Directors Report of Venus Remedies Ltd.

Mar 31, 2025

The Board of Directors ("Board") of your Company is pleased to present the 36^th Annual Report of Venus Remedies Limited ("Venus" or
"Company") for the financial year ended 31^st March 2025 ("year under review" or "year" or "FY25").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s)
thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year
ended 31^st March 2025.

FINANCIAL SUMMARY

Particulars	Standalone		Consolidate
	For the year ended 31st March,		For the year ended 31st March,
	2025	2024	2025	2024
Revenue from operations	63946.37	57521.24	64788.60	60144.95
Other Income	2077.96	1131.60	2095.57	1157.97
Financial Charges	-	-	6.54	9.37
Depreciation	2161.63	2555.45	2250.61	2644.31
Profit before Tax and Exceptional Items	6916.19	4665.28	6191.32	4464.33
Profit before Tax after Exceptional items	7907.50	4665.28	7182.64	4464.33
Profit After Tax	5256.33	3050.04	4531.47	2849.08
(a) Items that will not be classified to Profit & Loss account net of Income Tax	(47.98)	(18.74)	(47.98)	(18.74)
(b) Foreign Currency Translation Reserve	-	-	(25.28)	(132.04)
(c) Items that will be classified to Profit & Loss account net of Income Tax	5.18	23.09	5.18	23.09
Total Comprehensive Income for the year	5213.53	3054.39	4463.38	2721.39
Earning per equity shares:
Basic	39.32	22.82	33.90	21.31
Diluted	39.32	22.82	33.90	21.31

OPERATIONS & COMPANY''S STATE OF AFFAIRS

In FY 2024-25, Venus Remedies Limited reported strong results,
with standalone revenue rising 11.17% to ?63,946.36 lakhs and
consolidated revenue up 7.72% to ?64,788.60 lakhs. Profit After
Tax grew significantly - 72.34% standalone to ?5,256.33 lakhs and
59.05% consolidated to ?4,531.47 lakhs. EPS improved to ?39.32
(standalone) and ?33.90 (consolidated).

With a diverse and high-quality product portfolio, Venus focuses
on specialized therapeutic areas including anti-infectives
(antibiotics), oncology, neurology, pain management, and skin
and wound care. Through these segments, the company strives
to meet the dynamic and evolving needs of global healthcare.

Acknowledging the urgent global threat of Anti-Microbial
Resistance (AMR), Venus Remedies has taken a leadership role
in combating this crisis. In alignment with the World Health
Organization''s recognition of AMR as a critical global health
challenge, the company is deeply engaged in developing
pioneering solutions to mitigate its impact.

The company''s steadfast commitment to research and
development is reflected in its strong product pipeline.
By strategically balancing the production of generic drugs with
R&D-led formulations, Venus maintains a competitive edge in the
pharmaceutical industry. This approach ensures responsiveness
to current medical needs while anticipating future healthcare
demands.

Harnessing advanced scientific knowledge and cutting-edge
technology, Venus Remedies continues to lead in pharmaceutical
innovation. Through its unwavering pursuit of transformative
solutions, the company is dedicated to enhancing the quality of
life for patients across the globe.

CHANGE IN CAPITAL STRUCTURE

During the period under review, the Company did not undertake
any issuance or allotment of shares. As a result, there has been
no change in the paid-up share capital of the company during
the FY 2024-25.

LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited and
National Stock Exchange (India) Ltd. The Company has paid the
requisite annual listing fees to the National Stock Exchange of
India Limited and BSE Limited for the FY 2025-26.

ANNUAL RETURN

The Annual return for the FY 2023-24 has been placed on
the website of the Company at https://venusremedies.com/
investorinformation

Board Committees and number of meetings of the Board and
Board Committees:

As on the date of this report the Board has the following
committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Stakeholders Relationship Committee

(v) Executive Committee of Board of Directors

All the recommendations made by the Board committees,
including the Audit Committee, were accepted by the Board.

