The Board of Directors ("Board") of your Company is pleased to present the 35th Annual Report of Venus Remedies Limited ("Venus" or "Company") for the financial year ended 31 March 2024 ("year under review" or "year" or "FY24").
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31 March 2024.
FINANCIAL SUMMARY
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(H in Lakhs, except per equity share data)
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Standalone
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Consolidate
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Particulars
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For the year ended March 31,
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For the year ended March 31,
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2024
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2023
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2024
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2023
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Revenue from operations
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57,521.24
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53,766.19
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60,144.96
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55,550.95
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Other Income
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1,131.60
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1,017.36
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1,157.97
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1,032.18
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Financial Charges
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-
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-
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9.37
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11.80
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Depreciation
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2,555.45
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3,137.04
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2,644.31
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3,229.78
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Profit before Exceptional items
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4,665.28
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4,032.90
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4,464.33
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3,793.04
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Profit before Tax
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4,665.28
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4,032.90
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4,464.33
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3,793.04
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Profit After Tax
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3,050.04
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2,896.44
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2,849.08
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2,656.58
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Other Comprehensive Income
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(a) Items that will not be classified to Profit
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(18.74)
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(46.27)
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(18.74)
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(46.27)
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& Loss account net of Income Tax
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(b) Foreign Currency Translation Reserve
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-
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-
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(132.04)
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(634.61)
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(c) Items that will be classified to Profit &
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23.09
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9.91
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23.09
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9.91
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Loss account net of Income Tax
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Total Comprehensive Income for the year Earning per equity shares:
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3,054.39
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2,860.08
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2,721.39
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1,985.61
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Basic
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22.82
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21.67
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21.31
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19.88
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Diluted
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22.82
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21.67
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21.31
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19.88
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OPERATIONS & COMPANY'S STATE OF AFFAIRS
During the fiscal year under review, Venus Remedies Limited achieved a turnover of H57521.24 lacs on a standalone basis and H60144.96 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, Venus is dedicated to revolutionizing patient care through its Specialized therapeutic segments such as anti-infective (antibiotics), oncology, neurology, pain management, and skin & wound care, the company aims to meet the evolving needs of healthcare.
Recognizing the global urgency surrounding Anti-Microbial Resistance (AMR), Venus Remedies Limited has positioned itself as a frontrunner in addressing this critical issue. Aligning with the World Health Organization's (WHO) recognition of AMR as a severe medical crisis, the company is actively engaged in pioneering solutions to mitigate its impact.
Company's unwavering commitment to research and development is evident in its robust product pipeline. By effectively balancing generic drugs with R&D-driven medications, the company maintains a competitive advantage in the pharmaceutical landscape. This strategic approach ensures a continual focus on addressing current healthcare challenges while anticipating future needs. Leveraging its scientific prowess and technological capabilities, Venus Remedies Limited remains at the forefront of pharmaceutical innovation. Through relentless pursuit of breakthrough solutions, the company endeavours to positively transform the lives of patients worldwide.
CHANGE IN CAPITAL STRUCTURE
During the period under review, the Company did not undertake any issuance or allotment of shares. As a result, there has been no change in the paid-up share capital of the company during the FY 2023-24.
LISTING OF SHARES
The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Ltd. The Company has paid the requisite annual listing fees to the National Stock Exchange of India Limited and BSE Limited for the FY 2024-25.
ANNUAL RETURN:
The Annual return for the FY 2022-23 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 Committee of Board of Directors
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) i n 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 2023-24 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 system 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.
The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency, expertise and holds highest standards of integrity.
The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, ('IICA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
In accordance with section 134(3) of the Companies Act, 2013, 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.
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 at www.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:
At 34th Annual General Meeting of the company, shareholders have appointed M/s JK Jain & Associates, Chartered Accountants (Registration No. 004025N) as the Statutory Auditors of the Company for a term of 5 years i.e. upto the conclusion of ensuing 39th AGM. The Auditor's Report for the financial year ended March 31, 2024, has been issued with an unmodified opinion, by the Statutory Auditors.
No fraud has been reported by auditors under subsection (12) of section 143.
SECRETARIAL AUDITORS AND THEIR REPORTS:
The Company had appointed M/s P. Chadha & Associates, Company Secretaries (CPN:12409) as the Secretarial Auditor of the Company for financial year 2023-24.
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 and Secretarial compliance report for FY 2023-24 forms part of Annual Report 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 2024-25. They have confirmed their eligibility for the said re-appointment.
COST AUDITORS AND THEIR REPORTS :
C. L. Bansal & Associates, Cost Accountants (FRN: 101042), was appointed as the Cost Auditor to conduct the audit of Company's cost records for the financial year ended 31st March, 2024.
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 2024-25. They have confirmed their eligibility for the said re-appointment.
The Cost Auditor will submit their report by the due date. 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 2024-25 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 Cost Auditors have not reported to the Audit Committee.
INTERNAL AUDITORS:
Company had appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors of the Company for financial year 2023-24. For the Financial Year 2024-25 also Company has appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors.
SECRETARIAL STANDARDS:
The Company has complied with the applicable 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.
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 located at 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-2.
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 into 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-3 and also forms part of the financial statement in annual report. Related Party Transactions as per regulation 34(3) and schedule V of Listing Regulations are forming part of the Financial Statements.
AUDIT COMMITTEE COMPOSITION
The details pertaining to the 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 the Company has not transferred any amount to Reserves & Surplus.
DIVIDEND
The Board has not recommended the dividend for the year 2023-24.
MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR:
No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year of your 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 or 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-4 & 5 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, the Company categorizes risks into Critical, Major, and Minor categories. Each risk is thoroughly assessed, and appropriate measures are implemented to minimize or mitigate them. 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.
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:
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S,r’ Names No.
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Designation
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1 Mr. Pawan Chaudhary
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Managing Director
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2 Mrs. Neha Kodan
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Company Secretary
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3 Mr. Pawan Chaudhary
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CFO
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OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a
workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.
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, affirming the 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 6-forming part of Directors report. Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance.
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
During the year, no event happened which had 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 2023-24, no employee is taking remuneration Rs.102 lakhs or more and employees employed for part of the year and in receipt of 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. Particulars of employees pursuant to 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 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 (Equity or any other class) 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.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on website of the Company at https://venusremedies.com/ investorinformation The shareholders are encouraged to verify their records and claim their dividends of all the earlier years, if not claimed.
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, 2024 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 Independent Non-Executive Director.
Dr. 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 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 processes. They are continuously monitoring 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, vendors 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.
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