Directors Report of Venmax Drugs & Pharmaceuticals Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 35^th Annual Report of the Company, together with the Audited
accounts for the financial year ended 31^st March’2024.

Financial Highlights (Rs. In Lakhs)

Particulars	2023-2024	2022-2023
Sales	0	0
Other Income	19.86	41.93
Total Income	19.86	41.93
Total Expenses	11.17	19.36
Profit/(Loss)Before Tax	8.69	22.57
Current Year Tax	2.24	0
Deferred Tax	(0.004)	0.01
Profit/(Loss)After Tax	6.45	22.56

State of Company Affairs

The Company is engaged in the business of pharmaceutical products, drug intermediaries & API’s etc and
could not do any business during the financial year under review. The Board of Directors of your company
are exploring the business opportunities and are confident to start the business in the coming years.

Dividend

As the Company has not done any business and incurred losses, the Board of Directors has not
recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31,
2024

Transfer to Reserves

As there is no profit, the Board of Directors could not propose to transfer any amount to the General
Reserve.

Changes in Share Capital

During the year under review, there is no change in Authorized and Paid-up share capital of the Company

Material Changes and Commitments affecting the Financial Position of the Company which have
occurred between 31^st March’2024 and 22^nd August’2024 (Date of the Report)

No Material Changes and Commitments affecting the Financial Position of the Company have occurred till
22^ndAugust’2024

Nature of Business

The Company is engaged in the business of business of pharmaceutical products, drug intermediaries & API’s
etc and there has been no change in the nature of Business of the Company.

Public Deposits

During the year under review, the company has not accepted any deposit pursuant to the provisions of
Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

Annual Return

A copy of the Annual Return for the F.Y 2022-23 pursuant to the sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014
and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)
(a) and is available at the following link: www.venmaxdrugs.com

Director’s Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made
judgements and estimates that were 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 the Year
under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the Assets of the Company and
for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a Going Concern basis.

v) 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.

vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicable
laws and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by Rotation:

As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. N.
Krishnaiah (DIN: 07279009), who retires by rotation at the conclusion of this 35th AGM and offers himself for
re-appointment in accordance with the provisions of the Companies Act, 2013. The Directors recommend his
re- appointment.

b. Composition of Board of Directors

As on March 31, 2024 the Board constitutes the following directors:

Sl. No.	Name of Director	DIN	Designation
1	Mr. N. Krishnaiah	07279009	Managing Director
2	Dr. A. Ramakrishnaiah	01641977	Independent Director
3	Mrs. Meena Kumari Pilli	00009207	Additional Director (Non-Executive, Independent)
4	Mr. Swapneswar Mishra	10458622	Additional Director (Non-Executive, N Independent)

c. Changes in Directors and KMP:

During the year Mr. Raj Kumar Rai, Managing Director has resigned from his office w.e.f.16^th January
2024. The Board accepted his resignation and placed on record for appreciation for his work
during tenure of his office.

d. Changes Subsequent the Financial Year

Till the date of the Directors’ Report, the following changes took place on the Board/KMP of the
Cnmnanv:

Sl. No	Name of Director/KMP	Nature ofChange	Date of such change
1	Mr. Dasi Reddy Rakesh	Appointed as Additional Director (Non-Executive, Non-Non-Independent	22/08/2024
2	Mr. Gundluru Reddappa	Appointed as Additional Director (Non-Executive, Independent)	22/08/2024

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as ‘Annexure-A’.

Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange
Earnings or Outflow.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu,
Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as ‘Annexure-B’.

During the year under review, there were no qualifications, reservations or adverse remarks reported by
Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his
duties as Secretarial Auditor.

Trading of Equity Shares in BSE under Suspension

The Trading of Equity Shares in BSE is under suspension due to non-payment of Annual Listing Fees. Now
the Company is in process of making application to the BSE for revocation of suspension.

Corporate Governance and Shareholders Information

In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate report on corporate governance along with a certificate from a practicing Company
Secretary on its compliance and forms an integral part of this Board’s Report as “Annexure- C”.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion
and Analysis, is herewith annexed as ‘Annexure-D’

Number of Meetings of the Board and Director’s Attendance

During the year under review, four Meetings of the Board were convened and held, the details of which are
given in the Corporate Governance Report, which forms part of this report. The intervening gap between
the Meetings was within the limits prescribed under the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carried
out annual evaluation / annual performance evaluation, covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. The Directors expressed their satisfaction
with the evaluation process.

