DIRECTOR'S REPORT Operations During the year under review, your Company achieved a turnover Rs. 4518.75 millions. There was decline in sale & profitability in 2014-15 due to stiff competition, adverse currency fluctuation. The Company is fully integrated in terms of research and development, markets, world class manufacturing facilities (accredited by national and international certifications), state-of-the-art research center (Venus Medicine Research Centre), strong marketing networks and competent manpower. Company has achieved the following milestones in 2014-2015: - Received marketing nod from Venezuela for Meropenem - Bagged Market Authorization of Meropenem Injection from TGA, Australia - Bagged additional patent for Vancoplus from US - Received European patent for VMRC drug VRP008 to fight multi-drug resistant bacteria. - Bagged its First Swiss MA for Gemcitabine - Joined hands with TEVA Canada for an Upcoming Anti Cancer Drug - Entered into Singapore topical pain management market with marketing approval, patent for Trois. - Received Market Authorization for Meropenem from SWITZERLAND (SWISSMEDIC) - Received Indian Patent for Vancoplus. Management discussion and analysis A detailed report on the Management discussion and analysis is provided as a separate section in the annual report. Pledge of Promoter's shareholding The promoters have pledged 37,30,000 shares as collateral security to bank for credit facility sanctioned to the Company. Dividend The Board has not recommended the dividend for the year 2014-15. Transfer to Reserves: Company has not transferred any amount to Reserves & Surplus. Particulars of Loan, Guarantee or investment: Company has not made any loan, guarantee or investment covered under section 186 of the Companies Act, 2013. Particulars of Contract or Arrangements made with related parties: Particulars of Contracts or Arrangements made with related parties refered in section 188(1) of the Companies Act, 2013 forms part of the financial statement in annual report. Fixed Deposits: Your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding. Particulars of Employees: The table containing the names and other particulars of employees 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, is appended as Annexure 3 to the Board's report. Further, in FY 2014-15, no employee received remuneration of Rs. 60 lacs or more. 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. No. of meetings of the Board: The Board met 4 times during the fi nancial year, the details are given in the Corporate Governance Report forms part of the Annual Report. Policy on directors' appointment and remuneration: Policy on directors' appointment and remuneration provided under section 178(3) of the Companies Act, 2013, adopted by the Board and is appended as Annexure 3 to the Board's report. Declaration by Independent Directors: The Company has received necessary declaration from each independent director under section 149(6) of the Companies Act, 2013. Board Evaluation: The evaluation of all the d irectors and board as a whole has made as per the clause 49 of the Listing Agreement and as per schedule IV of 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. Re-appointment As per the provisions of the Companies Act, 2013. Dr. (Mrs.) Manu Chaudhary retires at the ensuing Annual General meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment. Committees of the Board: Currently there are 5 committees of the Board. A detailed note on the Board and committee meeting forms the part of the Corporate Governance report. As per the provisions of the Companies Act, 2013 composition of the committees are as below: Name of the Committee Audit Committee Composition Mr. Jagdish Chander, Chairman Mr. Pawan Chaudhary Dr. S.K. Chadha Duties and responsibilities - Overseeing the Company's financial process and disclosure of financial information to ensure that the financial statement is correct. - Recommending the appointment and removal of external auditor, fixation of audit fee and approval for payment of any services. - Reviewing with the management annual financial statement before submission to the Board. - Reviewing with the management and external and internal auditors, the adequacy of internal control system. - Reviewing the adequacy of internal audit function. - Discussing with internal auditors any significant finding and follow up on such issues. - Discussing with external auditors before the audit commences on the nature and scope of audit, as well as having post-audit discussion to ascertain any area of concern. - Reviewing the Company's financial and risk management policies; and - Examining reasons for substantial default in the payment to depositors, debenture holders, shareholders and creditors, if any. Name of the Committee Nomination and remuneration committee Composition Mr. Jagdish Chander, Chairman Dr. S.K. Chadha Dr. (Mrs.) Manu Chaudhary Duties and Responsibilities - Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, - Recommend to the Board their appointment and removal, - The Committee deals with all elements of the remuneration package of all