డైరెక్టర్ల నివేదిక Beta Drugs Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting the 19thAnnual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2024. The Management Discussion and Analysis has also been incorporated in this report.

? FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

PARTICULARS

STANDALONE (Amount in Lacs)

CONSOLIDATED (Amount in Lacs)

YEAR ENDED 31.03.2024

YEAR ENDED 31.03.2023

YEAR ENDED 31.03.2024

YEAR ENDED 31.03.2023

Revenue from Operations

19,762.07

15,787.46

29,571.38

22,711.36

Other Income

172.94

104.28

135.88

75.35

Total Revenue

19,935.01

15,891.74

29,707.26

22,786.71

Less: Other expenses excluding depreciation

16,514.25

12751.31

23,853.62

17,640.06

Less: Depreciation & Preliminary expenses written off

472.46

619.48

978.22

1,041.00

Profit / (loss) before Taxation

2,948.30

2,520.95

4875.42

4,105.65

Less : Provision for Taxation Current Tax

746.71

668.39

1,252.76

1,085.85

Deferred Tax

7.93

-29.05

-21.04

-52.07

Profit/ (loss) after Taxation

2,193.66

1,881.61

3,643.70

3,071.87

? DIVIDEND:

The Board of Directors has not recommended any dividend for the year.

? TRANSFER TO RESERVE:

Profit of Rs.2193.66 lakhs was transferred to surplus a/c.

? REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS:

During the year, your Company has emerged as one of the fastest growing company in the Oncology product segment which has contributed to significant increase in the profitability of the company.

• STANDALONE:

During the year, Revenue of the Company increased by 25.44% i.e. from Rs 15,891.74 lakhs to Rs 19,935.01 lakhs .Profit before tax increased by 16.95% i.e. from Rs. 2,520.95 lakhs to Rs.2,948.30 lakhs. Profit after tax increased by 16.58% i.e. from Rs. 1881.61 lakhs to Rs.2193.66 lakhs.

• CONSOLIDATED:

The Consolidated Financial Statements of the Company have been prepared as per Ind AS of the Institute of Chartered Accountants of India. During the year, Company''s consolidated Revenue increased by 30.37% i.e. from Rs. 22,786.71 lakhs to Rs.29,707.26 lakhs. Profit before tax increased by 18.75% i.e. from Rs. 4,105.65 lakhs to Rs.4,875.42 lakhs. Profit after tax increased by 18.62% i.e. from Rs.3,071.87 lakhs to Rs.3,643.70 lakhs.

? CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business.

? MATERIAL CHANGES:

There are no Material change occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

? LISTING:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge).

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2024-25.

? SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

During the financial Year the Board of Directors of the Company at its meeting held on 7th November, 2023, inter alia, has considered and approved to write off the total investment made by the company in Beta Ubk. International Private Limited and it ceased to be subsidiary of the company. The company continues its operations of Sales & Marketing in Uzbekistan through its own sales team from India. All the MA''s (Marketing Authorizations) belong to Beta Drugs Limited, India.

Company has following Subsidiary Companies as on 31.03.2024:-

? Adley Formulations Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, Sector-5, Panchkula, Haryana-134114 & Works at Kotla, Barotiwala, Distt Solan, Himachal Pradesh with 100% Shareholding

Business: Manufacturing & Trading of Oncology Products

? Adley Lab Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office & Works at D-27, Focal Point, Derabassi-140507 (SAS Nagar, Mohali) with 100% Shareholding

Business: Manufacturing of Oncology API

• Beta Research Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, 1st Floor, Sector-5, Panchkula, Haryana-134114 with 100% Shareholding.

A statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 in form AOC - 1 is appended as Annexure - 6

The Company is not having any other Joint Venture or Associate Company.

? PERFORMANCE OF SUBSIDIARY COMPANIES:

? Adley Formulations Private Limited is engaged primarily in Manufacturing & Trading of Oncology Products. During the period under review, Adley Formulations Private Limited achieved a turnover of Rs 8,580.71 lakhs with a profitability of Rs 763.70 lakhs.

? Adley Lab Limited is engaged in manufacturing of Oncology API. During the period under review, Adley Lab Limited achieved a turnover of Rs 5332.59 lakhs with a profitability of Rs 686.40 lakhs.

? Beta Research Private Limited, there is no operations till date.

Therefore Adley Formulations Private Limited and Adley Lab Limited played a significant role toward the increase in the overall profitability of the company.

? REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

? INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review there is no change in the authorized Share capital of the company.

? ALLOTMENT OF SHARES:

During the financial year 2023-24 the Company has not allotted any shares

? DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in Demat mode.

? DEPOSITORY SYSTEM:

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE351Y01019.

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Varun Batra (DIN: 02148383) & Mrs. Seema Chopra (DIN: 08510586), Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves to be re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Balwant Singh (DIN: 01089968) & Mrs. Seema Chopra (DIN: 08510586), as Whole time Director of the Company, liable to retire by rotation.

Brief profile of the directors seeking appointment/re-appointment and other details including remuneration etc has been given in the Annexure-2 of the notice of the ensuing AGM.

? DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

2. 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;

saicguai umg me assets oi me company anu ioi pieveming anu ueieumg iiauu anu umei nicguiaii ties,

that the Directors had prepared the annual accounts on a going concern basis; and

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

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

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee

meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the

chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

NUMBER OF MEETINGS OF BOARD:-

During the FY 2023-24, the Board of Directors met eleven times viz. 1st April, 2023, 8thMay, 2023,20th June, 2023, 29th July, 2023, 1st September, 2023, 27th September, 2023, 20th October, 2023, 7th November, 2023, 4th January, 2024, 14th February, 2024 & 19th February, 2024.

Name of the Director

Number of Board Meetings Attended

Rahul Batra

11

Varun Batra

11

Balwant Singh

11

Rohit Parti

11

Manmohan Khanna

11

Seema Chopra

11

Ashutosh Shukla

11

Last Annual General Meeting of the company was held on 30th September, 2023.

During the Financial year 2023-24 no Extraordinary General Meeting was held. No item was required to be passed through postal ballot during the Financial year 2023-24.

? DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

? ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

? AUDITORS'' APPOINTMENT & REPORT:

M/s Kalra Rai & Associates, Chartered Accountants, Chandigarh, Firm Registration Number 008859N have issued their Report (Standalone & Consolidated) for the financial year ended on March 31, 2024 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark hence no explanation or comments of the Board is required in this matter.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

M/s Kalra Rai & Associates, Chartered Accountants has completed his two consecutive terms of appointment as statutory auditor of the company and hence not eligible for re-appointment as statutory auditor of the company in terms of provisions u/s 139 (2) of the Companies Act, 2013. Therefore the Board of Directors of the company, on the recommendation made by the Audit Committee, has decided to appoint M/s Khurana Sharma & Co., (FRN-010920N), Chartered Accountant, Chandigarh as statutory Auditor of the company for a period of two years commencing from the conclusion of 19th Annual General Meeting till the conclusion of 21st Annual General Meeting of the company at a remuneration to be fixed by the Audit Committee and/or Board of Directors of the Company, in addition to the re-imbursement of applicable taxes and actual out of pocket and travelling

expenses, etc. incurred in connection with the audit. The company has obtained consent cum eligibility certificate under section 139 & 141 of the Companies Act, 2013 from the proposed auditor.

? COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

? COST AUDITOR:

The Board of Directors of your Company has appointed M/s Charu Jindal & Company, Cost Accountants, Dehradun as Cost Auditors to conduct audit of the Cost Records for Financial Year to be ended on March 31, 2025.

? COST RECORDS:

The Central Government has prescribed the maintenance of cost records under section 148(1) of the act, for the goods supplied by the Company. The Company had maintained proper cost accounts & records. Cost Audit Report for the financial year 2023-24 is being filed.

? INTERNAL AUDITOR:

The Board of Directors of your company has appointed M/s Srivastava V.K. & Associates, Chartered Accountants, Chandigarh as Internal Auditors to conduct Internal audit for Financial Year to be ended on March 31, 2025.

? SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Bhandari, Company Secretary to undertake the Secretarial Audit of the Company for Financial Year to be ended on March 31, 2025.

The Secretarial Audit Report for the FY 2023-24 is annexed herewith as "Annexure-3".

? MANAGEMENT COMMENTS TO THE SECRETARIAL AUDITOR QUALIFICATION/OBSERVATIONS:

Audit Qualifications/Observations

Management Comments

1.

Section 178 (1) of Companies Act, 2013 requires Composition of Nomination and remuneration committee of 3 or more non executive director, whereas Company has only 2 non executive directors in the Committee. It is also further drawn to your attention that there is a shortfall of one independent Director w.e.f. 20.1.2022 required u/s 149(4) of the Companies Act, 2013 as per strength of Board of Directors of Company.

The company is in the process of finding the suitable candidate and will fill the vacancy of Independent Director. After appointing the Independent Director, the composition of Nomination and Remuneration Committee will be as per the requirement of Section 178 (1) of Companies Act, 2013.

2.

a) Clause 33(3)(d) of LODR- Non submission of consolidated unaudited financial results as at 30.9.2023 to Stock Exchange with respect to non operative foreign subsidiary viz. Beta UBK International Pvt. Ltd. and compliance required u/s 129, 136 and other relevant provisions of Companies Act, 2013 not made. During the financial Year the Board of Directors of the Company at its meeting held on 7th November, 2023 has considered and approved to write off the total investment made by the company in Beta Ubk. International Private Limited (non operative subsidiary) and it ceased to be subsidiary of the company. However, no reporting of disinvestment / written off made to Reserve Bank of India till date. Further the Company has taken impact of above mentioned written off investment value in its half yearly financial results approved for the period ended 30th September, 2023 in its board meeting held on 7.11.2023.

b) Annual performance report (APR) for calendar year 2022, 2023 not filed to authorized dealer bank in respect of Beta UBK International Pvt . Ltd., foreign subsidiary.

a) Since the production facility in Beta UBK International Pvt. Ltd was not operational and the subsidiary is non operative since incorporation, therefore the Board of Directors of the Company at its meeting held on 7th November, 2023 has considered and approved to write off the total investment made by the company in Beta Ubk. International Private Limited and taken its impact in the financials of the company for the half year ended 30th September, 2023. Therefore it ceased to be a subsidiary of the company. Further the company continues its operations of Sales & Marketing in Uzbekistan through its own sales team from India. All the MA''s (Marketing Authorizations) belong to Beta Drugs Limited, India.

Company is in process for reporting the same to RBI.

b) The company is non-operative therefore APR is not yet filed.

? INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing

Director. The Internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:-

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

? AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Audit Committee.

The composition of the committee is as follows:-

1.

Mr.Manmohan Khanna

Chairman

2.

Mr.Rohit Parti

Member

4.

Mr.Rahul Batra

Member

During the year, Audit Committee has met five times details of the same are as follows:-

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

1st April, 2023

3

3

2.

8th May, 2023

3

3

3.

20th June, 2023

3

3

4.

1st September, 2023

3

3

5.

7th November, 2023

3

3

The term of references of audit committee are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditor''s report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

? NOMINATION & REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Nomination and Remuneration Committee.

The composition of the committee is as follows:-

1.

Mr. Manmohan Khanna

Chairman

2.

Mr. Rohit Parti

Member

3.

Mr. Rahul Batra

Member

During the year, two meeting of the nomination and remuneration committee was held. Details of the Meeting are as follows:-

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

8th May, 2023

3

3

2.

20th June, 2023

3

3

Remuneration Policy: Website link:-

http://www.betadrueslimited.com

(a) Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then Board of the Company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independent directors of the Company except sitting fees of Rs 3000/- per meeting.

? STAKEHOLDERS RELATIONSHIP COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

1.

Mr. Manmohan Khanna

Chairman

2.

Mr.Rohit Parti

Member

4.

Mr. Rahul Batra

Member

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on 31st March, 2024.

Mrs.Rajni Brar, Company Secretary is the Compliance Officer for the above purpose.

During the year, two meeting of the Stakeholders Relationship Committee was held. Details of the Meeting are as follows:

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

8th May, 2023

3

3

2.

7th November, 2023

3

3

? POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

? WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. No director or employee has been denied access to the Audit Committee.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Company''s Web www.betadrugslimited.com.

? POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

? RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.

? VIGIL MECHANISM:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, there is no vigil mechanism in the company.

? CODE OF BUSINESS CONDUCT AND ETHICS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of Internal Procedures and code for prevention of insider trading ("Code of Conduct"), as approved by the Board from time to time, are in force by the Company. The objective of this Code of Conduct is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Beta Drugs Limited at the time when there is unpublished price sensitive information.

The COC is available on the website of the Company www.betadrugslimited.com and the Directors and senior management personnel''s of the company has complied with the code of conduct.

? DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has a policy in line with the requirement of applicable provision of the POSH Act, 2013 and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received/pending against the sexual harassment at workplace. The company has made compliance of all applicable provisions of the said Act. The Complaint Committee for Redressal of Sexual Harassment consists of the following members:-

1.

Mrs. Salita Chauhan,

Presiding Officer

2.

Mrs. Parul Thakur

Member

3.

Ms. Sonia Nawani,

Member

4.

Mr. Balwant Singh,

Member

5.

Mr. Rajeev Kumar Sharma, Advocate

Member

? REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company''s shareholders may refer the Company''s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.

The Company''s remuneration policy is directed towards rewarding performance based on review of achievements periodically.

The remuneration policy is in consonance with the existing industry practice.

? ANALYSIS OF REMUNERATION:

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:-

1) The percentage increase in Remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2023-24 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:-

Sr

No.

Name of Director/KMP and Designation

Remuneration of Director/KMP for the Financial Year 2023-24 (In Rs.)

%age Increase in Remuneration for the Financial Year 2023-24

Ratio of Remuneration of each director to the Median Remuneration of Employees

1.

Mr. Varun Batra, Whole Time Director

1,21,00,000

Nil

64.70

2.

Mr. Rahul Batra, Whole Time Director

1,21,00,000

Nil

64.70

3.

Mr. Balwant Singh, Whole Time Director

29,79,860

11.96%

15.93

4.

Mr. Ashutosh Shukla, Whole Time Director

51,23,008

21.31%

27.39

5.

Mrs. Seema Chopra, Whole time Director

11,91,484

34.29%

6.37

6.

Mr. Manmohan Khanna, Independent Director

NIL

NIL

NIL

7.

Mr. Rohit Parti, Independent Director

NIL

NIL

NIL

8.

Mrs. Rajni Brar, Company Secretary

9,11,552

8.55%

4.87

9.

Mr. Nipun Arora, CFO

31,00,981

18.21%

16.58

2) The Median Remuneration of Employees of the Company during the financial year 2023-24 was Rs.1,87,000

3) There was an increase of 22.90% in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 371 for the year ended March 31, 2024.

5) There was an increase of 8.56% in salaries of employees other than the managerial personnel during the financial year 2023-24 while the increase in the remuneration of managerial personnel was 4.56%. The aggregate limit of remuneration of managerial personnel was reviewed and revised, keeping in view the need for leveraging experience and expertise as well as rewarding talent and the prevailing trend in the industry.

Therefore increase in the managerial remuneration is justified.

6) It is affirmed that remuneration paid during the year ended March 31st, 2024 is as per the Remuneration Policy of the Company.

7) There is no employee withdrawing remuneration equal to or more than the limit prescribed in rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

? PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

? REGULATORY ORDERS:

During the year, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

? CSR COMMITTEE:

As required under the provisions of section 135 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

1.

Mr. Rahul Batra

Chairman

2.

Mr. Varun Batra

Member

3.