Declaration from Independent Directors on Annual Basis

The Company has received the Declarations from the Independent Directors of the Company to the
effect that they are Meeting the criteria of Independence as provided in sub-section (6) of section 149 of
the Act and of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and
experience (including the proficiency) of the independent directors.

Statutory Auditors

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory
Auditors of the Company at the 34^th AGM for a term of 5 consecutive financial year starting from 2023-24
to 2027-28 and shall hold office until the conclusion of 38^th Annual General Meeting. Your directors
recommend their appointment.

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the Size, Scale and Complexity
of its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit
Manual. 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 Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control
System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all
levels of the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action 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.

Audit Committee

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies
Act,2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition,
Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report. All the
recommendation made by the Audit Committee during the period were accepted by the Board of Directors.

Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in
accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Composition, Attendance, Powers and Role of the nomination & Remuneration Committee are included in
Corporate Governance Report.

Stakeholders Relationship Committee

The Composition, Attendance, Powers and Role of the Stakeholders Relationship, Committee are included
in Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the
Stakeholders’ Relationship Committee.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining
to forming of Risk Management Committee, is not applicable to the Company during the Financial Year
under review.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the
Financial Year 2023-2024, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

During the Year, the Company had not entered into any Contract or Arrangement with Related Parties
which could be considered ‘Material’ according to the Policy of the Company on materiality of Related
Party Transactions. There were no related party transactions with any person or entity belonging to
promoter/ promoter group which holds 10% or more shareholding in the Company. Details of all related
party transactions are disclosed in the financial statements.

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 of the following type:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant
transactions

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 behavior
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. The web link for the policy is as follows: www.venmaxdrugs.com

Policy on criteria for determining materiality of events

The Company has adopted a Policy 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 Policy is authorizing the mentioned Key Managerial Personnel for the purpose of
determining materiality of an event 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.

Policy on directors’ appointment, remuneration & other details

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.

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.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going
Concerns Status and Company’s Operations in future

The Company has not received any Significant or Material Orders passed by any Regulatory Authority,
Court or Tribunal which shall impact the Going Concern Status and Company’s Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period
under review.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all
levels and your Company is committed to maintain good relations with the employees. It has taken various
steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business
opportunities. At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company does not have any Unpaid or Unclaimed amounts/Securities lying for a period of seven years.
Therefore, there were no Funds/Securities which were required to be transferred to Investor Education
and Protection Fund (IEPF).

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company does not have any Employee who is employed throughout the Financial Year and in
receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and
in receipt of Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are
not applicable to our Company

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not
applicable to the Company.

Insider Trading Regulations

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 Conduct for
prevention of Insider Trading and the Code for Corporate Disclosures (“Code”), as approved by the Board
from time to time, are in force by the Company. The objective of this Code 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 VENMAX DRUGS AND
PHARMACEUTICALS LIMITED at the time, when there is Unpublished Price Sensitive Information.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace as per “The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified. Under the said Act,
every Company is required to set up an Internal Complaints Committee to look into complaints relating to
Sexual Harassment at workplace of any women employee. As required under law, an Internal Compliance
Committee has been constituted for reporting and conducting inquiry into the complaints made by the
victim on the harassments at the workplace. During the Year under review, no complaint of harassment at
the workplace was received by the Committee.

Acknowledgement

Your directors take this opportunity to place on record the valuable co-operation and continuous support
extended by its valued business associates, Consultants, Auditors, Suppliers, 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.

Your directors also 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.