Whole-time Directors and also administers the stock option plan of the Company. Name of the Committee Stake Holder Relationship Committee Composition Mr. Jagdish Chander, Chairman Mr. Peeyush Jain Duties and Responsibilities - To approve transfer, transmission, sub-division and issue of duplicate shares/debentures and for redressal of Investor complaints on all matters. - The SHR consider and resolve the grievances of security holders of the company. Name of the Committee Corporate Social Responsibility Committee Composition Dr. S.K. Chadha, Chairman Mr. Pawan Chaudhary Mr. Peeyush Jain Duties and Responsibilities - To formulate and recommend to the board, a CSR which shall indicate the activities to be undertaken by the company as specified in schedule VII of the Companies Act 2013. - Recommend the amount to be incurred on CSR activities. - Monitor CSR activities of the Company time to time. - Prepare a transparent mechanism for ensuring implementation of project/ programmes/ activties to be undertaken by the company. Name of the Committee Risk Management Committee Composition Mr. Pawan Chaudhary, Chairman Mr. Peeyush Jain Mr. Ashutosh Jain Duties and Responsibilities - Framing of Risk Management Plan and Policy. - Overseeing implementation of Risk Management Plan and Policy. - Monitoring of Risk Management Plan and Policy. - Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes. - Such other functions which are required to perform and implement the Risk Management Plan and Policy. Composition Mr. Jagdish Chander, Chairman Mr. Peeyush Jain Duties and Responsibilities - To approve transfer, transmission, sub-division and issue of duplicate shares/debentures and for redressal of Investor complaints on all matters. - The SHR consider and resolve the grievances of security holders of the company. Name of the Committee Corporate Social Responsibility Committee Composition Dr. S.K. Chadha, Chairman Mr. Pawan Chaudhary Mr. Peeyush Jain Duties and Responsibilities - To formulate and recommend to the board, a CSR which shall indicate the activities to be undertaken by the company as specified in schedule VII of the Companies Act 2013. - Recommend the amount to be incurred on CSR activities. - Monitor CSR activities of the Company time to time. - Prepare a transparent mechanism for ensuring implementation of project/ programmes/ activties to be undertaken by the company. Name of the Committee Risk Management Committee Composition Mr. Pawan Chaudhary, Chairman Mr. Peeyush Jain Mr. Ashutosh Jain Duties and Responsibilities - Framing of Risk Management Plan and Policy. - Overseeing implementation of Risk Management Plan and Policy. - Monitoring of Risk Management Plan and Policy. - Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes. - Such other functions which are required to perform and implement the Risk Management Plan and Policy. 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 forming a part of this report. Directors' Responsibility Statement Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows: (I) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; (iii) that the Directors had 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; (iv) that the Directors had prepared the annual accounts on a going concern basis. Directors Dr.(Mrs.) Manu Chaudhary retire at the ensuing Annual General Meeting and have offered themselves for reappointment. The details of the appointment are mentioned in the Notice of the meeting. Auditors At the Annual general Meeting held on December 30, 2014, M/S J.K. Jain & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the Annual General Meeting to be held in calender year 2017. In term of the provisions of section 139 of the Companies act, 2013, the appointment of auditors shall be placed for ratification every year. Accordingly the appointment of M/S J.K. Jain & Associates, Chartered Accountants as statutory auditors of the Company is placed for ratification by the shareholders. M/s C.L. Bansal & Associates, Cost Accountants was appointed as Cost Auditor for the financial year 2014-2015. M/s P. Chadha & Associates, Company Secretaries appointed as the Secretarial Auditor of the Company for financial year 201415. The secretarial audit report for Fy 2014-15 forms part of Annual Report. No qualification reservation or adverse remarks or disclaimer were made by the auditor in his report and by the company secretary in practice in his secretarial audit report. Extract of Annual Report: In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as annexure to the Board's report. Significant and material orders: There are no significant and material orders passed by the regulatory or courts or tribunals impacting the company's operations in future. Acknowledgments: The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies, shareholders and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders for their unflinching support, constant guidance and trust in Venus Remedies Limited. For and on behalf of Board of Directors, For VENUS REMEDIES LIMITED Sd- Pawan Chaudhary Chairman & Managing Director Place: Panchkula Date: 30.06.2015 |