Dear Members,
The Board of Directors are delighted to present its comprehensive report on the
Company's performance for the financial year ending on March 31, 2023. This report
includes the audited standalone and consolidated financial statements, providing a
detailed overview of the Company's financial position period.
FINANCIAL SUMMARY
( in Lakhs, except per equity share data)
|
Standalone |
Consolidate |
Particulars |
For the year ended March 31, |
For the year ended March 31, |
|
2023 |
2022 |
2023 |
2022 |
| Revenue from operations |
53766.19 |
57671.34 |
55550.95 |
60018.09 |
| Other Income |
1017.36 |
842.86 |
1032.18 |
830.88 |
| Financial Charges |
- |
- |
29.44 |
48.10 |
| Depreciation & Amortised expenses |
3137.04 |
3257.99 |
3229.78 |
3353.38 |
| Profit before Exceptional items |
4032.90 |
4467.05 |
3793.04 |
3640.81 |
| Profit before Tax |
4032.90 |
4467.05 |
3793.04 |
3640.81 |
| Profit After Tax |
2896.44 |
4898.66 |
2656.58 |
4072.42 |
| Other Comprehensive Income |
|
|
|
|
| (a) Items that will not be classified to Profit & |
(46.27) |
24.39 |
(46.27) |
24.39 |
| Loss account net of Income Tax |
|
|
|
|
| (b) Foreign Currency Translation Reserve |
- |
- |
(634.61) |
(80.55) |
| (c) Items that will be classified to Profit & Loss |
9.91 |
- |
9.91 |
- |
| account net of Income Tax |
|
|
|
|
| Total Comprehensive Income for the year |
2860.08 |
4923.05 |
1985.61 |
4016.26 |
| Earning per equity shares: |
|
|
|
|
| Basic |
21.67 |
37.12 |
19.88 |
30.86 |
| Diluted |
21.67 |
37.12 |
19.88 |
30.86 |
OPERATIONS & COMPANY'S STATE OF AFFAIRS
During the financial year under review, Venus Remedies Limited achieved a turnover of
C53,766.19 lacs on a standalone basis and C55,550.95 lacs on a consolidated basis. Venus
Remedies Limited is a research-driven Indian pharmaceutical company with a global
presence. Our primary objective is to translate breakthrough discoveries into meaningful
innovations that enhance the quality of life for patients.
With a diverse portfolio of innovative and high-quality products, we are dedicated to
transforming the lives of patients. Our focus lies in manufacturing therapeutic segments
that are experiencing significant growth, including anti-infective (antibiotics),
oncology, neurology, pain management, skin & wound care. Venus Remedies Limited is
among the few R&D-focused pharmaceutical companies in India, actively working towards
combating the growing issue of Anti-Microbial Resistance (AMR), which has been recognized
by the World Health Organization (WHO) as a severe medical crisis worldwide.
Our commitment to research and development enables us to develop new products that
address unmet medical needs. We maintain a robust product pipeline that strikes a balance
between generic drugs and R&D-based drugs, providing us with a competitive advantage
in the pharmaceutical industry.
Venus Remedies Limited strives to lead the way in pharmaceutical innovation, leveraging
our scientific expertise, technological capabilities, and global partnerships. By
continuously advancing our research and development initiatives, we aim to bring forth
ground-breaking solutions that positively impact patients' lives.
CHANGE IN CAPITAL STRUCTURE
During the period under review, the Company did not during the stated undertake any
issuance or allotment of shares. As a result, there has been no change in the paid-up
share capital of the company.
LISTING OF SHARES
The equity shares of the Company are listed on BSE Limited and National Stock Exchange
(India) Ltd. The Company has paid the requisite annual listing fees to the National Stock
Exchange of India Limited and BSE Limited.