Date: August 22, 2024 By Order of the Board of Directors

Place: Hyderabad

Sd/- Sd/-

N. Krishnaiah P. Meena Kumari

Managing Director Director

(DIN: 07279009) (DIN: 10458622)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

PARTICULARS 2013-2014 2012-2013

'' In lakhs '' In lakhs

Gross Income 61.62 507.52

Total Expenditure 104.14 568.74

Profit/Loss before Depreciation, Int & Taxation (42.52) (61.22)

Interest 1.38 17.09

Depreciation 1.16 24.78

Extraordinary items (132.23) -

Provision for Tax -- -

Net Profit/(loss) before tax (177.30) (103.09)

Deferred tax (52.45) 90.84

Net Profit / (Loss) (229.76) (12.25)

Paid up Equity Share Capital 523.89 523.89

REVIEW OF OPERATIONS:

The company recorded a turnover of Rs. 61.62 lakhs and net loss of Rs. 229.76 lakhs as against turnover of Rs. 507.52 lakhs and net loss of Rs. 12.25 lakhs for the corresponding previous year. The company is trying to achieve more turnovers in spite of lack of working capital facilities.

SALE OF LAND, BUILDINGS & MACHINERY:

As you are all aware of the Postal Ballot conducted during February 2013 where inapproval was accorded by the shareholders of the company for the sale / disposal of assets of the company in order to settle the loan liabilities due to the Bank and other statutory dues, your company has during July 2013 disposed off the assets and settled the dues of Bank, arrears of dues with Sales tax and other statutory dues.

Since the plant & equipment are very old and could not be upgraded, the production was getting hampered frequently. Further to this, power cuts and shortage are added burden on the production cycle. With the result, Working capital account became NPA. Under these circumstances, the company took the approval from Shareholders through postal ballot and sold the assets, cleared the liabilities to the bank and other statutory bodies.

However the company is planning to manufacture fine chemicals in leased premises and also trade the Bulk drugs, intermediates and cosmetics to improve workings of the company.

DIVIDEND:

The company was de-registered from BIFR. Directors express their inability to recommend any dividend for the said financial year. Directors regret the same, but are hopeful that the performance of the Company would improve in the years to come.

FIXED DEPOSITS:

The Company has neither accepted not renewed any deposits falling within the provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

The Company has not invited / accepted any fixed deposits during the year under review.

DIRECTORS:

Dr.A.Ramakrishnaiah, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIRECTORS ''RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in preparation of Annual Account for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors have 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 ended 31st March, 2014 and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularities :

(iv) that the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Durga Prasad Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have submitted a Certificate pursuant to the provisions of section 224(1B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in Form - ''A'' and Form - ''B'' which is enclosed as Annexure - a to this report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum during the financial year. MANAGEMENT DISCUSSION & ANANLYSIS :

The Competition in the Pharmaceuticals industry is very high from both the organized and unorganized sectors.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch, your company unable to meet the demand.

Your company is gearing up to meet the challenges of Bulk Drug Industry. The Company is facing working Capital crunch, which may be overcome by equity participation by the Investors .

EXPLANATIONS TO AUDITORS''S QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors'' Report.

Necessary steps were taken to implement the auditor''s qualifications. The balance confirmations of the debtors, creditors, loans and advances are under process.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement, a separate Report on corporate Governance is enclosed as Annexure - B to this report.

LISTING FEE:

Your Company''s shares are listed on the Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock Exchange for the period 2013-14. The ISIN no. of the Company is INE 154 G 01014.

REPLIES TO AUDITORS QUALIFICATIONS :

The Company remitted Rs. 8 Laks to ESI Department to wards Disputed liability from the proceeded of sale However the department has refused to accept the amount stating that the matter of subjudiciary in nature. The other undisputed amount are being paid ACKNOWLEDGMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Company''s Customers, Bankers, shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company.

For and on behalf of Board of Directors

Place : Hyderabad N. V. NARENDER

Date: 3rd September 2014 Chairman and Managing Director

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Mar 31, 2012

Dear Members'

The Directors have pleasure in presenting the 23rd ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31 st March' 2012.

FINANCIAL RESULTS:

PARTICULARS 2011-2012 2010-2011

Income from Operations 230.42 182.88

Total Expenditure 257.53 171.2

Profit/Loss before Depreciation & Taxation (-27.11) 11.68

Interest 25.17 21.37

Depreciation 26.84 30.76 Provision for Tax

Net Profit/(loss) before tax (-79.12) (-40.45)

Deferred tax (-16.44) 47.85

Net Profit / (Loss) (-62.68) (-88.30)

Paid up Equity Share Capital 436.76 436.76

REVIEW OF OPERATIONS:

The company recorded a turnover of Rs. 230.42 lakhs and net loss of Rs. 62.68 lakhs as against turnover of Rs. 182.88 lakhs and net loss of Rs. 88.30 lakhs for the corresponding previous year. The company is trying to achieve more turnovers in spite of lack of working capital facilities. As indicated earlier' the company is choosing different product mix in the current year operations.

