Vineet Laboratories Ltd Directors Report.

To

The Members of Vineet Laboratories Limited

We have pleasure in presenting the 5thDirectorsReport on the business and operations of the Company together with the audited Financial Statements for the year ended 31st March, 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

Particulars 2020-2021 2019-2020
Revenue from Operations 24347.89 24347.89
Other Income (Including Exceptional Items) 38.60 38.60
Total Expenses 23980.68 23980.68
Profit Before Tax 405.83 405.83
Less: Provision for Taxation 227.8 227.8
Profit / (Loss) After Tax 178.03 178.03
Other Comprehensive Income 22.61 22.61
Total Comprehensive Income 200.65 200.65
Earning per Equity Share
Basic 2.180 2.180
Diluted (in Rs.) 0.380 0.380

REVIEW OF OPERATIONS:

During the Year under the review, the Company has recorded an Income of Rs. 24347.89 Lakhs and profit of Rs. 178.03 Lakhs.

BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:

The information on Companys affairs and related aspects is provided under

Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

2. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

3. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2021 is Rs. 1739.60 Lakhs.

4. DIVIDEND:

Your directors have decided not to recommend dividend for the year 2020-21.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (i.e.30.06.2021)

6. BOARD MEETINGS

The Board of Directors duly met Five (05) times during the financial year from 1st April 2020 to 31st March 2021. The dates on which the meetings were held are 03.09.2020, 12.09.2020, 16.11.2020, 01.01.2021 and 02.02.2021.

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL

a.) Following Appointments have taken place till the date of this report

S. No. Name of the Directors/KMP Designation Date
1 Mr. K. Bhaskar Reddy Independent Director 16.11.2020
2 Mr. Dilip V Acharekar Independent Director 16.11.2020
3 Mrs T. Uma Sangeetha Independent Director 16.11.2020
4 Mr. Bh. Satyanarayana Raju Whole time Director & CFO 01.01.2021
5 Mr. G. Venkata Ramana Managing Director 01.01.2021
6 Ms. Chetna Tiwari Company Secretary 01.01.2021
and Compliance Officer

b. ) No Resignations have taken place till the date of this report

c. ) Mr. K. Murali Mohan, retiring by rotation offers himself for reappointment.

8. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

During the year, Non - Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than to the extent of the holding, sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1. Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience

required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companys operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

• General understanding of the Companys business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall Endeavour to attend all Board Meeting and wherever he is appointed as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting ofthe Board in every financial year and thereafter whenever there is a change in thedisclosures already made;

• Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with theobjective of having a group that best enables the success of the Companys business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directorsat time of appointment/ re-appointment and the Board shall assess the same annually.

The Board shall re-assess determinations of independence when any new interest orrelationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down inCompanies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors "asspecifiedin Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly, members should voluntarilylimit their directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the Company. The NR Committee shall take intoaccount the nature of, and the time involved in a Director Service on other Boards, inevaluating the suitability of the individual Director and making its recommendations to theBoard.

A Director shall not serve as director in more than 20 companies of which not more than10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies andnot more than 3 listed companies in case he is serving as a whole-time Director in anylisted Company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholders relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, keymanagerial personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the Company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration Committee" means the committee constituted by Boardin accordance with the provisions of section 178 of the companies Act,2013 and reg. 19 ofSEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the Company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NRcommittee and Annual performance Bonus will be approved by the committee based onthe achievement against the Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the Companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of theBoard and the Committees thereof. The NonExecutive Directors shall also be entitled toprofit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

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

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 have 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 have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

The Company do not have any subsidiary, associate or joint venture.

15. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website www.vineetlabs.co.in.

16. AUDITORS

a. Statutory Auditors

The members of the Company at their Annual General Meeting held on 29th September, 2018 have appointed M/s. M M Reddy &Co, as statutory auditors of the Company for five years to hold office until the conclusion of 7th Annual General meeting of the Company to be held in the year 2023. The Auditors Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for audited financial results of the Company for the Financial Year ended March 31, 2021 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2021 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

b. Secretarial Auditor

Secretarial Audit is not applicable to the Company for financial year ending 31.03.2021.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Reportis not applicable to the Company for financial year ending 31.03.2021.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the Company for the year 2020-21.

d. Internal Auditor

The Company was not required to appoint internal auditor for the year 2020-21.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no frauds reported by the auditors u/s 143(12).

18. INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given loans, Guarantees or made any investments during the year under review.