Mr. Rohit Parti

Member

During the year, five meeting of the Corporate Social Responsibility Committee was held. Details of the Meeting are as follows:

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

11th April, 2023

3

3

2.

26th October, 2023

3

3

3.

7th November, 2023

3

3

4.

4th January,2024

3

3

29th March, 2024

3

3

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy),indicating the activities to be undertaken by the Company, recommending the amount to be spent on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The Company has provided for the corporate social responsibility as per Section 135 of the Companies Act 2013 i.e. Rs. 41,27,644.21 during the year being 2% of the average net profits for the immediately preceding three Financial Years. The actual amount spent during the financial year was Rs. 41,27,700.00 on eligible projects/ activities approved by the Board on the recommendation of the CSR Committee. Brief particulars of the CSR projects undertaken are given in Annexure 4, forming part of the Board''s Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014.

(A)CONSERVATION OF ENERGY:

(i)

the steps taken or impact on conservation of energy

The Company accords high priority to conservation of energy. However, there are no specific steps taken in this regard.

(ii)

the steps taken by the company for utilizing alternate sources of energy

The Company is not utilizing alternate sources of energy.

(iii)

the capital investment on energy conservation equipments

NIL

(B) TECHNOLOGY ABSORPTION:

(i)

the efforts made towards technology absorption

NIL

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

NIL

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported;

(b) the year of import;

(c )whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

The Company has not imported any technology during the year. Hence, there are no details to be furnished under this clause.

(iv)

the expenditure incurred on Research and Development

Rs 1,45,74,778.79

(C)Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are given below:

Particulars

Amt. as on 31.3.2024

Amt. as on 31.3.2023

Earnings in Foreign Exchange

44,48,15,702.67

27,82,93,667.94

Foreign Exchange Outgo

(4,580.55)

4,79,58,756.36

? INTERNAL FINANCIAL CONTROL:

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protectee that the transactions are authorized recorded and reported correctly.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitabili policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Directors has laid down internal financial controls to be folloOwed by the Company and that such internal financial controls are adequate and been operating effectively.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

? AGREEMENTS THAT SUBSIST AS ON THE DATE OF NOTIFICATION OF CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III. THEIR SALIENT FEATURES, INCLUDING THE LINK TO THE WEBPAGE WHERE THE COMPLETE DETAILS OF SUCH AGREEMENTS ARE AVAILABLE- N.A.

? DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid dep outstanding as on March 31, 2024. No unsecured loan has been received from the Directors of the company.

? DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT;- N.A.

? CORPORATE GOVERNANCE:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclc Requirements) Regulations, 2015.

Hence, the Report on Corporate Governance is not forming part of the Directors'' Report.

? TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required 1 transferred to Investor Education and Protection Fund (IEPF).

? ANNUAL RETURN:

Annual Return is available on the Company''s website at www.betadrugslimited.com.

? PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Company has provided the following loans, investments or guarantees under section 186 of the Companies Act. 2013 as on 31st March. 2023:-

PARTICULARS

During the financial year 2023-24

Amount as on 31st March, 2024

LOANS GIVEN BY COMPANY

LOAN TO ADLEY LAB LIMITED (Wholly-owned Subsidiary)

35,00,000.00

2,50,94,764.00

LOAN TO ADLEY FORMULATIONS PRIVATE LIMITED (AFPL) (Wholly-owned Subsidiary)

1,80,60,000.00

4,95,99,060.00

TOTAL

2,15,60,000.00

7,46,93,824.00

INVESTMENTS MADE BY COMPANY

INVESTMENT IN BETA UBK INTERNATIONAL PVT. LTD.

-77,89,905.49

Nil

INVESTMENT IN ADLEY FORMULATION PVT. LTD.

Nil

1,26,00,000.00

INVESTMENT IN ADLEY LAB LTD.

Nil

4,50,40,000.00

INVESTMENT IN BETA RESEARCH PVT. LTD.

Nil

1,00,000.00

TOTAL

-77,89,905.49

5,77,40,000.00

GUARANTEES GIVEN BY COMPANY

GUARANTEE GIVEN TO ICICI BANK FOR ADLEY FORMULATIONS PRIVATE LIMITED (Wholly-owned Subsidiary)

Nil

11,49,00,000.00

GUARANTEE GIVEN TO HDFC BANK FOR ADLEY LAB LIMITED (Wholly-owned Subsidiary)

Nil

11,25,00,000.00

GUARANTEE GIVEN TO SIDBI FOR ADLEY LAB LIMITED (Wholly-owned Subsidiary)

Nil

80,00,000.00

TOTAL

Nil

23,54,00,000.00

? RELATED PARTY TRANSACTIONS: The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso Form No. AOC -2, given below:

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.

Information Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at Arm''s length basis.

SL. No.

Particulars

Details

a)

Name (s) of the related party & nature of relationship

NIL

b)

Nature of contracts/arrangements/transaction

-

c)

Duration of the contracts/arrangements/transaction

-

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

-

e)

Justification for entering into such contracts or arrangements or transactions''

-

f)

Date of approval by the Board

-

g)

Amount paid as advances, if any

-

h)

Date on which the special resolution was passed in General meeting as required under first proviso to section 188

-

2.

Details of material contracts or arrangements or transactions at Arm''s le

gth basis.

SL.

No.

Particulars

a)

Name (s) of the related party & nature of relationship

Adley Lab Limited (wholly owned subsidiary)

Adley Formulations Private Limited (wholly owned subsidiary)

BT Associates Pvt Ltd.

b)

Nature of

contracts/Arrangements

/transaction

i) Purchase of Goods: Rs

17,89,96,195.00

ii) Interest received on unsecured loan:

Rs 19,42,788.00

iii) Unsecured Loan given to subsidiary:

Rs 35,00,000.00

iv) Purchase of Machinery: Rs

1,00,000.00

i) Sale of Goods: Rs 3,09,35,849.06

ii) Purchase of Goods: Rs 5,27,75,471.80

iii) Sale of Fixed assets: Rs 4,77,970.00

iv) Interest received on Unsecured Loan :Rs

32,40,302.00

v) Unsecured Loa n given to subsidiary: Rs 1,80,60,000

Payment of Building Rent: Rs 28,88,640.00

c)

Duration of the

Contracts/Arrangements

/transaction

Regular

Regular

Regular

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Transactions are at Arm''s length basis and in the ordinary course of business

Transactions are at Arm''s length basis and in the ordinary course of business

Transactions are at Arm''s length basis and in the ordinary course of business

e)

Date of approval by the Board

1st April, 2023

1st April, 2023

1st April, 2023

f)

Amount paid as advances, if any

-

-

? MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 5.

? THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR. N.A.

? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS

During the period under review there was no instance of one time settlement with any Banker Financial Institution.

? APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.


Mar 31, 2023

Your Directors take pleasure in presenting the 18thAnnual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2023. The Management Discussion and Analysis has also been incorporated in this report.

? FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

PARTICULARS

STANDALONE (Amount in Lacs)

CONSOLIDATED (Amount in Lacs)

YEAR ENDED 31.03.2023

YEAR ENDED 31.03.2022

YEAR ENDED 31.03.2023

YEAR ENDED 31.03.2022

Revenue from Operations

15,787.46

12,484.68

22,711.36

18,383.74

Other Income

104.28

85.79

75.35

75.69

Total Revenue

15,891.74

12,570.47

22,786.71

18,459.43

Less: Other expenses excluding depreciation

12751.31

10,007.53

17,640.06

14,303.87

Less: Depreciation & Preliminary expenses written off

619.48

546.78

1,041.00

725.42

Profit / (loss) before Taxation

2,520.95

2,016.16

4,105.65

3,430.14

Less : Provision for Taxation Current Tax

668.39

615.06

1085.85

950.62

Deferred Tax

-29.05

-23.54

-52.07

-3.23

Profit/ (loss) after Taxation

1,881.61

1,424.65

3,071.87

2,482.75

? DIVIDEND:

The Board of Directors has not recommended any dividend for the year.