DIVIDEND:

Since the company is still in the purview of BIFR' Directors express their inability to recommend any dividend for the said financial year. Directors regret the same' but are hopeful that the performance of the Company would improve in the years to come.

FIXED DEPOSITS:

The Company has neither accepted not renewed any deposits falling within the provisions of section 58Aof the CompaniesAct' 1956 read with the Companies (Acceptance of Deposits) Rules' 1975 from the public during the financial year.

The Company has not invited / accepted any fixed deposits during the year under review.

DIRECTORS:

Sri. Illindala Seshagiri Rao' Director retires by rotation at the ensuing Annual General Meeting and being eligible' offer himself for re-appointment.

Sri. Raghavacharya Vasudevan is proposed for appointment as a director liable for retirement by rotation.

DIRECTORS 'RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in preparation of Annual Account for the financial year ended 31 st March' 2012' the applicable accounting standards have been followed along with the proper explanation relating to material departures' if any' therefrom;

(ii) that the directors have 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 ended 31st March' 2012 and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularities.

(iv) that the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Durga Prasad Associates' Chartered Accountants' the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible' offer themselves for re-appointment. They have submitted a Certificate pursuant to the provisions of section 224(1 B) of the Companies Act' 1956' that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

CONSERVATION OF ENERGY' TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

A Statement giving details of Conservation of Energy' Technology Absorption' Foreign Exchange Earnings and Outgo in accordance with the provisions of section 217 (1) (e) of the Companies Act' 1956' read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules' 1988' is set out in Form - 'A and Form - 'B' which is enclosed as Annexure - a to this report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act' 1956 read with Companies (Particulars of Employees) Rules 1975' as amended' no employee of your Company is in receipt of remuneration exceeding Rs.5'00'000/- per month or Rs.60'00'000/- per annum during the financial year.

MANAGEMENT DISCUSSION &ANANLYSIS:

The Competition in the Pharmaceuticals industry is very high from both the organized and un- organized sectors.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch' your company unable to meet the demand at export market. Your Company is planning to offer the products on profit sharing basis with other drug industries.

Your company is gearing up to meet the challenges of Bulk Drug Industry. The Company is facing working Capital crunch' which may be overcome by equity participation by the Investors and enhancement of it from existing bankers.

EXPLANATIONS TO AUDITORS'S QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors' Report.

Necessary steps were taken to implement the auditor's qualifications. The balance confirmations of the debtors' creditors' loans and advances are under process. The company is under review by BIFR' it doesn't have sufficientfunds to pay statutory dues & retirement benefits.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement' a separate Report on corporate Governance is enclosed asAnnexure- B to this report.

LISTING FEE:

Your Company's shares are listed on the Hyderabad Stock Exchange and Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock Exchange for the period 2011 -12. The ISIN no. of the Company is INE 154 G 01014.

ACKNOWLEDGEMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Company's Customers' Bankers' shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company. For and on behalf of Board of Directors

Place: Hyderabad N.V.NARENDER

Date: 31 May 2012 Chairman and Managing director

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Mar 31, 2011

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

2010-2011 2009-2010 PARTICULARS Rs. In lakhs Rs. In lakhs

Income 180.20 296.19

Total Expenditure 171.21 232.02

Profit/(Loss) before Depreciation & Taxation 8.99 64.17

Interest 21.37 25.54

Depreciation & other written off 28.07 27.89 Provision for Tax

Net Profit / (Loss) (40.45) 10.74

Prior Period expense - 3.81

Deferred tax 47.85 18.86

Net Profit / (Loss) transferred to BS (88.30) (11.93)

Paid up Equity Share Capital 436.76 436.76

Reserves & Surplus 63.11 65.80

REVIEW OF OPERATIONS:

The company recorded a turnover of Rs. 180.20 lakhs and net loss of Rs. 40.45 lakhs before provision of deferred tax liability as against Rs. 296.19 lakhs of turnover and net profit of Rs. 10.74 lakhs for the previous year. The reason for the less turnover and loss was after effects of fire accident in manufacturing block, recession and the slack in demand for the Tritely Chloride.