The Board met 5 times during the year under review. The details of
the meetings are provided in the Report on Corporate Governance,
which forms a part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors pursuant to Section 134(3)(c) of the Companies Act,
2013 state as follows:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures.

(b) the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at
the end of the financial year 2024-25 and of the profit and
loss of the company for that period.

(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities.

(d) the directors had prepared the annual accounts on a going
concern basis.

(e) the directors have laid down internal financial controls to
be followed by the company and that such internal financial
controls are adequate and operate effectively.

(f) the directors have devised a proper system to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have duly submitted the requisite
declarations, confirming their compliance with the prescribed
independence criteria under Section 149(6) of the Companies
Act and Regulation 16(1)(b) of the Listing Regulations. They have
affirmed their independence and adherence to the Code of
Conduct specified in Schedule IV of the Act.

The Board is of the opinion that the Independent Directors of
the Company have fulfilled the conditions as specified in SEBI
Listing Regulations, are independent of the management, possess
requisite qualifications, experience, proficiency, expertise and
holds highest standards of integrity.

The Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs (''IICA'')
as required under Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Nomination & Remuneration Committee has framed a policy
for selection and appointment of Directors including determining
qualifications and independence of a Director, Key Managerial
Personnel (KMP), senior management personnel and their
remuneration as part of its charter and other matters provided
under Section 178(3) of the Companies Act, 2013.

In accordance with Section 134(3) of the Companies Act, 2013, the
Company has established a nomination and remuneration policy.
This policy serves as a framework for determining the qualifications,
competencies, positive attributes, and independence criteria
for directors. It also recommends to the Board a remuneration
policy for directors, key managerial personnel, and other senior
management.

The policy encompasses various aspects, including the formulation
of evaluation criteria for Independent Directors and the Board, the
development of a policy on Board diversity, and the identification
of qualified individuals for directorship and senior management
positions. The policy further recommends their appointment and
removal, ensuring a diligent and objective selection process.

The Committee responsible for the nomination and remuneration
policy is tasked with handling all aspects of the remuneration
package for Whole-time Directors. Furthermore, the Committee
evaluates the performance of the Board and provides
recommendations for all forms of remuneration payable to senior
management.

To access the detailed Nomination and Remuneration Policy,
interested parties can visit the Company''s official website at
www.venusremedies.com.

This policy demonstrates the Company''s commitment to
ensuring transparent, fair, and accountable processes in the
appointment, remuneration, and evaluation of directors and
senior management. By adhering to this policy, the Company
promotes good governance practices.

STATUTORY AUDITORS AND THEIR REPORTS

At 34^th Annual General Meeting of the company, shareholders
have appointed M/s J.K. Jain & Associates, Chartered Accountants
(Registration No. 004025N) as the Statutory Auditors of the
Company for a term of 5 years i.e. upto the conclusion of ensuing
39^th AGM. The Auditor''s Report for the financial year ended
31^st March, 2025, has been issued with an unmodified opinion,
by the Statutory Auditors.

No fraud has been reported by auditors under subsection (12) of
section 143.

SECRETARIAL AUDITORS AND THEIR REPORTS

The Company had appointed M/s P. Chadha & Associates,
Company Secretaries (CPN:12409) as the Secretarial Auditor of
the Company for financial year 2024-25.

Further, in compliance with Regulation 24A of the Listing
Regulations, the Annual Secretarial Compliance Report issued
by the Secretarial Auditor, was submitted to the stock exchanges
within the statutory timelines. The Secretarial Audit Report and the
Secretarial Compliance Report does not contain any qualification,
reservation, observation or adverse remarks. The secretarial audit
report and Secretarial compliance report for FY 2024-25 forms part
of Annual Report as Annexure-1.

The Board of Directors, on the recommendation of the Audit
Committee, has appointed M/s P. Chadha & Associates, Company
Secretaries, to conduct the secretarial audit of the Company for
five financial years commencing from FY 2025-26, subject to the
approval of Shareholders in ensuing Annual General Meeting.
M/s P. Chadha & Associates, Company Secretaries have confirmed
their eligibility for the said appointment.