? TRANSFER TO RESERVE:

Profit of Rs.18881.61 lakhs was transferred to surplus a/c.

? REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS:

During the year, your Company has emerged as one of the fastest growing company in the Oncology product segment which has contributed to significant increase in the profitability of the company.

• STANDALONE:

During the year, Revenue of the Company increased by 26.42% i.e. from Rs 12,570.47 lakhs to Rs 15,891.74 lakhs .Profit before tax increased by 25.04% i.e. from Rs. 2,016.16 lakhs to Rs.2,520.95 lakhs. Profit after tax increased by 32.07% i.e. from Rs. 1424.65 lakhs to Rs.1881.61 lakhs.

• CONSOLIDATED:

The Consolidated Financial Statements of the Company have been prepared as per Accounting Standard of the Institute of Chartered Accountants of India. During the year, Company''s consolidated Revenue increased by 23.44% i.e. from Rs. 18,459.43lakhs to Rs.22,786.71 lakhs. Profit before tax increased by 19.69% i.e. from Rs.3430.14 lakhs to Rs.4105.65lakhs. Profit after tax increased by 23.73% i.e. from Rs.2482.75 lakhs to Rs.3071.87 lakhs.

? CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business.

? MATERIAL CHANGES:

There are no Material change occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

? LISTING:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge).

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.

? SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

Company has following Subsidiary Companies:-

? Beta Ubk International Private Limited, subsidiary in Uzbekistan having works & registered office at: 27, Alimkent Street, Yashnabad District, Tashkent City, Uzbekistan with 60% Shareholding.

Business: Manufacturing of Oncology Products.

? Adley Formulations Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, Sector-5, Panchkula, Haryana-134114 & Works at Kotla, Barotiwala, Distt Solan, Himachal Pradesh with 100% Shareholding

Business: Manufacturing & Trading of Oncology Products

? Adley Lab Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office & Works at D-27, Focal Point, Derabassi-140507 (SAS Nagar, Mohali) with 100% Shareholding

Business: Manufacturing of Oncology API

• Beta Research Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, 1st Floor, Sector-5, Panchkula, Haryana-134114 with 100% Shareholding.

A statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 in form AOC - 1 is appended as Annexure - 5

The Company is not having any other Joint Venture or Associate Company.

? PERFORMANCE OF SUBSIDIARY COMPANIES:

? Beta Ubk International Private Limited is engaged primarily in manufacturing of Oncology Products. There were no commercial transactions during the year.

? Adley Formulations Private Limited is engaged primarily in Manufacturing & Trading of Oncology Products. During the period under review, Adley Formulations Private Limited achieved a turnover of Rs 5,820.54 lakhs with a profitability ofRs644.42 lakhs.

? Adley Lab Limited is engaged in manufacturing of Oncology API. During the period under review, Adley Lab Limited achieved a turnover of Rs 4276.94lakhs with a profitability of Rs 545.84lakhs.

? Beta Research Private Limited, there is no operations till date.

Therefore Adley Formulations Private Limited and Adley Lab Limited played a significant role toward the increase in the overall profitability of the company.

? REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

? INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review there is no change in the authorized Share capital of the company.

? ALLOTMENT OF SHARES:

During the financial year 2022-23 the Company has not allotted any shares

? DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in Demat mode.

? DEPOSITORY SYSTEM:

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company''s share s on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE351Y01019.

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Rahul Batra (DIN: 02229234)&Mr. Ashutosh Shukla (DIN: 09461568), Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves to be re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Rahul Batra (DIN: 02229234) &Mr. Ashutosh Shukla (DIN: 09461568), as Director of the Company liable to retire by rotation.

Brief profile of the directors seeking appointment/re-appointment and other details including remuneration etc has been given in the Annexure-1 of the notice of the ensuing AGM.

? DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

2. 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;

3. 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;

4. that the Directors had prepared the annual accounts on a going concern basis; and

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

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

? FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance cf non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

? NUMBER OF MEETINGS OF BOARD:

During the FY 2022-23, the Board of Directors met thirteen times viz. 1st April, 2022, 27th April, 2022, 13thMay, 2022,4th June, 2022, 16th June, 2022, 20th July, 2022,28th July, 2022,5th August, 2022, 30thAugust, 2021, 27th September, 2022,13th October, 2022, 27th October, 2022,&16thFebruary, 2023.

Name of the Director

Number of Board Meetings Attended

Rahul Batra

13

Varun Batra

13

Balwant Singh

13

Rohit Parti

13

Manmohan Khanna

13

Seema Chopra

13

Ashutosh Shukla

13

Last Annual General Meeting of the company was held on 29th September, 2022.

During the Financial year 2022-23no Extraordinary General Meeting was held. No item was required to be passed through postal ballot during the Financial year 2022-223.

? DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meets the criteria of Independence laid down in section 149(5) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

? ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES /EMPLOYEE STOCK OPTION SCHEME:

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disdosure regarding the same is not given.

? AUDITORS'' REPORT:

M/s Kalra Rai & Associates, Chartered Accountants, Chandigarh, Firm Registration Number 008859N have issued their Report (Standalone & Consolidated) for the financial year ended on March 31, 2023 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark hence no explanation or comments of the Board is required in this matter.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

? COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

? COST AUDITOR:

The Board of Directors of your Company has appointed M/s Charu Jindal & Company, Cost Accountants, Dehradun as Cost Auditors to conduct audit of the Cost Records for Financial Year to be ended on March 31, 2024.

? COST RECORDS:

The Central Government has prescribed the maintenance of cost records under section 148(1) of the act, for the goods supplied by the Company. The Company had maintained proper cost records. Cost Audit Report for the financial year 2022-23 is being filed.

? INTERNAL AUDITOR:

The Board of Directors of your company has appointed M/s Srivastava V.K. & Associates, Chartered Accountants, Chandigarh as Internal Auditors to conduct Internal audit for Financial Year to be ended on March 31, 2024.

? SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Bhandari, Company Secretary to undertake the Secretarial Audit of the Company for Financial Year to be ended on March 31, 2024.

The Secretarial Audit Report for the FY 2022-23 is annexed herewith as "Annexure-2".

? MANAGEMENT COMMENTS TO THE SECRETARIAL AUDITOR QUALIFICATION/OBSERVATIONS:

Audit Qualifications/Observations

Management Comments

1.

Section 178 (1) of Companies Act, 2013 requires Composition of Nomination and remuneration committee of 3 or more non executive director, whereas Company has only 2 non executive directors in the Committee. It is also further drawn to your attention that there is a shortfall of one independent Director w.e.f. 20.1.2022 required u/s 149(4) of the Companies Act, 2013 as per strength of Board of Directors of Company.

The company is in the process of finding the suitable candidate and will fill the vacancy of Independent Director. After appointing the Independent Director, the composition of Nomination and Remuneration Committee will be as per the requirement of Section 178 (1) of Companies Act, 2013.

2.

(i)Clause 33(3)(d) of LODR- submission of non consolidated annual audited financial results as at 31.3.2023 to Stock Exchange with respect to non operative foreign subsidiary viz. Beta UBK International Pvt. Ltd. Compliance required u/s 129, 136 and other relevant provisions of Companies Act, 2013 with respect to (non-operative) foreign subsidiary viz. Beta UBK International Pvt. Ltd not made inter-alia Consolidation of Annual Audited Financial Statements as at 31.3.2023, Standalone financial statements as at 31.3.2023 / Statement containing salient features thereof required not attached with annual report. Unaudited financials of non operative wholly owned subsidiary Beta Research Pvt Ltd, were consolidated.

ii) Annual performance report (APR) for calendar year 2022 not filed to authorized dealer bank in respect of Beta UBK International Pvt. Ltd., foreign subsidiary.

(i) Since the production facility in Beta UBK International Pvt. Ltd was not operational till Balance Sheet date and the subsidiary is non operational since incorporation, therefore financials of Beta Ubk International was not consolidated.

