Vaishali Pharma Ltd Management Discussions.

The Company is into pharmaceutical business, mainly dealing in Active Pharmaceutical Ingredient, pharmaceutical formulations, surgical products, Herbal & Nutraceutical Products, veterinary supplements operating in domestic and export market.

The success of the Company depends significantly on ability to commercialize new pharmaceutical products in India and across various markets around the world.

OPPORTUNITIES AND THREATS

Due to specialized technology involved, the possibility of further competition is minimal. However, lack of large market is its limitation.

The Company believes that it has a competitive edge in the market as the Company delivers timely and quality products to its customers. The Company has long standing relationship with many of its customers and vendors. The Company also believes that the real strength of the Company lies with its employees and they are the assets of the Company.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The business of the company is trading (including exports) of pharmaceuticals products.

During the financial year 2020-21, revenue from operation is Rs.53,77,38,876/-

OUTLOOK-

The Company is continuously working on strengthening the business. The Company has been successfully executing major orders from various customers and it has been enjoying the confidence of all customers with repeat orders. The Company has been making consistent efforts for improving margins in majority products by reducing the various costs. The results of these initiatives are expected to improve the overall profitability of the Company further during the coming years.

RISKS & CONCERNS

Risk is a potential event or non-event, the occurrence or non-occurrence of which, can adversely affect the objectives or strategy of the Company or result in opportunities being missed. The global pharma industry due to the nature of business carried out is potentially exposed to inherent risks such as product safety & quality issues, intellectual property tangles, inappropriate marketing practices, volatility of exchange rates of rupee against US dollar, etc. thereby leading to penalties, product recalls, brand loss and revenue loss.

Although the comprehensive eradication of risks associated with the business of the Company is unfeasible, constant efforts are made to analyze their potential impact, assess the changes to risk environment and define actions to mitigate their adverse impact.

NOTE ON COVID-19 RELATED RISKS

During these unprecedented times, pharma companies are required to respond to the challenges or risks arising due to COVID-19 pandemic. If the current COVID-19 pandemic lasts for a medium/long span of time, it can potentially have a negative impact on operations resulting from reasons such as extended lockdown impacting manufacturing and R&D operations, forced shutdown in case our employees contact the disease, restrictions of inter-state and international logistics, non-availability of materials from other countries, inability to generate demands from our customers due to significantly reduced business development activities. Potential for critical data loss/ cyber-attacks also have increased, considering remote working option adopted by most of the companies. While Pharma industry is considered as essential services and allowed to have minimal number of personnel continue the operations, it is imperative to adhere to all precautionary measures to ensure safety of the employees attending operations and avoid any contamination. While the full impact of the global pandemic is still unknown, pharma companies need to respond, recover and thrive.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has strong and adequate internal control system suitable to its size and nature of business. The internal audit is done by an independent firm of Chartered Accountants. Internal audits are regularly carried out to review the internal control systems. The systems ensure protection of assets and proper recording of transactions. The internal audit reports along with recommendations contained therein are reviewed by the Audit Committee of the Board. It is a regular practice to review the same by the Audit Committee.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, the operating revenue including other income of the Company is Rs.55,58,29,915/- /- for current year as compared to Rs.62,25,82,707/- in previous year. Your Directors are hopeful to improve the growth rate in turnover. The Company generated funds of Rs.1,40,45,239/- as compared to Rs. 3,27,843/- in previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONTS, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company had cordial relations with its employees and all problems were solved across the table in a very congenial atmosphere. Your Directors wish to place on record their appreciation to all its employees for their sustained efforts and valuable contribution.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREOF (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR)

1. Debtors Turnover 0.98
2. Inventory Turnover 84.97
3. Interest Coverage Ratio 1.54
4. Current Ratio 1.37
5. Debt Equity Ratio 1.48
6. Operating Profit Margin 0.07
7. Net Profit Margin or sector-specific equivalent ratios, as applicable 0.019

Due to the impact of Bad Debts written off to the extent of Rs.1,82,07,000/- (One Cores Eighty Two Lakhs Seven Thousand ) the following significant changes in key financial ratios was recorded:

• The Debtor Turnover Ratio significantly decreased to 0.98;

• The Inventory Turnover Ratio significantly increased to 84.97;

• The Interest Coverage Ratio significantly increased to 1.54;

• The Current Ratio significantly decreased to 1.37;

• The Debt Equity Ratio significantly increased to 1.48; and

• The Net Profit Margin or Sector - Specific equivalent ratios increased to 0.019,

Apart from above there is no changes in other Key Financial Ratios

DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF.

The Return on Net Worth in current year is 0.10 and in the previous year was 0.02.

During the period under review the Return on Net Worth significantly increased to 0.10.

NOTE

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Companys operations include competition, price realization, forex market, changes in government policies and regulations, tax regimes, economic development within India and the countries in which the Company conducts business and other incidental factors

For Vai s hali P harma Limi te d

Date: 02.09.2021 sd/ - sd/ -
Place: Mumbai Atul Vasani Jagruti Vasani
Chairman & Managing Director Whole Time Director
DIN:- 02107085 D I N : - 02107094

CERTIFICATE ON CORPORATE GOVERNANCE COMPLIANCE

To the Members

Vaishali Pharma Limited

CIN: L52310MH2008PLC181632

This report contains details of compliance of conditions of Corporate Governance by Vaishali Pharma Limited (the Company) for the year ended 31st March 2021 as stipulated in regulations 17-27, clause (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations) pursuant to the Listing Agreement of the Company with Stock Exchanges.

Managements Responsibility for compliance with the conditions of Listing Regulations

The compliance with the terms and conditions contained in the corporate governance is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents.

Auditors Responsibility

My examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

Pursuant to the requirements of the Listing Regulations, it is my responsibility to provide a reasonable assurance whether the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations for the year ended 31st March 2021.

Opinion

In my opinion, and to the best of my information and according to explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

I, further, state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Restriction on use

The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with the requirement of the Listing Regulations and it should not be used by any other person or for any other purpose.

Accordingly, I do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without my prior consent in writing.

For M/s. Disha & Associates,

sd/-

Disha Shah

Practicing Company Secretary

Proprietor

Membership No: A34831/ COP No: 22710 UDIN: A034831C000881743

Date: 2nd September 2021 Place: Mumbai

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule VPara C clause (10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To the Members

Vaishali Pharma Limited

CIN: L52310MH2008PLC181632

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Vaishali Pharma Limited having registered office at 706 to 709, 7th Floor, Aravali Busines Center, R. C. Patel Road, Off Sodawala Lane, Borivali West Mumbai-400092 (hereinafter referred to as "the Company"], produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3] read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN] status at the portal (www.mca.gov.in] as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March 2021 have been disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India and Ministry of Corporate Affairs.

Sr. No. Name of Director DIN Original Date of Appointment Date of Cessation
1. Atul Arvind Vasani 02107085 25/04/2008 -
2. Jagruti Atul Vasani 02107094 12/11/2009 -
3. Prataprai Panachand Gandhi 07832673 25/05/2017 -
4. Dewansh Ajay Vasani 08111804 26/04/2018 -
5. Ashvin Jamnadas Ganatra 08653815 31/12/2019 -
6. Manish Bhagwandas Ved 08654674 31/12/2019 -

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M/s. Disha & Associates,

sd/-

Disha Shah

Practicing Company Secretary

Proprietor

Membership No: A34831/ COP No: 22710

UDIN: A034831C000881886

Date: 2nd September 2021

Place: Mumbai