independent Director NIL NIL NIL
8. Mrs. Rajni Brar, Company Secretary 6,63,370 0.51% 3.16
9. Mr. Jayant Kumar, CFO (resigned w.e.f. 4thMarch, 2021 close of business hour) 11,50,604 4.25% 5.48
10. Mr. Nipun Arora, CFO (w.e.f. 05th March, 2021) 1,75,000 NIL 0.83

2) The Median Remuneration of Employees of the Company during the financial year 2020-21 was Rs.2,09,616/-

3) There was a increase of 0.62% in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 243 for the year ended March 31, 2021.

5) There was an increase of 21.31% in salaries of employees other than the managerial personnel during the financial year 2020-21 while the increase in the remuneration of managerial personnel was 22.50%. 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, 2021 is as per the Remuneration Policy of the Company.

*During the year under review due to outbreak of COVID-19 Mr. Rahul Batra & Mr. Varun Batra, Whole time directors of the company had not withdrawn any remuneration in the month of April, 2020 &in May,2020 they withdrawn remuneration of Rs 4,15,000p.m. respectively in place of monthly salary of Rs 6,00,000/- p.m. respectively.

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.

During the year under review the Board of Directors has reconstituted the committee& the composition of the committee is as follows:- details as follows:-

1. Mr. Vijay Kumar Batra Chairman (ceased w.e.f. 27.01.2021)
2. Mr. Rahul Batra Member (Chairman w.e.f. 27.01.2021)
3. Mr. Varun Batra Member (appointed w.e.f. 27.01.2021)
4. Mr. Rohit Parti Member

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

Date of Meeting Strength of Committee No. of Members Present
1. 25thAugust, 2020 3 3
1. 2nd January,2021 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. 17,38,358 during the year being 2% of the average net profits for the immediately preceding three Financial Years. The total amount to be spent during the year was Rs. 32,50,475.30 including the amount unspent carried forward from previous year. The actual amount spent during the financial year was Rs. 21,71,255 on eligible projects/ activities approved by the Board on the recommendation of the CSR Committee and amount of Rs. 10,79,220.30remain unspent for the year under review. 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

(A) 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) The Company has not imported any technology during the year. Hence, there are no details to be furnished under this clause.
(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
(iv) the expenditure incurred on Research and Development There are no expenditure incurred on Research and Development by the Company.

(B) 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 31.3.2021 Amt. as on 31.3.2020
Earnings in Foreign Exchange 11,84,23,042.58 3,24,59,138.85
Foreign Exchange Outgo 25,63,534.50 60,03,130.21

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 followed 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.

DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2021. There were no unclaimed or unpaid deposits as on March 31, 2021. 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).

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as Annexure-4, forming part of the Boards Report. The same is also 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 31st March, 2021:-

PARTICULARS During the financial year 2020-21 Amount as on 31st March, 2021
LOANS GIVEN BY COMPANY
LOAN TO ADLEY LAB LIMITED (Wholly-owned Subsidiary) Nil 1,43,57,915.00
LOAN TO ADLEY FORMULATIONS PRIVATE LIMITED (AFPL) (Wholly-owned Subsidiary) Nil 1,13,94,883.00
TOTAL Nil 2,57,52,798.00
INVESTMENTS MADE BY COMPANY
INVESTMENT IN BETA UBK INTERNATIONAL PVT. LTD. 42,69,312.87 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
TOTAL 42,69,312.87 6,54,29,905.49
GUARANTEES GIVEN BY COMPANY
GUARANTEE GIVEN FOR WORKING CAPITAL LIMIT OF ADLEY FORMULATIONS PRIVATE LIMITED
(Wholly-owned Subsidiary) Nil 5,55,00,000.00
GUARANTEE GIVEN TO ICICI BANK FOR LOAN TAKEN BY ADLEY FORMULATIONS PRIVATE LIMITED
(Wholly-owned Subsidiary) Nil 4,85,29,011.00
GUARANTEE GIVEN TO SIDBI FOR WORKING CAPITAL CREDIT FACILITY TAKEN BY ADLEY LAB
LIMITED (Wholly-owned Subsidiary) 37,00,000.00 37,00,000.00
TOTAL 37,00,000.00 10,77,29,011.00

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.

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.

Particulars Name of the company
1 Name (s) of the elated party & nature of elationship Adley Lab Limited (wholly owned subsidiary) Adley Formulations Private Limited (wholly owned subsidiary) BT Associates Pvt Ltd. Rishi Herbal Products
2 Nature of contracts/Arrangements /transaction ) Purchase of Goods: Rs 11,47,78,350.00 i)lnterest received on unsecured loan: Rs 17,95,042.00 )Sale of Goods: Rs 9,58,468.77 ii) Purchase of Goods: Rs 1,49,30,659.00 iii) Unsecured Loan repaid by subsidiary: Rs 32,00,000.00 iv) Interest received on Unsecured Loan :Rs 13,43,894.00 Payment of Building Rent-Rs 31,19,736 (i) Sale of Goods: Rs 8,86,598.47 (ii) Purchase of Goods: 4,20,280.00
3 Duration of the contracts/Arrangem ents /transaction Regular Regular 3 Years Regular
4 Salient terms of the contracts or arrangements or transaction including the value, if any Transactions are at Arms ength basis and in the ordinary course of business Transactions are at Arms ength basis and in the ordinary course of business Transactions are at Arms length basis and in the ordinary course of business Transactions are at Arms length basis andl in the ordinary course of business
5 Date of approval by the Board 2S:h May, 2020 2S:h May, 2020 28* May, 2020 28th May, 2020
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 - 5.

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: 31.08.2021 By Order of the Board of Directors
Place: Panchkula sd/-
Rahul Batra
Chairman & Managing Director
(DIN: 02229234)