In view of the above, the company is opting for new products to manufacture and is trying for enhancement of working capital.

DIVIDEND:

Since the company is still in the purview of BIFR, Directors express their inability to recommend any dividend for the said financial year. Directors regret the same, but are hopeful that the performance of the Company would improve in the years to come.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

The Company has not invited / accepted any fixed deposits during the year under review.

DIRECTORS:

Sri. Ramakrishnaiah Appanaboyana, Director, retires by rotation at the ensuing Annual general Meeting and being eligible, offer himself for re-appointment.

DIRECTORS'RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(I) That in preparation of Annual Account for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from:

(II) That the directors have 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 ended 31 st March. 2011 and of the profit and loss of the company for that period:

(III) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularities:

(IV) the at the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Jawahar and Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have submitted a Certificate pursuant to the provisions of section 224(1 B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

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

A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of section 217 (1)(e)of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in Form - A and Form - B' which is enclosed as Annexure - a to this report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.2,00,000/- per month or Rs.24,00,000/- per annum during the financial year.

MANAGEMENT DISCUSSION &ANANLYSIS:

The bulk drug industry is presently facing tough times because of stiff competition from China and reduction in profit margins. But the future is promising good fortunes since most of the bulk drugs are going to be off patented.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch, your company unable to meet the demand for export market. Your Company is planning to offer the products on profit sharing basis with other drug industries.

Your company is gearing up; to meet the challenges of Bulk Drug Industry. The Company R & D is strong enough to meet the requirements of foreign Buyers.

Your company can withstand any kind of shocks which normally faced by Bulk Drug Industry. The Company is facing working Capital crunch, which may be overcome by equity participation by the Investors and enhancement of it from existing bankers.

EXPLANATIONS TO AUDITORS' QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors' Report.

Necessary steps were taken to implement the auditor's qualifications. The balance confirmations of the debtors, creditors, loans and advances are under process. The company is under review by BIFR, it doesn't have sufficient funds to pay statutory dues & retirement benefits. Company has initiated criminal proceedings against the director for mis-utilization of company's bank account.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement, a separate Report on corporate Governance is enclosed as Annexure-B to this report.

LISTING FEE:

Your Company's shares are listed on the Hyderabad Stock Exchange and Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock Exchange for the period 2010-11. The ISIN no. of the Company is INE 154 G 01014.

ACKNOWLEDGEMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Company's Customers, Bankers, shareholders for their support and co-operation. Your Directors express their heart felt gratitude to the employees for their exceptional commitment and loyalty to the company.

BY ORDER OF THE BOARD

Place: Hyderabad N.V.NARENDER

Date : 5/12/2011 CHAIRMAN AND MANAGING DIRECTOR

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Mar 31, 2009

The Directors have pleasure in presenting the 20th ANNUAL REPORT together with the Audited

Accounts of the company for the financial year ended 31st March, 2009.

During the year under review your companys name was changed to VENMAX DRUGS AND PAHARMACETUICALS LIMITED and a fresh certificate of incorporation was issued to the company by the Registrar of Companies, Andhra Pradesh, Hyderabad.

FINANCIAL RESULTS: For the Financial Year For the Financial Year 2008-09 2007-08

Income from Operations 302.83 299.78

Other lncome(lncrease / decrease in stocks) (97.63) 7.05

Total Expenditure 147.79 266.19

Profit/Loss before Depreciation and Taxation 57.41 40.64

Interest 24.60 10.29

Depreciation 22.68 24.75

Provision for Tax 0.18 0.17

Net Profit 9.95 5.43

Deferred Tax 122.00 86.18

Net Profit/(Loss) 131.95 -80.75

Paid up Equity Share Capital 436 76 528.53

Reserves & Surplus 68.49 71.18



REVIEW OF OPERATIONS:

During the year under review, your company has achieved a turnover of Rs.302.83 Lacs and incurred a profit of Rs9.95 Lacs. The OTS benefits from financial institutions were taken in to consideration. Your Directors agree that the Company not achieved the targeted results because of the following reasons.