20. RELATED PARTY TRANSACTIONS

Our Company has formulated a policy on related party transactions which is also available on Companys website at www.vineetlabs.co.in. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors,

Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure I which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to note no. 30 to the financial statements which sets out related party disclosures pursuant to IND AS-24.

21. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review no Company has become or ceased to become its subsidiary, joint venture or associate Company.

22. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. T echnology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 27,43,805 Foreign Exchange Outgo: NIL

23. COMMITTEES

(I). AUDIT COMMITTEE

Audit committee: Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

Brief Description of Terms of Reference: - Overview of the Companys financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

i. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;

iii. Review and monitor the auditors independence and performance, and effectiveness of audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to:

(a) Matters required to be included in the Directors Responsibility Statement to be included inthe Boards Report in terms of clause (c) of sub-section (3) of Section 134 of the CompaniesAct, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management and thestatutory auditors;

vii. Examination of the financial statement and the auditors report thereon;

viii. Review and monitor statutory auditors independence and performance and effectivenessof audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the Company wherever it is necessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management, statutory auditors and the internal auditors about the natureand scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function, if any, including the structure of theinternal audit department, staffing and seniority of the official heading the department,reporting structure, coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about their findings withthe management and suggesting corrective actions wherever necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositors, debentureholders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and related matters;

xx. Approval of appointment of Chief Financial Officer after assessing the qualifications,experience and background, etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct forPrevention of Insider Trading and supervise its implementation under the overallsupervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, theCompanies Act, 2013 and the rules made thereunder from time to time.

Review of the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit committee),submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

• Statement of deviations as per SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice in terms of Regulation 32(7).

• The Audit Committee of the listed holding Company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary Company.

• Carrying out any other function as may be referred to the Committee by the Board.

• Authority to review / investigate into any matter covered by Section 177 of the CompaniesAct, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

During the financial year 2020-21,the Committee was formed on 01.01.2021and (1) one Audit Committee meeting was held on 01.01.2021

The details of the composition of the Committee and attendance of the members at the meetingsare given below:

Name Designation Category No. of meetings held No. of meeting attended
Mr. Bhaskara Reddy Karna Chairperson NED(I) 1 1
Mrs. T. Uma Sangeetha Member NED(I) 1 1
Mr. Dilip Vishnu Acharekar Member NED(I) 1 1

NED(I): Non-executive Independent Director

(II). NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee

(‘NRC) functions in accordance with Section 178 of the Act, Regulation 19 of the ListingRegulations and its Charter adopted by the Board. The terms of reference of the NRCincludes:

• Recommend to the Board the setup and composition of the Board, including formulation ofthe criteria for determining qualifications, positive attributes and independence of aDirector.

• Periodical review of composition of the Board with the objective of achieving an optimumbalance of size, skills, independence, knowledge, age, gender and experience.

• Support the Board in matters related to the setup, review and refresh of the Committees.

• Devise a policy on Board diversity.

• Recommend to the Board the appointment or reappointment of Directors.

• Recommend to the Board how the Company will vote on resolutions for appointment of

Directors on the Boards of its material subsidiaries.

• Recommend to the Board, the appointment of Key Managerial Personnel (KMP) andexecutive team members.

• Carry out the evaluation of every Directors performance and support the Board andIndependent Directors in the evaluation of the performance of the Board, its Committeesand individual Directors, including formulation of criteria for evaluation of IndependentDirectors and the Board.

• Oversee the performance review process for the KMP and executive team with the viewthat there is an appropriate cascading of goals and targets across the Company.

• Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.

• On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team of the Company.

• Review matters related to remuneration and benefits payable upon retirement and severance to MD/EDs, KMP and executive team.

• Review matters related to voluntary retirement and early separation schemes for the Company.

• Provide guidelines for remuneration of Directors on material subsidiaries.

• Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the Boards of its material subsidiaries.

Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the Board, KMP and executive team members.

• Oversee familiarization programmes for Directors.

• Review HR and People strategy and its alignment with the business strategy periodically,or when a change is made to either.

• Review the efficacy of HR practices, including those for leadership development, rewards and recognition, talent management and succession planning.

Perform other activities related to the charter as requested by the Board from time to time. During the financial year 2020-21, the Committee was constituted on 01.01.2021 and (1) one meeting of the Nomination & Remuneration Committee meeting held on the 01.01.2021.

