Beta Drugs Ltd Directors Report.

To

The Members of BETA DRUGS LIMITED

Your Directors take pleasure in presenting the 17thAnnual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2022. 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. 2022 YEAR ENDED 31. 03. 2021 YEAR ENDED 31. 03. 2022 YEAR ENDED 31. 03. 2021
Revenue from Operations 12,484.68 7,945.64 183,383.74 11,612.19
Other Income 85.79 61.12 75.69 49.78
Total Revenue 12,570.47 8,006.77 18,459.43 116,61.97
Less: Other expenses excluding depreciation 10,007.53 6,491.91 14,303.87 9,379.52
Less: Depreciation & Preliminary expenses written off 546.78 526.74 725.42 687.36
Profit / (loss) before Taxation 2,016.16 988.11 3,430.14 1,595.09
Less: Provision for Taxation
Current Tax 615.06 330.23 950.62 420.76
Deferred Tax -23.54 -39.90 -3.23 -48.12
Profit/ (loss) after Taxation 1,424.65 697.78 2,482.75 1,172.45

DIVIDEND:

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

TRANSFER TO RESERVE:

Profit of Rs. 14,24,64,839.93was 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 57% i. e. from Rs. 8, 006. 76 lakhs to Rs 12, 570. 47 lakhs. Profit before tax increased by 104% i. e. from Rs. 988. 11 lakhs to Rs. 2016. 16 lakhs. Profit after tax increased by 104. 17% i. e. from Rs. 697. 78 lakhs to Rs. 1424. 65 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 58. 29% i. e. from Rs. 11661. 97 lakhs to Rs. 18459. 43 lakhs. Profit before tax increased by 115. 04% i. e. from Rs. 1595. 09 lakhs to Rs. 3430.14 lakhs. Profit after tax increased by 111. 75% i. e. from Rs. 1172. 45 lakhs to Rs. 2482. 75 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 2022-23.

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-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 approvals were obtained in the last quarter of FY 2021-22, so the sales couldnt happen in the FY 2021-22. There was no commercial transactions till date other than the induction of Share capital.

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 5,115.35 lakhs with a profitability of Rs 501.65 lakhs.

Adley Lab Limited is engaged in manufacturing of Oncology API. During the period under review, Adley Lab Limited achieved a turnover of Rs 3,400.62 lakhs with a profitability of Rs 556.45 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 2021-22 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 Mr. Varun Batra (DIN: 02148383) & Mr. Balwant Singh (DIN: 01089968), 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. Varun Batra (DIN: 02148383) & Mr. Balwant Singh (DIN: 01089968), as Director of the Company liable to retire by rotation.

During the year under review, on 20th January, 2022 Mr. Ashutosh Shukla (DIN: 09461568) was appointed as Additional as well as Whole-time Director of the company subject to the approval of shareholders in the ensuing Annual General Meeting.

The Board of Directors has proposed to re-appoint Mr. Manmohan Khanna (DIN: 07888319)& Mr. Rohit Parti (DIN:07889944) for the second term of 5 years as Independent Director subject to the approval of shareholders by way of special resolution in the ensuing Annual General Meeting.

Brief profile of the directors seeking appointment/re-appointment and other details including remuneration etc has been given in the Annexure-2 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 2021-22, the Board of Directors met eight times viz. 1st April, 2021, 27th April, 2021, 26thMay, 2021, 31st August, 2021, 24th September, 2021, 25th October, 2021, 20th January, 2022 & 25th February, 2022.

Name of the Director Number of Board Meetings Attended
Rahul Batra 8
Varun Batra 8
Balwant Singh 8
Rohit Parti 8
Manmohan Khanna 8
Seema Chopra 8
Ashutosh Shukla 1

Last Annual General Meeting of the company was held on 30th September, 2021.

During the Financial year 2021-22 no Extraordinary General Meeting was held. No item was required to be passed through postal ballot during the Financial year 2021-22.

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, 2022 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, 2023.

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 2021-22 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, 2023.

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, 2023.

The Secretarial Audit Report for the FY 2021-22 is annexed herewith as "Annexure-3".