ANNUAL RETURN:
The Annual return for the FY 2021-22 has been placed on the website of the Company at
https://venusremedies. com/investorinformation
BOARD COMMITTEES AND NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES:
As on the date of this report the Board has the following committees: i. Audit
Committee ii. Nomination and Remuneration Committee iii. Corporate Social Responsibility
Committee iv. Stakeholders Relationship Committee v. Executive Directors Committee
All the recommendations made by the Board committees, including the Audit Committee,
were accepted by the Board.
The Board met 5 times during the year under review.
The details of the meetings are provided in the Report on Corporate Governance, which
forms a part of this 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 relating to 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 2022-23 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:
All Independent Directors have duly submitted the requisite declarations, confirming
their compliance with the prescribed independence criteria under Section 149(6) of the
Companies Act and Regulation 16(1)(b) of the Listing Regulations. They have affirmed their
independence and adherence to the Code of Conduct specified in Schedule IV of the Act.
Additionally, the Directors have also confirmed to any disqualification or prohibition
from holding directorship as per SEBI orders or any other relevant regulatory authority.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Nomination & Remuneration 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.
In accordance with Section 134(3) of the Companies Act, 2013, the Company has
established a nomination and remuneration policy. This policy serves as a framework for
determining the qualifications, competencies, positive attributes, and independence
criteria for directors. It also recommends to the Board a remuneration policy for
directors, key managerial personnel, and other senior management. The policy encompasses
various aspects, including the formulation of evaluation criteria for Independent
Directors and the Board, the development of a policy on Board diversity, and the
identification of qualified individuals for directorship and senior management positions.
The policy further recommends their appointment and removal, ensuring a diligent and
objective selection process.
The Committee responsible for the nomination and remuneration policy is tasked with
handling all aspects of the remuneration package for Whole-time Directors. Furthermore,
the Committee evaluates the performance of the Board and provides recommendations for all
forms of remuneration payable to senior management. To access the detailed Nomination and
Remuneration
Policy, interested parties can visit the Company's official website
atwww.venusremedies.com.
This policy demonstrates the Company's commitment to ensuring transparent, fair, and
accountable processes in the appointment, remuneration, and evaluation of directors and
senior management. By adhering to this policy, the Company promotes good governance
practices.
STATUTORY AUDITORS AND THEIR REPORTS: with the Central At 29th Annual General
Meeting of the company, shareholders have appointed M/s Vinod Kumar & Associates,
Chartered Accountants (Registration No.002304N) as the Statutory Auditors of the Company
for a term of 5 years i.e. upto the conclusion of ensuing 34th AGM. The Auditor's Report
for the financialyear ended March 31, 2023, has been issued with an unmodified opinion, by
the Statutory Auditors. The Board of directors have appointed M/s JK Jain &
Associates, Chartered Accountants, as the statutory auditors of the company to hold the
office upto the conclusion of 39th AGM of the company: subject to shareholders approval.
SECRETARIAL AUDITORS AND THEIR REPORTS:
The Company appointed M/s P. Chadha & Associates, Company Secretaries (CPN:12409)
as the Secretarial Auditor of the Company for financial year 2022-23. Further, in
compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial
Compliance Report issued by the Secretarial Auditor, was submitted to the stock exchanges
within the statutory timelines. The Secretarial Audit Report and the Secretarial
Compliance Report does not contain any qualification, reservation, observation or adverse
remarks. The secretarial audit report for FY 2022-23 forms part of Annual Report and
appended as Annexure 1.
The Board of Directors, on the recommendation of the Audit Committee, has re-appointed
M/s P. Chadha & Associates, Company Secretaries, to conduct the secretarial audit of
the Company for FY 2023-24.
They have confirmed their eligibility for the said . appointment.