Name Designation Category No. of meetings held No. of meeting attended
Mrs. T. Uma Sangeetha Chairperson NED(I) 1 1
Mr. Bhaskara Reddy Karna Member NED(I) 1 1
Mr. Dilip Vishnu Acharekar Member NED(I) 1 1

NED(I): Non-executive Independent Director

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of reference of the committee comprise ofvarious matters provided under Regulation 20 of the Listing Regulations and section 178 ofthe Companies Act, 2013 which inter-alia include:

(i) Resolving the grievances of the security holders of the listed entity including complaintsrelated to transfer/transmission of shares, nonreceipt of annual report, non-receipt ofdeclared dividends, issue of new/duplicate certificates, general meetings etc.

(ii) Proactively communicate and engage with stockholders including engaging with theinstitutional shareholders at least once a year along with members of theCommittee/Board/ KMPs, as may be required and identifying actionable points forimplementation.

(iii) Review of measures taken for effective exercise of voting rights by shareholders

(iv) Review of adherence to the service standards adopted by the listed entity in respect ofvarious services being rendered by the Registrar & Share Transfer Agent.

(v) Review of the various measures and initiatives taken by the listed entity for reducing thequantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the Company.

During the financial year 2020-21, the Committee was formed on 01.01.2021 and(1) one meeting of the Stakeholders and Relationship Committee meeting held on the 01.01.2021.

Name Designation Category No. of meetings held No. of meeting attended
Mrs. T. Uma Sangeetha Chairperson NED(I) 1 1
Mr. Bhaskara Reddy Karna Member NED(I) 1 1
Mr. Dilip Vishnu Acharekar Member NED(I) 1 1

NED(I): Non-executive Independent Director

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LoDR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY)

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

26. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS

Honble National Company Law Tribunal (NCLT), Hyderabad Bench has issued orders on 24.12.2020 in respect of sanctioning the Scheme of Arrangement between Ortin Laboratories Limited (Demerged Company) and Vineet Laboratories Limited (Resulting Company) and their respective shareholders and Creditors (Scheme).

BSE limited and National Stock Exchange of India Limited vide their lettersDCS/AMAL/TP/SV/12325/2021-22 datedJune 11, 2021 and NSE/LIST/61 dated June 11,2021 haveapproved for listing of 92,19,008 Equity shares of Rs. 10/-each and are traded on BSE and NSE w.e.f 15.06.2021.

28. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure II and forms part of this Report.

29. INSURANCE

The properties and assets of your Company are adequately insured.

30. CREDIT & GUARANTEE FACILITIES

The Company has not availed credit and guarantee facilities.

31. RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodically basis.

Risk Management Committee of the Board of Directors of your Company assists the Board in (a) overseeing and approving the Companys enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

32. SHARE CAPITAL

The authorized share capital of the Company has increased from Rs. 41,00,000 to Rs. 10,81,00,000/- divided into 1,08,10,000 equity shares of Rs.10/- each and the paid-up share capital of the Company has increased from Rs. 41,00,000 to Rs. 9,21,90,080/- divided into 92,19,008 equity shares of Rs.10/- each pursuant to sanctioning of the Scheme of Arrangement between Ortin Laboratories Limited (Demerged Company ) and Vineet Laboratories Limited (Resulting Company) and their respective shareholders and Creditors (Scheme) by Honble National Company Law Tribunal (NCLT), Hyderabad Bench vide its orders dated 24.12.2020.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable for the financial year 2020-21.

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company,

its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure II for information of the Members.

35. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.vineetlabs.co.in.

36. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

37. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

39. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of

Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure III

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

40. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of G. Venkata Ramana Whole time Director and Bh. Satyanarayana Raju of the Company to the median remuneration of the employees is 0.68:1 and 1.08:1 respectively.

41. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2020-21. A declaration signed by the Managing Director affirming compliance with the Companys Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2020-21 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure IV.

42. MECHANISM FOR EVALUATION OF THE BOARD:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

43. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

44. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: On 02.02.2021, 8,809,008 equity shares of Vineet Laboratories Limited were allotted to the shareholders of the Ortin Laboratories Limited as on record date i.e. 13.01.2021.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy inaccordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures tobe made while dealing with shares of the Company, as well as theconsequences of violation. The policy has been formulated to

regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, isavailable on our website.

47. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board

Vineet Laboratories Limited

Sd/- Sd/-
G. Venkata Ramana Bh. Satyanarayana Raju
Place: Hyderabad Managing Director Whole Time Director & CFO
Date: 30.06.2021 (DIN:00031873) (DIN:02697880)