1. During Sep, 2008 the Working capital limits of Rs.150 lakhs was disbursed by Union Bank of India Which is insufficient to meethig her target of Sales..

2. Company is planning to induct new financial directors with considerable investment to meet the working capital requirement

3. Your Directors hope that the new products and tie up with International Companies. The company will be doing extremely well in 2009-10. Your company is free from term loans and is trying for the enhancement of working capital to the tune of Rs 4.00 crores to meet the targeted sales of Rs20.00 crores during 2010- 11.

DIVIDEND:

Since the company is still in the preview of FJIFR .Directors express their inability to recommend any dividend for the said financial year. Directors regret the same, but are hopeful that the performance of the Company would improve in the years to come. FIXED DEPOSITS:

The Company has neither accepted not renewed any deposits falling within the provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year. The Company has not invited/ accepted any fixed deposits during the year under review. DIRECTORS:

Sri. Gajula Gopal of your company retires by rotation at the ensuing Annual general Meeting and being eligible, offer himself for re- appointment..

In accordance with the Article 106 and Section/s 257 & 260 of the companies Act, 1956 one share holder has proposed for the reappointment of the additional directors viz, Sri.NiteshVijayVargiya, Dr. A. Ramakrtshnaiah and Sri.l.SeshagiriRaowhowere appointed /Co - opted as additional Directors during the year 2008-09.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in preparation of Annual Account for the financial year ended 31 st March, 2009, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors have 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 ended 31 st March. 2006 and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularities: (iv) that the directors have prepared the annual accounts on a going concern basis. AUDITORS:

M/s Jawahar and Associates, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have submitted a Certificate pursuant to the provisions of section 224(1 B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your directors recommend their appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO: A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in Form - A and Form - B which is enclosed as Annexure -a to this report. PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule s 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.2,00.000/- per month or Rs.24,00,000/- per annum during the financial year.

MANAGEMENT DISCUSSION &ANANLYS1S:

The Competition in the Pharmaceuticals industry is very high from both the organize and un-organized sectors. In the present scenario there are more number of opportunities than threats to your Company.

The world market for generics (Off patent Drugs) is expected to grow to about US $20 Billion by, 2007, and to about US$80 Billion by 2010. This represents a great opportunity for Indian Companies with Good GMP Manufacturing Facilities and regulatory skills. Your

Company is exploring all the possibilities to take advantage of patent export. Some of the areas it is exploring are like, obtaining exclusive marketing rights for select specialty products with high growth and making agreements for supplying cost effective molecules in bilk to large multinational companies.

Your Company has developed 14 products. The demand for the product is good but due to working capital crunch, your company unable to meet the demand at export market. Your Company is planning to offer the products on profit sharing basis with other drug industries.

VENMAX DRUGS AND PAHARMACETUICALS LIMITED, is gearing up; to meet the challenges of Bulk Drug Industry. The Company R & D is strong enough to meet the requirements of foreign Buyers.

VENMAX DRUGS AND PAHARMACETUICALS LIMITED , can withstand any kind of shocks which normally forced by Bulk Drug Industry. The Company is facing working Capital crunch, which may be overcome by equity participation by the Investors and enhancement of it from existing bankers.

EXPLANATIONS TO AUDITORSS QUALIFICATIONS:

The following are the explanations given by your directors in respect of the qualifications made in the Auditors Report

Necessary steps were taken to implement the auditors qualifications.

CORPORATE GOVERNANCE:

In terms of Clause 49 of the Listing agreement, a separate Report on corporate Governance is enclosed as Annexure - B to this report.

LISTING FEE:

Your Companys shares are listed on the Bombay Stock Exchange. Your Company has paid the Listing fee to the Bombay Stock

Exchange for the period 2008-09. The lSIN no.of the Company is lNE154G01014.

ACKNOWLEDGEMENTS:

Your directors would like to place on record their sincere appreciation and gratitude to the Companys Customers, Bankers, shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS Sd/- Place: Hyderabad N.V.NARENDER Date: 5th September, 2009 Chairman and Managing director