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. Clause 33(3)(d) of LODR- submission of non consolidated annual audited financial results as at 31.3.2022 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 31.3.2022, Standalone financial statements as at 31.3.2022 / Statement containing salient features thereof required not attached with annual report. Since the approvals were obtained in the last quarter of FY 2021-22, so the sales couldnt happen in the FY 2021-22. There was no commercial transactions till date other than the induction of Share capital.
3. Out of total unspent amount of previous years prior to FY 202021, Company has claimed to spent the above unspent CSR amount of Rs. 4,84,644.00 for donation of ambulance van to Kunjaival Healthcare Center Private Ltd. In our opinion, it does not qualify as CSR expenditure u/s 135 of Companies Act and related rules. Donation of Ambulance Van is an eligible CSR expenditure covered under the activities listed in item no. (i) of Schedule VII of CSR Activities i.e. Promoting health care including preventive health.

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, 2021 3 3
2. 27th April,2021 3 3
3. 31st August, 2021 3 3
4. 25th October, 2021 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, two 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. 26th May, 2021 3 3
2. 20th January, 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, 2022. 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:

Sr. No Date of Meeting Strength of Committee No. of Members Present
1. 27th April, 2021 3 3
2. 31stAugust, 2021 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. Sanchi Sharma, Presiding Officer
2. Mrs. Salita Chauhan, Member
3. Mrs. Sheetal, 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 2021-22 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:-

Sr Name of Director/KMP and Designation No. Remuneration of Director/ KMP for the Financial Year 2021-22 (In Rs.) %age Increase in Remuneration for the Financial Year 2021-22 Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. Varun Batra, Whole Time Director 84,00,000 30.94% 62.86
2. Mr. Rahul Batra, Whole Time Director 84,00,000 30.94% 62.86
3. Mr. Balwant Singh, Whole Time Director 21,31,560 16.10% 15.95
4. Mrs. Seema Chopra, Whole time Director 6,87,228 19.19% 5.14
5. Mr. Manmohan Khanna, Independent Director NIL NIL NIL
6. Mr. Rohit Parti, Independent Director NIL NIL NIL
7. Mrs. Rajni Brar, Company Secretary 7,69,020 15.93% 5.75
8. Mr. Nipun Arora, CFO 22,73,256 8.25% 17.01

2) The Median Remuneration of Employees of the Company during the financial year 2021-22 was Rs.1,33,613/-

3) There was a decrease of 36.25% in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 217 for the year ended March 31, 2021.

5) There was an increase of 33.27% in salaries of employees other than the managerial personnel during the financial year 2021-22 while the increase in the remuneration of managerial personnel was 31.51%. 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, 2022 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, three 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. 8th May, 2021 3 3
2. 3rd January,2022 3 3
1. 31st March,2022 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. 20,01,323.12 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. 30,80,543.42 including the amount unspent carried forward from previous year. The actual amount spent during the financial year was Rs. 30,81,394.00 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 4, 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) 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.

(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 31.3.2022 Amt. as on 31.3.2021
Earnings in Foreign Exchange 15,17,67,682.14 11,84,23,042.58
Foreign Exchange Outgo 45,84,461.22 25,63,534.50

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, 2022. There were no unclaimed or unpaid deposits outstanding as on March 31, 2022. 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 31st March, 2022:-

PARTICULARS During the financial year 2021-22 Amount as on 31st March, 2022
LOANS GIVEN BY COMPANY
LOAN REPAID BY ADLEY LAB LIMITED (Wholly-owned Subsidiary) (15,00,000) 1,39,20,496.00
LOAN GIVEN TO ADLEY FORMULATIONS PRIVATE LIMITED (AFPL) (Wholly-owned Subsidiary) 1,40,00,000 2,64,37,950.00
TOTAL 1,25,00,000 4,03,58,446.00
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
TOTAL Nil 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) Nil 37,00,000.00
TOTAL Nil 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.

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. Particulars No.
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 17,78,86,125.00 ii) Interest received on unsecured loan: Rs 11,80,645.00 iii) Sale of Goods: Rs 63,000.00 iv) Unsecured Loan repaid by subsidiary: 15,00,000.00 i) Sale of Goods: Rs 59,95,886.16 ii) Purchase of Goods: Rs 2,46,33,148.20 iii) Unsecured Loan provided to subsidiary: Rs 1,40,00,000.00 iv) Interest received on Unsecured Loan :Rs 11,58,963.00 Payment of Building Rent: Rs 28,88,640
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 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 and in the ordinary course of business
5 Date of approval by the Board 1st April, 2021 1st April, 2021 1st April, 2021
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: 30.08.2022 By Order of the Board of Directors
Place: Panchkula sd/-
Rahul Batra
Chairman & Managing Director
(DIN: 02229234)