Beta Research Pvt. Ltd is 100% subsidiary, however, the accounts were skipped to be audited though the consolidation was done, as there was only one transaction of capital induction and no other transaction was there. However it was audited on 28.08.2023.

(ii) The company is non-operative therefore APR is not yet filed.

? INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director. The Internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:-

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

? AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Audit Committee.

The composition of the committee is as follows:-

1.

Mr.Manmohan Khanna

Chairman

2.

Mr.Rohit Parti

Member

4.

Mr.Rahul Batra

Member

During the year, Audit Committee has met four times details of the same are as follows:

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

1st April, 2022

3

3

2.

27th April,2022

3

3

3.

30thAugust, 2022

3

3

4.

27thOctober, 2022

3

3

?

The term of references of audit committee are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditor''s report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

NOMINATION & REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Nomination and Remuneration Committee.

The composition of the committee is as follows:-

1.

Mr. Manmohan Khanna

Chairman

2.

Mr. Rohit Parti

Member

3.

Mr. Rahul Batra

Member

During the year, three meeting of the nomination and remuneration committee was held. Details of the Meeting are as follows:

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

13th May, 2022

3

3

2.

20th July, 2022

3

3

2.

30thAugust, 2022

3

3

Remuneration Policy: Website link:-

http://www.betadrusslimited.com

(a) Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then Board of the Company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independent directors of the Company except sitting fees of Rs 1000/- per meeting.

? STAKEHOLDERS RELATIONSHIP COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

1.

Mr. Manmohan Khanna

Chairman

2.

Mr.Rohit Parti

Member

4.

Mr. Rahul Batra

Member

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on 31st March, 2023.Mrs.Rajni Brar, Company Secretary is the Compliance Officer for the above purpose.

During the year, two meeting of the Stakeholders Relationship Committee was held. Details of the Meeting are as follows:

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

27thApril, 2022

3

3

2.

16th February, 2023

3

3

? POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

? WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. No director or employee has been denied access to the Audit Committee.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Company''s Web www.betadrugslimited.com.

? POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

? RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.

? VIGIL MECHANISM:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, there is no vigil mechanism in the company.

? CODE OF BUSINESS CONDUCT AND ETHICS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of Internal Procedures and code for prevention of insider trading ("Code of Conduct"), as approved by the Board from time to time, are in force by the Company. The objective of this Code of Conduct is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Beta Drugs Limited at the time when there is unpublished price sensitive information.

The COC is available on the website of the Company www.betadrugslimited.com and the Directors and senior management personnel''s of the company has complied with the code of conduct.

? DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has a policy and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace. The Complaint Committee for Redressal of Sexual Harassment consists of the following members:-

1.

Mrs. Salita Chauhan,

Presiding Officer

2.

Mrs. Parul Thakur

Member

3.

Ms. Sonia Nawani,

Member

4.

Mr. Balwant Singh,

Member

5.

Mr. Rajeev Kumar Sharma, Advocate

Member

? REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company''s shareholders may refer the Company''s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.

The Company''s remuneration policy is directed towards rewarding performance based on review of achievements periodically.

The remuneration policy is in consonance with the existing industry practice.

? ANALYSIS OF REMUNERATION:

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:-

1) The percentage increase in Remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2022-23 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:-

Sr

No.

Name of Director/KMP and Designation

Remuneration of Director/KMP for the Financial Year 2022-23 (In Rs.)

%age Increase in Remuneration for the Financial Year 2022-23

Ratio of Remuneration of each director to the Median Remuneration of Employees

1.

Mr. Varun Batra, Whole Time Director

1,21,00,000

44.05%

79.52

2.

Mr. Rahul Batra, Whole Time Director

1,21,00,000

44.05%

79.52

3.

Mr. Balwant Singh, Whole Time Director

26,61,560

24.86%

17.50

4.

Mr. Ashutosh Shukla, Whole Time Director

42,22,996

-

27.75

5.

Mrs. Seema Chopra, Whole time Director

8,87,228

29.10%

5.83

6.

Mr. Manmohan Khanna, Independent Director

NIL

NIL

NIL

7.

Mr. Rohit Parti, Independent Director

NIL

NIL

NIL

8.

Mrs. Rajni Brar, Company Secretary

8,39,727

9.19%

5.52

9.

Mr. Nipun Arora, CFO

26,23,256

15.40%

17.24

2) The Median Remuneration of Employees of the Company during the financial year 2022-23 was Rs.1,52,152/-

3) There was an increase of13.88%in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 315 for the year ended March 31, 2023.

5) There was an increase of 42.81% in salaries of employees other than the managerial personnel during the financial year 2022-23 while the increase in the remuneration of managerial personnel was 32.66%. The aggregate limit of remuneration of managerial personnel was reviewed and revised, keeping in view the need for leveraging experience and expertise as well as rewarding talent and the prevailing trend in the industry. Therefore increase in the managerial remuneration is justified.

6) It is affirmed that remuneration paid during the year ended March 31st, 2023 is as per the Remuneration Policy of the Company.

7) There is no employee withdrawing remuneration equal to or more than the limit prescribed in rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

? PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

? REGULATORY ORDERS:

During the year, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

? CSR COMMITTEE:

As required under the provisions of section 135 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

1.

Mr. Rahul Batra

Chairman

2.

Mr. Varun Batra

Member

3.

Mr. Rohit Parti

Member

During the year, four meeting of the Corporate Social Responsibility Committee was held. Details of the Meeting are as follows:

Sr. No

Date of Meeting

Strength of Committee

No. of Members Present

1.

30thAugust, 2022

3

3

2.

15th November,2022

3

3

3.

3rd January,2023

3

3

4.

7th March, 2023

3

3

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy),indicating the activities to be undertaken by the Company, recommending the amount to be spent on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The Company has provided for the corporate social responsibility as per Section 135 of the Companies Act 2013 i.e. Rs. 29,17,943.00during the year being 2% of the average net profits for the immediately preceding three Financial Years. The actual amount spent during the financial year

was Rs. 29,28,000.00 on eligible projects/ activities approved by the Board on the recommendation of the CSR Committee. Brief particulars of the CSR projects undertaken are given in Annexure 3, forming part of the Board''s Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014.

(A)CONSERVATION OF ENERGY:

(i)

the steps taken or impact on conservation of energy

The Company accords high priority to conservation of energy. However, there are no specific steps taken in this regard.

(ii)

the steps taken by the company for utilizing alternate sources of energy

The Company is not utilizing alternate sources of energy.

(iii)

the capital investment on energy conservation equipments

NIL

(B) TECHNOLOGY ABSORPTION:

(i)

the efforts made towards technology absorption

NIL

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

NIL

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported;

(b) the year of import;

(c )whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

The Company has not imported any technology during the year. Hence, there are no details to be furnished under this clause.

(iv)

the expenditure incurred on Research and Development

Rs 2,53,26,735.97

(C)Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are given below:

Particulars

Amt. as on 31.3.2023

Amt. as on 31.3.2022

Earnings in Foreign Exchange

27,82,93,667.94

15,17,67,682.14

Foreign Exchange Outgo

4,79,58,756.36

45,84,461.22

? INTERNAL FINANCIAL CONTROL:

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Directors has laid down internal financial controls to be follo0wed by the Company and that such internal financial controls are adequate and have been operating effectively.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

? AGREEMENTS THAT SUBSIST AS ON THE DATE OF NOTIFICATION OF CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III. THEIR SALIENT FEATURES. INCLUDING THE LINK TO THE WEBPAGE WHERE THE COMPLETE DETAILS OF SUCH AGREEMENTS ARE AVAILABLE- N.A.? DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits outstanding as on March 31, 2023. No unsecured loan has been received from the Directors of the company.

? CORPORATE GOVERNANCE:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the Report on Corporate Governance is not forming part of the Directors'' Report.

? TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

? ANNUAL RETURN:

Annual Return is available on the Company''s website at www.betadrugslimited.com.

? PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Company has provided the following loans, investments or guarantees under section 186 of the Companies Act, 2013 as on 31st March, 2023:-

PARTICULARS

During the financial year 2022-23

Amount as on 31st March, 2023

LOANS GIVEN BY COMPANY

LOAN TO ADLEY LAB LIMITED (Wholly-owned Subsidiary)

47,50,000.00

1,98,46,255.00

LOAN TO ADLEY FORMULATIONS PRIVATE LIMITED (AFPL) (Wholly-owned Subsidiary)

2,86,22,788.00

TOTAL

47,50,000.00

4,84,69,043.00

INVESTMENTS MADE BY COMPANY

INVESTMENT IN BETA UBK INTERNATIONAL PVT. LTD.

Nil

77,89,905.49

INVESTMENT IN ADLEY FORMULATION PVT. LTD.

Nil

1,26,00,000.00

INVESTMENT IN ADLEY LAB LTD.

Nil

4,50,40,000.00

INVESTMENT IN BETA RESEARCH PVT. LTD.

1,00,000.00

1,00,000.00

TOTAL

1,00,000.00

6,55,29,905.49

GUARANTEES GIVEN BY COMPANY

GUARANTEE GIVEN TO ICICI BANK FOR ADLEY FORMULATIONS PRIVATE LIMITED (Wholly-owned Subsidiary)

Nil

11,19,00,000.00

GUARANTEE GIVEN TO HDFC BANK FOR ADLEY LAB LIMITED (Wholly-owned Subsidiary)

Nil

8,25,00,000.00

GUARANTEE GIVEN TO SIDBI FOR ADLEY LAB LIMITED (Wholly-owned Subsidiary)

Nil

37,00,000.00

TOTAL

Nil

19,81,00,000.00

?

RELATED PARTY TRANSACTIONS: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso Form No. AOC -2, given below:

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.

Information Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at Arm''s length basis.

SL. No.

Particulars

Details

Name (s) of the related party & nature of relationship

NIL

Nature of contracts/arrangements/transaction

-

Duration of the contracts/arrangements/transaction

-

Salient terms of the contracts or arrangements or transaction including the value, if any

-

Justification for entering into such contracts or arrangements or transactions''

-

Date of approval by the Board

-

Amount paid as advances, if any

-

Date on which the special resolution was passed in General meeting as required under first proviso to section 188

-

2.

Details of material contracts or arrangements or transactions at Arm''s length basis.

SL.

No.

Particulars

1

Name (s) of the related party & nature of relationship

Adley Lab Limited (wholly owned subsidiary)

Adley Formulations Private Limited (wholly owned subsidiary)

BT Associates Pvt Ltd.

2

Nature of

contracts/Arrangements

/transaction

i) Purchase of Goods: Rs 16,38,16,659.00

ii) Interest received on unsecured loan:

Rs 13,06,399.00

iii) Sale of Goods: Rs 1,40,000.00

iv) Unsecured Loan given by subsidiary:

Rs 47,50,000.00

v) Sale of Machinery: Rs 20,00,000.00 vii)Purchase of Machinery: Rs 2,50,585.00

i) Sale of Goods: Rs 1,82,19,181.18

ii) Purchase of Goods: Rs 5,06,39,544.83

iii) Sale of Fixed assets: Rs 44,12,028.24

iv) Interest received on Unsecured Loan :Rs

24,27,598.00

Payment of Building Rent: Rs

28,88,640.00

3

Duration of the

Contracts/Arrangements

/transaction

Regular

Regular

Regular

4

Salient terms of the contracts or arrangements or transaction including the value, if any

Transactions are at Arm''s length basis anc in the ordinary course of business

Transactions are at Arm''s length basis anc in the ordinary course of business

Transactions are at Arm''s length basis and in the ordinary course of business

5

Date of approval by the Board

1st April, 2022

1st April, 2022

1st April, 2022

6

Amount paid as advances, if any

-

-

? MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 4.

? THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR. N.A.? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS

During the period under review there was no instance of one time settlement with any Banker Financial Institution.

? APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Dated: 01.09.2023 By Order of the Board of Directors

Place: Panchkula sd/-

Rahul Batra

Chairman & Managing Director (DIN: 02229234)


Mar 31, 2018

- FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

PARTICULARS

YEAR ENDED 31.03.2018

YEAR ENDED 31.03.2017

Revenue from Operations

50,56,67,871.26

41,65,26,679.29

Other Income

24,43,898.26

2,90,363.06

Total Revenue

50,81,11,769.52

41,68,17,042.35

Less: Other expenses excluding depreciation

42,12,48,142.91

35,19,23,268.22

Less: Depreciation & Preliminary expenses written off

1,85,06,706.56

1,23,83,943.36

Profit / (loss) before Taxation

6,83,56,920.05

5,25,09,830.77

Less : Provision for Taxation Current Tax Deferred Tax

0

7,20,255.20

1,07,06,151.00

(8,88,233.00)

Profit/ (loss) after Taxation

6,76,36,664.85

4,26,91,912.77

- DIVIDEND:

In order to conserve the financial resources for the future requirement of the company, the Board of Directors has not recommended any dividend for the year.

- TRANSFER TO RESERVE:

Profit of Rs. 6,76,36,664.85 was transferred to surplus a/c.

- STATEMENT OF COMPANY''S AFFAIRS

During the year, Revenue of the Company increased by 21.90% i.e. from Rs. 4168.17 lakhs to Rs.5081.11 lakhs. Profit before tax increase by 30.17% i.e. from Rs. 525.09 lakhs to Rs.683.56 lakhs. Profit after tax increase by 58.42% to Rs. 676.36 lakhs from Rs. 426.91 lakhs.

- CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business.

- MATERIAL CHANGES:

The company had came out with a public issue of 22,96,000 equity shares at a price of Rs. 85 each including a share premium of Rs. 75 per equity share. The IPO was a huge success and the resulting shares have been listed on the NSE emerge platform of NSE, Mumbai. Other than this there are no Material change occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

- SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company.

- REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

- INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review the Company has increased authorised share capital from Rs. 1,01,00,000 (Rupees One Crore one lac only) divided in to 10,10,000 (Ten lac ten thousand) Equity Shares of Rs. 10 each ; to Rs. 10,00,00,000 (Rupees Ten Crore only) divided in to 1,00,00,000 (One Crore) Equity Shares of Rs. 10 each.

- ALLOTMENT OF SHARES UNDER BONUS ISSUE:

The Company has allotted 49,49,000 Equity Shares of Rs. 10 each during the year under review as Bonus share in the ratio of 4.9 Equity Shares of Rs. 10 each for every 1 Equity shares of Rs. 10 each held by the existing Shareholders of the Company.

- ALLOTMENT OF SHARES UNDER RIGHT ISSUE:

The Company has allotted 3,94,500 Equity Shares of Rs. 10 each during the year under review as Right Issue at a price of Rs 74/- each including premium of Rs 64/- per share of an aggregate value of Rs. 2,91,93,000 (Rupees Two Crore Ninety One Lac Ninety Three thousand only).

- CONVERSION OF THE COMPANY:

During the year the company has been converted from Private Limited Company to Public Limited Company and necessary fresh certificate to that effect has been issued by the Registrar of Companies, Himachal Pradesh dated 11th August, 2017. Consequent to conversion of the company the name of the company has been changed from Beta Drugs Private Limited to Beta Drugs Limited.

- SUCCESSFUL INITIAL PUBLIC OFFERING:

During the year under review, the Company came out with an Initial Public Offer (IPO) of 22,96,000 Equity Shares of Rs. 10/- each for cash at a price of Rs. 85/- per Equity Share including a share premium of Rs.75/- per Equity Share vide prospectus dated 19th September,2017 with a lot size of 1600 shares. The Company has successfully completed the Initial Public Offering (IPO) during the year pursuant to the applicable SEBI Rules and Regulations. The IPO opened on 29th September, 2017 and closed on 4th October, 2017. The IPO of the Company received an encouraging response from the investors and the public issue was oversubscribed. The Equity Shares of the Company have been listed on SME Platform of NSE Limited w.e.f 12th October, 2017. The Equity shares of the Company as listed on SME platform of NSE Limited have a regular and continuous trading. The Company confirmed it has paid Annual Listing Fees due to the National Stock Exchange for the year 2018-19.

- DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE351Y01019.

- UTILISATION OF IPO PROCEED:

Utilization of proceed by the Company till March, 2018 raised from IPO is detailed below:

PARTICLUAR

HEAD

AMOUNT

AMOUNT RECEIVED - SHARE CAPITAL AND PREMIUM

195160000.00

EXPENSES

IPO EXPENSES

ISSUE EXPENSES

29850000.00

IPO EXPENSES

GENERAL CORPORATE EXPENES

7094316.00

TRFD. TO VIJAYA C/C ( FOR WORKING CAPITAL)

WORKING CAPITAL

30000000.00

BALANCE WITH AXIS BANK

UNUTILISED

7536952.50

BALANCE RBLBANK

UNUTILISED

4878742.91

BALANCE WITH ICICI BANK

UNUTILISED

1690558.59

FDR WITH AXIS

UNUTILISED

72000000.00

FDR WITH SIDBI

GENERAL CORPORATE EXPENES

3400000.00

FDR WITH VIJAYA

UNUTILISED

9000000.00

BUILDING

CIVIL CONSTRUCTION

6466264.00

GENERAL CORPORATE EXPENES

GENERAL CORPORATE EXPENES

2750661.00

MACHIENRY PAYMENT ( ADVANCE)

PURCHASE OF MACHINERY (ADVANCE)

9898700.00

MACHIENRY CAPITALISED

PURCHASE OF MACHINERY

8344785.00

LAND

GENERAL CORPORATE EXPENES

2249020.00

TOTAL

195160000

- DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Rahul Batra (DIN: 02229234) and Mr. Balwant Singh (DIN: 01089968), Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself/herself to be reappointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Rahul Batra (DIN: 02229234) and Mr. Balwant Singh (DIN: 01089968) as Directors of the Company liable to retire by rotation.

During the year under review, Mr Rohit Parti (DIN:-07889944), Mr. Nipun Arora (DIN: 05333399) & Mr Manmohan Khanna (DIN :-07888319) were appointed as Additional Director as well as Independent Directors of the Company for 5 years w.e.f. 26th July, 2017 at the Board of Directors Meeting, subject to the approval of shareholders in the ensuing Annual General Meeting.

Mrs. Rajni Brar was appointed as Company Secretary and Mr. Jayant Kumar was appointed as CFO of the Company w.e.f. 17th July, 2017.

- DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

2. 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;

3. 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;

4. that the Directors had prepared the annual accounts on a going concern basis; and

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

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

- NUMBER OF MEETINGS OF BOARD:

During the FY 2017-18, the Board of Directors met ten times viz. 1st May, 2017, 28th June, 2017, 17th July, 2017, 26th July, 2017, 14th August, 2017, 17th August, 2017, 19th September, 2017, 10th October,

2017, 3rd January, 2018 & 14th March, 2018.

Name of the Director

Number of Board Meetings Attended

Vijay Kumar Batra

10

Rahul Batra

10

Varun Batra

10

Balwant Singh

10

Neeraj Batra

10

Rohit Parti

2

Nipun Arora

2

Manmohan Khanna

2

Last Annual General Meeting of the company was held on 24th July, 2017 and following shareholders were present in the meeting:-

Name of the Shareholder

Number of Equity Shares held

Vijay Kumar Batra

1004200

Rahul Batra

2500

Varun Batra

2500

Neeraj Batra

500

Balwant Singh

100

Aditi Batra

100

Heena Batra

100

Total 3 Extraordinary General Meeting was held during the FY 2017-18 viz 26th June, 2017, 10th August, 2017 & 17th August 2017.

- DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

- AUDITORS'' REPORT:

M/s Kalra Rai & Associates, Chartered Accountants, Chandigarh, Firm Registration Number 008859N have issued their Report for the Financial Year ended 31st March 2018.There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report and hence no explanation or comments of the Board is required in this matter.

- COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

- SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

Mr Dinesh Bhandari, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-1".

- COMPANY REPLY TO THE SECRETARIAL AUDITOR QUALIFICATION

QUALIFICATION

COMPANY REPLY

1. Non Registration of creation of charge u/s 77,78 of Companies Act, 2013 by way of hypothecation of vehicle against vehicle loan of Rs. 43 lakhs taken from HDFC Bank Limited on 13.06.2017 and application for seeking extension of time for registration of creation of charge not filed u/s 87 of Companies Act, 2013.

The company is in process of filing of Application for seeking extension of time for registration of creation of charge u/s 87 of Companies Act, 2013 and will be filed shortly.

- INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director. The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

- ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

- AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act, 2013 and Rules made there under the Board of Director at its meeting held on 26th July, 2017 constituted the Audit Committee. The Audit Committee comprises of the following members:

1.

Mr. Rohit Parti

Chairperson

2.

Mr. Vijay Kumar Batra

Member

3.

Mr. Manmohan Khanna

Member

4.

Mr Nipun Arora

Member

During the year, Audit Committee has met two times details of the same are as follows:

Sr. No

Date of Meeting

Strength of

No. of Members Present

Committee

1.

03.01.2018

4

4

2.

14.03.2018

4

4

The term of references of audit committee are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditor''s report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

Term of Reference of the Committee

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditor''s independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

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

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

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

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial information and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

- NOMINATION & REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director at its meeting held on 26th July, 2017 constituted the Nomination and Remuneration Committee. The Nomination and Remuneration Committee consists of the following members:

1.

Mr. Rohit Parti

Chairperson

2.

Mr. Vijay Kumar Batra

Member

3.

Mr. Manmohan Khanna

Member

4.

Mr Nipun Arora

Member

During the year, one meeting of the nomination and remuneration committee was held. Details of the Meeting are as follows:

Sr. No

Date of Meeting

Strength of

No. of Members Present

Committee

1.

03.01.2018

4

4

(i) Term of Reference of the Committee

- To 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 and shall carry out evaluation of every Director''s performance.

- To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

- The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

- Regularly review the Human Resource function of the Company.

- Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

- Make reports to the Board as appropriate.

- Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

- Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

(ii) Remuneration Policy:

Website link :-http://www.betadrugslimited.com/pdfs/betapolicies/PolicyonRemunerationNominationandBoarDiversity.PDF

(a) Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then Board of the Company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independent directors of the Company except sitting fees of Rs 5000/- per meeting.

- STAKEHOLDERS RELATIONSHIP COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director at its meeting held on 26th July, 2017 constituted the Stakeholders Relationship Committee. The Stakeholders Relationship Committee consists of the following members:

1. Mr. Rohit Parti Chairperson

2. Mr. Vijay Kumar Batra Member

3. Mr. Manmohan Khanna Member

4. Mr Nipun Arora Member

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on 31st March, 2018. During the year, no meeting of the Stakeholders Relationship Committee was held.

Mrs.Rajni Brar, Company Secretary is the Compliance Officer for the above purpose.

Term of Reference of the Committee

i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

ii. Redressal of security holder''s/investor''s complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

iii. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

iv. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

v. Reference to statutory and regulatory authorities regarding investor grievances; and

vi. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

vii. To take note of Dematerialisation and Rematerialisation requests received from the shareholders of the company.

viii. Any other power specifically assigned by the Board of Directors of the Company

- POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

- POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

- RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.

- VIGIL MECHANISM:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, there is no vigil mechanism in the company.

- CODE OF BUSINESS CONDUCT AND ETHICS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of Internal Procedures and code for prevention of insider trading ("Code of Conduct"), as approved by the Board from time to time, are in force by the Company. The objective of this Code of Conduct is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Beta Drugs Limited at the time when there is unpublished price sensitive information. The COC is available on the website of the Company www.betadrugslimited.com.

- DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The company has a policy and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace.

- REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company''s shareholders may refer the Company''s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.

The Company''s remuneration policy is directed towards rewarding performance based on review of achievements periodically.

The remuneration policy is in consonance with the existing industry practice.

- ANALYSIS OF REMUNERATION:

The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual Return attached with this report.

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:

1) The percentage increase in Remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2017-18 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:-

Sr

No.

Name of Director/KMP and Designation

Remuneration of Director/KMP for the Financial Year 2018-18 (In Rs.)

% age Increase in Remuneration for the Financial Year 2017-18

Ratio of

Remuneration of each director to the Median

Remuneration of Employees

1.

Mr.Vijay Kumar Batra, Chairman cum Managing Director

NIL

NIL

NIL

2.

Mrs. Neeraj Batra, Whole Time Director

24,00,000

Nil

13.46

3.

Mr. Varun Batra, Whole Time Director

24,00,000

Nil

13.46

4.

Mr Balwant Singh, Whole Time Director

14,52,000

43.20%

8.14

5.

Mr. Rahul Batra, Whole Time Director

NIL

NIL

NIL

6.

Mr Manmohan Khanna, Independent Director

Only Sitting Fee of Rs 10,000/-

NIL

NIL

7.

Mr. Rohit Parti, Independent Director

Only Sitting Fee of Rs 10,000/-

NIL

NIL

8.

Mr. Nipun Arora, Independent Director

Only Sitting Fee of Rs 10,000/-

NIL

NIL

9.

Mrs Rajni Brar, Company Secretary

2,77,701

Appointed w.e.f. 17th July, 2018

1.56

10.

Mr Jayant Kumar, CFO

6,67,164

Appointed as CFO w.e.f. 17th July, 2018

3.74

2) The Median Remuneration of Employees of the Company during the financial year 2017-18 was Rs.1,78,356/-

3) There was an increase of 8.22% in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 165 for the year ended March 31, 2018.

5) There was an increase of 45.44% in salaries of employees other than the managerial personnel during the financial year 2017-18 .

6) It is affirmed that remuneration paid during the year ended March 31st, 2018 is as per the Remuneration Policy of the Company.

- PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 2.

- REGULATORY ORDERS:

During the year, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

- CSR COMMITTEE:

During the year under review CSR Committee is not applicable to the Company, no further details/disclosure required to be given in this regard. In the Financial Year 2018-19 company has constitute a CSR Committee comprising following members:

1.

Mr Vijay Kumar Batra

Chairman

2.

Mr Rahul Batra

Member

3.

Mr Rohit Parti

Member

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY

(i)

the steps taken or impact on conservation of energy

The Company accords high priority to conservation of energy. However, there are no specific steps taken in this regard.

(ii)

the steps taken by the company for utilizing alternate sources of energy

The Company is not utilizing alternate sources of energy.

(iii)

the capital investment on energy conservation equipments

NIL

(B) TECHNOLOGY ABSORPTION

(i)

the efforts made towards technology absorption

NIL

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

NIL

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported;

The Company has not imported any technology during the year. Hence, there are no details to be furnished under this clause.

(b)the year of import;

(c )whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv)

the expenditure incurred on Research and Development

There are no expenditure incurred on Research and Development by the Company.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are given below :

Particulars

Amt. as on 31.3.2018

Amt. as on 31.3.2017

Earnings in Foreign Exchange

1,44,15,249.91

3,36,90,510.52

Foreign Exchange Outgo

1,08,46,771

NIL

- INTERNAL FINANCIAL CONTROL:

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively.

- DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018. However, the detail of unsecured loan from Directors of the company is as follows:-

Name

Amount As on31.3.2018

Amount As on 31.3.2017

Mr Varun Batra, Whole Time Director

0

1,00,000

Mr Balwant Singh, Whole Time Director

0

1,00,000

Mr Vijay Kumar Batra, Managing Director

0

2,29,65,840

Total

0

2,31,65,840

- CORPORATE GOVERNANCE:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the Report on Corporate Governance is not forming part of the Directors'' Report.

- TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

- EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure -3"

- PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There are no Loans, Investments or Guarantees /Security given by the Company during the year, under section 186 of the Companies Act, 2013; hence no particulars are required to be given.

- RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso Form No. AOC -2, given below:

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.

Information Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at Arm''s length basis.

SL. No.

Particulars

Details

a)

Name (s) of relationship

the related party & nature of

NIL

b)

Nature of contracts/arrangements/transaction

-

c)

Duration of the contracts / arrangements /transaction

-

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

-

e)

Justification for entering into such contracts or arrangements or transactions''

-

f)

Date of approval by the Board

-

g)

Amount paid as advances, if any

-

h)

Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of material contracts or arrangements or transactions at Arm''s length basis.

SL. No.1

Particulars

Details

a)

Name (s) of the related party & nature of relationship

Adley Lab Limited

b)

Nature of contracts/Arrangements /transaction

Purchase of Goods

c)

Duration of the contracts/Arrangements /transaction

-

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Total amount involved during the year is Rs 3,59,85,763/-

e)

Date of approval by the Board

1st May, 2017

f)

Amount paid as advances, if any

-

SL. No.2

Particulars

Details

a)

Name (s) of the related party & nature of relationship

Adley Formulations

b)

Nature of contracts/ arrangements /transaction

i)Sale of Goods-Rs 340652

ii)Purchase of Goods-Rs 1231200

iii)Repayment of Loan-Rs 854636

c)

Duration of the contracts/Arrangements /transaction

-

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Total amount involved during the year is Rs 24,26,488/-

e)

Date of approval by the Board

1st May, 2017

f)

Amount paid as advances, if any

-

SL.No.3

Particulars

Details

a)

Name (s) of the related party & nature of relationship

BT Associates Pvt Ltd.

b)

Nature of contracts /arrangements /transaction

Payment of Building Rent

c)

Duration of the contracts /arrangements /transaction

-

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Total amount involved during the year is Rs 1823918/-

e)

Date of approval by the Board

1st May, 2017

f)

Amount paid as advances, if any

-

SL.No.4

Particulars

Details

g)

Name (s) of the related party & nature of relationship

Kedge Pharmacia (India) Pvt Ltd.

h)

Nature of contracts /arrangements /transaction

Sale of Goods

i)

Duration of the contracts /arrangements /transaction

-

j)

Salient terms of the contracts or arrangements or transaction including the value, if any

Total amount involved during the year is Rs 4,96,371/-

k)

Date of approval by the Board

1st May, 2017

l)

Amount paid as advances, if any

-

SL.No.5

Particulars

Details

a)

Name (s) of the related party & nature of relationship

Heena Batra

b)

Nature of contracts /arrangements /transaction

Salary to Director wife

c)

Duration of the contracts /arrangements /transaction

-

d)

Salient terms of the contracts or arrangements or transaction including the value, if any

Payment of salary @ Rs 40,000/p.m. total amounting Rs 2,00,000/- i.e. from 1st April, 2017 to 31st August, 2017

e)

Date of approval by the Board

1st May, 2017

f)

Amount paid as advances, if any

-

SL.No.6

Particulars

Details

m)

Name (s) of the related party & nature of relationship

Aditi Batra

n)

Nature of contracts/arrangements / transaction

Salary to Director wife

o)

Duration of the contracts /arrangements /transaction

-

p)

Salient terms of the contracts or arrangements or transaction including the value, if any

Payment of salary @ Rs 40,000/p.m. total amounting Rs 2,00,000/- i.e. from 1st April, 2017 to 31st August, 2017.

q)

Date of approval by the Board

1st May, 2017

r)

Amount paid as advances, if any

-

- MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 4.

- APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Dated: 17.08.2018 By Order of the Board of Directors

Place: Baddi

Registered Office: sd/-

Village Nandpur, Lodhimajra Road Vijay Kumar Batra

Baddi, Distt Solan H.P. Chairman & Managing Director

(DIN:01083215)

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