Venus Remedies Ltd Directors Report.

To the esteemed stakeholders of VENUS REMEDIES LIMITED

FINANCIAL PERFORMANCE:

The standalone and consolidated financial statements for the financial year ended March 31, 2021, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

FINANCIAL HIGHLIGHTS (R in Lakhs, except per equity share data)

Standalone Consolidated
Particulars

Fo rthe yea rended March 31,

For the yea rended March 31,

2021 2020 2021 2020
Revenue from operations 51462.30 32023.07 54812.35 33933.43
Other Income 1776.22 357.92 1962.98 530.77
Financial Charges 1272.64 1304.57 1301.93 1333.74
Depreciation 3428.01 3105.14 3527.61 3201.23
Profit before Exceptional items 1761.84 254.91 2511.14 77.66
Profit before Tax 4106.04 (626.30) 4855.34 (803.55)
Profit After Tax 5427.24 (822.69) 6176.54 (999.93)
Other Comprehensive Income
Items that will not be classified to Profit & Loss account net of Income Tax (9.52) (47.15) (9.52) (47.15)
Items that will be classified to Profit & Loss account net of Income Tax - - - -
Total Comprehensive Incomefortheyear 5417.72 (869.84) 6167.02 (1047.08)
Earning per equity shares:
Basic 43.97 (6.67) 50.04 (8.10)
Diluted 43.97 (6.67) 50.04 (8.10)

OPERATIONS & COMPANYS STATE OF AFFAIRS

During the year under review, on Standalone basis your Company achieved a turnover of R.51462.30 lacs and Rs 54812.35 lacs on Consolidated basis. Company has recorded a 61% increase in annual sales in 2020-21 as compared to the previous financial year.

Driven bya robustsupplyofactivepharmaceutical ingredients by key long-associated suppliers and riding on global exports, Companys annual consolidated sales grew from Rs 339.33 crore in FY 2019-20 to Rs 548.12 crore this fiscal.

Venus Remedies Limited is a research driven Indian Pharmaceutical company with global footprints. We are eyeingfruitation of breakthrough findings to make innovations enjoyable. Venus has rich portfolio of innovative and generic quality products for transforming patients life. Company is focused in manufacturing high growth therapeutic segments like Anti-infective (antibiotics), oncology, neurology, pain management, skin & wound care and is amongst the very few R&D focused Pharmaceuticals companies in India, working on to eradicate growing Anti-Microbial Resistance (AMR) recognized by WHO as being severe medical crisis across the globe. VRLs R&D initiatives to develop new products catering to unmet medical needs and its focus on building a robust product pipeline consisting of a balanced mix of generic and R&D-based drugs have given a definitive edge to the company in the pharmaceutical industry.

LISTING OF SHARES

The equity shares of the Company are listed on Bombay Stock Exchange Ltd. and National Stock Exchange (India) Ltd. The Company has paid the Annual listing fees for the financial year 2021-22 to both stock exchanges.

EXTRACT OF ANNUAL REPORT:

In terms of Companies Act, 2013 as amended, the Extract of Annual Return is available on www.venusremedies.com

MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 7 times during the financial year 2020-21, the details are given in the Corporate Governance Report which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departures;

b) 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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

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

f) the directors have devised a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent director under section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination & Compensation Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website www.venusremedies. com and also appended as Annexure 1 to the Boards report as Nomination and remuneration Policy.

AUDITORS

At 29th Annual General Meeting of the company, shareholders have appointed M/s Vinod Kumar & Associates, Chartered Accountants as the Statutory Auditors of the Company (Registration No. 002304N) as statutory auditors of the Company fora term of5 years from thefinancialyear2018-19 onwards.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 32nd AGM.

Further, the Company appointed M/s P. Chadha & Associates, Company Secretaries as the Secretarial Auditor of the Company for financial year 2020-21. The secretarial audit report for FY 2020-21 forms part of Annual Report.

Qualifications, if any, in the Secretarial audit report are mentioned in the reports appended as Annexure 6.

Company is required to maintain the cost records as specified by the Central Government under sub section (1) ofsectionl48 of Companies Act, 2013 and such accounts & records are duly maintained by the Company. M/s C. L. Bansal & Associates, Cost Accountants was appointed as cost auditors of the Company for financial year 2020-21.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT:

Pursuantto Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments, if any are provided as part of the financial statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of Contracts or Arrangements made with related parties referred in section 188(1) of the Companies Act, 2013 disclosed in form AOC-2 as annexure-2 and also forms part of the financial statement in annual report. Related Party Transactions as per regulation 34(3) and schedule V of Listed Regulations are forming part of the Financial Statements.

TRANSFER TO RESERVES:

During the period of review Company has not transferred any amount to Reserves & Surplus.

DIVIDEND

The Board has not recommended the dividend for the year 2020-21.

SIGNIFICANT AND MATERIAL CHANGE:

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company and date of this Report

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year period no specific events/ actions has taken place which has major bearing on the Companys .