COST AUDITORS AND THEIR REPORTS :
. C. L. Bansal & Associates, Cost Accountants (FRN: 101042), was appointed as the
Cost Auditor to conduct financial the audit of Company's cost records for the year ended
31 March, 2023.
The Board of Directors, on the recommendation of the Audit Committee, has re-appointed
C. L. Bansal & Associates, Cost Accountants, to conduct the cost audit of the Company
for FY 2023-24. They have confirmed their eligibility for the said re-appointment. The
Cost Auditor will submit their report by the due date. The Cost Audit Report, for the year
ended 31st March, 2022,was filed within the prescribed time. The Company
maintains the cost records as per the provisions of Section 148(1) of the Act. In
accordance with the provisions of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for FY
2023-24 is required to be ratified by the members, the Board of Directors recommends the
same for approval by members at the ensuing AGM. The proposal forms a part of the notice
of the AGM. During the year under review, the Statutory, Secretarial and Cost Auditors
have not reported to the Audit Committee, under Section 143(12) of the Act, any instances
of fraud committed against the Company by its officersor employees, the details of which
need to be mentioned in the Board's report.
INTERNAL AUDITORS:
M/s Prem Garg & Associates has conducted the Internal audit of the company for
financial year 2022-23 and company has appointed M/s Mehra Goel & Co., Chartered
Accounts (FRN:000517N) as the Internal Auditors of the Company for financial year 2023-24.
SECRETARIAL STANDARDS:
The Company has complied with the applicableor Secretarial Standards as amended from
time to time.
PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT:
Pursuant to 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 under this report.
PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The policy on Related Party Transactions is available on the website of the Company and
can be accessed through the website http://www.venusremedies.com. All contracts/
arrangements/ transactions entered by the Company during the year under review with the
related parties were on an arm's length basis. Particulars of Contracts or Arrangements
made with related parties as required under Section 134(3)(h) and 188(1) of the Companies
Act, 2013 disclosed in form AOC-2 as annexure-2 and also forms part of the statement in
annual report. Related Party financial Transactions as per regulation 34(3) and schedule V
of Listed Regulations are forming part of the Financial Statements
AUDIT COMMITTEE COMPOSITION
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this Report.
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 2022-23.
SIGNIFICANT AND MATERIAL ORDERS:
There are no material changes or commitments, effecting the financial position of the
Company happened between the end of the Financial Year of the Company and date of this
Report.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals
Impacting the going concerns status and Company's Operations in Future
During the review period there were no significant material orders passed by the
regulators or courts or tribunals which could impact the going concern status of the
Company and its future operations.
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 implemented robust risk assessment and mitigation procedures to address
the inherent uncertainties associated with the sectors in which it operates. Given the
dynamic nature of the business environment, various risks continually emerge and need to
be managed effectively.
To ensure comprehensive risk management, company has adopted appropriate measures to
minimize or mitigate various Industry specific risks. Further, company categorizes
compliances related risks into Critical, Major and Minor categories, so that appropriate
measures can be taken. By identifying risks at every level of the business processes, the
Company establishes control systems that effectively reduce their impact.
The Board of Directors plays a crucial role in overseeing the risk management
activities. They provide diligent oversight and regularly review the Risk Management
Policy to ensure its effectiveness and alignment with the Company's strategic objectives.
By maintaining a proactive approach towards risk management, the Company strives to
safeguard its operations, protect its stakeholders' interests, and enhance its overall
resilience in a constantly evolving business landscape.
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 Directors' Report as
Annexure-5.
BOARD EVALUATION:
A comprehensive Performance Evaluation was carried out for all members of the Board,
including the Board itself and its Committees. The evaluation framework for the Board was
meticulously designed to comply with the stipulations outlined in the Companies Act of
2013 and the Listing Regulations. Furthermore, it adhered to the guidelines provided in
the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation
process involved the use of a thoughtfully constructed questionnaire encompassing
qualitative parameters. Additionally, feedback was collected based on ratings, ensuring a
thorough assessment of the Board's performance. 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:
|
|
|
Designation |
Names |
|
| 1 Mr. Pawan Chaudhary |
Managing Director |
| 2 Mrs. Neha Kodan |
Company Secretary |
| 3 Mr. Pawan Chaudhary |
CFO |
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company has implemented a comprehensive policy to prevent sexual harassment of
women in the workplace. In adherence to the provisions outlined in the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and Redressal) Act of 2013, the Company
has successfully established an Internal Complaint Committee.
During the review period, the Company did not receive any complaints of harassment,
affirmingthe effectiveness of our preventive measures and the commitment to maintaining a
safe and respectful work environment for all employees, especially women.
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
A detailed report on Company's CSR initiatives has been provided in the Annexure 7
forming part of Directors report. Details of the CSR Committee composition, role and
meetings, etc. have been provided in the Report on Corporate Governance on page no. 178.
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
There are no events that have any impact on the affairs of the Company.
PLEDGE OF PROMOTER'S SHAREHOLDING
No promoter holding is under pledge.
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 FY 2022-23, no employee is taking remuneration C102 lakhs or more and employees
employed for part of the year and in receipt of remuneration of C8.50 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. Particulars of employees pursuant to section 134 (3) (q) of the Companies
Act, 2013, read with rules thereunder, annexed as annexure 6 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 is to 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 no shares or warrants were issued or allotted.
TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND
During the year no dividend or shares were due to be transferred to Investor Education
and Protection Fund.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed prescribed Indian
Accounting Standards (Ind AS) in preparation of its financial statements.
CASH FLOW ANALYSIS
In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the
Cash Flow Statement for the year ended on 31st March, 2023 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. NPS Monga (DIN: 09339768) has joined the board of the Company w.e.f. 29th May 2023
as an additional Director (Independent Non-Executive Director) and will be regularized in
ensuing Annual General Meeting subject to shareholders' approval.
Mr. Pravindra Singh Chauhan (DIN:08068504) has resigned from the position of
Independent Director of the company w.e.f. 04th April 2023 due to time constraint.
The appointment of Mr. Akshansh Chaudhary (DIN: 08786627) and Dr. Savita Gupta (DIN
09450913) was regularized by shareholders in 33rd annual general meeting.
Mr. Peeyush Jain (DIN: 01336895) retires by rotation at the ensuing Annual General
meeting and being eligible, has offered himself for reappointment.
CODE FOR PREVENTION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (‘PIT Regulations'), the Company has formulated the Code
of Conduct for Prevention of Insider Trading ("Code") to regulate and monitor
trading by Designated Persons (DPs) and their immediate relatives. The Code, inter alia,
lays down the procedures to be followed by DPs while trading/ dealing in Company shares/
derivatives and while sharing Unpublished Price Sensitive Information (UPSI). The Code
includes the Company's obligation to maintain the digital database, mechanism for
prevention of insider trading and handling of UPSI, process to familiarise with the
sensitivity of UPSI, transactions which are prohibited and manner in which permitted
transactions in the securities of the Company shall be carried out.
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 Company's 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 are continuously monitor the 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 organization's risk management, control and governance processes.
Acknowledgments
The Board extends its heartfelt appreciation to the diligent and committed employees
who have contributed their valuable services across all levels of the organization. We are
also grateful for the support and wise counsel provided by various stakeholders, including
analysts, bankers, government agencies, and investors. We acknowledge the guidance offered
by our esteemed panel of advisors, as well as the cooperation received from regulatory
authorities.
We extend our gratitude to our business associates and suppliers for their
collaboration, as well as to the medical fraternity and patients who have entrusted us
with their healthcare needs. Last but not least, we express our sincere thanks to our
shareholders for their unwavering support and the trust they have placed in Venus Remedies
Limited.
For and on behalf of Board of Directors, |
|
For VENUS REMEDIES LIMITED |
|
Sd/- |
|
Pawan Chaudhary |
| Date: 14th July 2023 |
Chairman & Managing Director |
| Place: Panchkula |
DIN-00435503 |
|