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

The prescribed particulars as required under section 134(3) (m) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 are set out in the annexure-3 & 4 forming a part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures. The Company is exposed to inherent uncertainties owing to the sectors in which it operates. Many risks exist in a companys operating environment and they emerge on a regular basis. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. Further, the Company identifies risks and control systems are instituted to ensure that the risks in each business process are minimized/mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no Joint Venture or Associates as defined in the Companies Act, 2013. The company has one wholly owned foreign subsidiary in the name of Venus Pharma GmbH in Germany. The financial statement of the subsidiary forming part of this annual report in consolidated financial statement. Separate audited accounts are placed on the Company website www.venusremedies.com. In accordance with Section 129(3) of the Companies Act, 2013, statement on the performance and Financial position of the Subsidiary Company in the specified format AOC-1 is annexed to the Di recto rs Rep o rt as An n exu re-5.

BOARD EVALUATION:

In line with the Corporate Governance Guidelines, Performance Evaluation was conducted for all Board Members, for the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

The evaluation of all the directors and board as a whole has made as per the Companies Act, 2013. Criteria and framework as adopted by the Board is explained in the Corporate Governance Report which forms part of the Annual Report.

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sr. No. Names Designation
1 Mr. Pawan Chaudhary Managing Director
2 Mrs. Neha Kodan Company Secretary
3 Mr. Pawan Chaudhary CFO

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Red ressal) Act, 2013

The Company has adopted a policy for prevention of Sexual Harassment ofwomen at work place. Company has complied with provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Red ressal) Act, 2013. During the year, Company has not received any complaint of harassment.

SHARE CAPITAL

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

Company has not issued any shares with Differential Rights.

. ISSUE OF SWEAT EQUITY SHARE

During the year under review, Company has not issued any Sweat Equity shares or Employee Stock Options.

CORPORATE SOCIAL RESPONSIBILITY

For financial year 2020-21, Company does not cover under any of the parameter as mentioned under the preview of Section 135 of the Companies Act, 2013, and rules made thereunder. Company has prepared the policy on CSR which is available at Companys website www.venusremedies.com. Company has also constituted the CSR committee, details of which available in Corporate Governance which forms part of Annual Report.

CSR Spending of the year:

1 2 3 4 5 6 7 8
Sr. No. CSR project or activity identified Sector in which the Project is covered./ Relevant Section of Schedule VII in which the project is covered Project or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub-heads*: (1) Direct expenditure on projects or programs (2) Overheads Cumulative expenditure upto to the reporting period* Amount spent: Direct orthrough implementing agency
N.A.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report.

EVENT HAVING BEARING ON AFFAIRS OF THE COMPANY

The company is actively working to resolve the financial stress and exploring all means available to its disposal to settle defaults with the banks.

PLEDGE OF PROMOTERS SHAREHOLDING

The entire shareholding of promoters and promoter group is free form all encumbrance as on date of report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

DEPOSITS:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES:

During FY2020-21, no employee is taking remuneration Rs 102 lakhs or more and no employees employed for part of the year is taking remuneration of Rs 8.50 lakhs or more per month in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules,2014. Particularsofemployeespursuantto section 134 (3) (q) of the Companies Act, 2013, read with rules thereunder, annexed as annexure - 7 to the Directors Report.

CORPORATE GOVERNANCE:

The company operates not only within the regulatory framework, but is also guided by broader business ethics. The idea isto ensure good conscience, transparency, integrity and openness which would lead to accountability of the persons in charge of the company and bring benefits to investors, customers, creditors, employees and the society at large.

SHARE/ WARRANTS ISSUED DURING THE YEAR:

During the year Company had allotted 10,25,000 warrants fully convertible into equity shares to promoters. Further, Company has allotted 10,25,000 equity share to promoters on conversion of said warrants on 31.05.2021.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the Unclaimed Dividend of Rs . 8,67,834/- relating to the financial years 2012-13 was transferred to the Investor Education and Protection Fund established by the Central Government.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Indian Accounting Standards(lnd AS) in preparation of its financial statements.

CASH FLOW ANALYSIS

In conformity with the provisions of Clause 34(2) of SEB (LODR) Regulations, 2015, the Cash Flow Statement for the year ended on 31st March, 2021 forms an integral part of the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Company has adopted Vigil Mechanism/ Whistle blower policy and same is available on Company Website www. venusremedies.com.

COMMITTEES OF THE BOARD:

A detailed note on the Board and committee meetings including the composition is given in the Corporate Governance Report which forms part of the Annual Report.

DIRECTORS

Mr. Navdeep Slid has Joined the board of the Company w.e.f. 20th June 2020 as an additional Directors (Independent Non Executive Director) and regularized by the shareholders in Annual General Meeting held on 2nd December 2020.

Mrs. Manu Chaudhary (DIN-00435834) retires at the ensuing Annual General meeting and being eligible, has offered herself for reappointment.

CODE FOR PREVENTION OF INSIDER TRADING

In line with the Prohibition of Insider Trading Requlations, 2015 as amended time to time, your Company has adopted Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The same is available at Companys website www.venusremedies.com.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Control followed by the Company which helps in ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection

of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

The Company has appointed auditors for internal financial control. Auditors work in line with accounting standards. Various policies and SOPs have been formed for various process. They a re continuously monitorthe efficacy of internal controls/ compliance with the objective of providing to the Audit Committee and the Board of Directors, an Independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management, control and governance processes.

ACKNOWLEDGMENTS

The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the analysts, bankers,

government agencies and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders for their unflinching support, constant guidance and trust in Venus Remedies Limited.

Forand on behalf of Board of Directors,
ForVENUS REMEDIES LIMITED
Pawan Chaudhary
Date: 12.08.2021
Place: Panchkula Sd/-
Chairman & Managing Director
DIN-00435503