COST AUDITORS AND THEIR REPORTS

C. L. Bansal & Associates, Cost Accountants (FRN: 101042), was
appointed as the Cost Auditor to conduct the audit of Company''s
cost records for the financial year ended 31^st March, 2025.

The Board of Directors, on the recommendation of the Audit
Committee, has appointed C. L. Bansal & Associates, Cost
Accountants, to conduct the cost audit of the Company for
FY 2025-26. They have confirmed their eligibility for the said
appointment.

The Cost Auditor will submit their report for FY 2024-25 by the due
date. The Cost Audit Report, for the year ended 31^st March, 2024,
was filed with the Central Government within the prescribed time.
The Company maintains the cost records as per the provisions
of Section 148(1) of the Act. In accordance with the provisions
of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, since the remuneration to be paid to the
Cost Auditor for FY 2025-26 is required to be ratified by the
members, the Board of Directors recommends the same for
approval by members at the ensuing AGM. The proposal forms a
part of the notice of the AGM.

During the year under review, the Cost Auditors have not reported
to the Audit Committee.

INTERNAL AUDITORS

Company had appointed M/s Mehra Goel & Co., Chartered
Accounts (FRN:000517N) as the Internal Auditors of the Company
for financial year 2024-25. For the Financial Year 2025-26 also
Company has appointed M/s Mehra Goel & Co., Chartered
Accounts (FRN:000517N) as the Internal Auditors.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards as amended from time to time.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of
the Listing Regulations, disclosure on particulars relating to loans,
advances, guarantees and investments, if any are provided as part
of the financial statements under this report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no Joint Venture or Associates as defined in
the Companies Act, 2013. The company has one wholly owned
foreign subsidiary in the name of Venus Pharma GmbH located
in Germany. The financial statement of the subsidiary forming
part of this annual report in consolidated financial statement.
Separate audited accounts are placed on the Company website
www.venusremedies.com.

Venus Pharma GmbH, the wholly owned foreign subsidiary has
incorporated its wholly owned subsidiary in Hungary with name
of Venus Pharma Kft.

In accordance with Section 129(3) of the Companies Act, 2013,
statement on the performance and financial position of the
Subsidiary Company in the specified format AOC-1 is annexed to
the Directors'' Report as Annexure-2.

PARTICULARS OF CONTRACT OR ARRANGEMENTS
MADE WITH RELATED PARTIES

The policy on Related Party Transactions is available on the
website of the Company and can be accessed through the website
http://www.venusremedies.com. All contracts/ arrangements/
transactions entered into by the Company during the year under
review with the related parties were on an arm''s length basis.

Particulars of Contracts or Arrangements made with related
parties as required under Section 134(3)(h) and 188(1) of the
Companies Act, 2013 disclosed in form AOC-2 as annexure-3
and also forms part of the financial statement in annual report.
Related Party Transactions as per regulation 34(3) and schedule V
of Listed Regulations are forming part of the Financial Statements

AUDIT COMMITTEE COMPOSITION

The details pertaining to the composition of Audit Committee are
included in the Corporate Governance Report, which forms part
of this Report.

TRANSFER TO RESERVES

During the period of review the Company has not transferred any
amount to Reserves & Surplus.

DIVIDEND

The Board has not recommended the dividend for the year
2024-25.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), the Dividend Distribution policy do not applicable
on the Company.

MATERIAL CHANGES OCCURRED AFTER END OF
FINANCIAL YEAR

No material changes and commitments which could affect your
Company''s financial position have occurred between the end of
the financial year of your Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERNS STATUS AND COMPANY''S
OPERATIONS IN FUTURE

During the review period there were no significant or material
orders passed by the regulators or courts or tribunals which could
impact the going concern status of the Company and its future
operations.

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

The prescribed particulars as required under section 134(3)(m) of
the Companies Act 2013 read with Companies (Accounts) Rules,
2014 are set out in the Annexure-4 & 5 forming a part of this
report.

DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT

The Company has established robust risk assessment and
mitigation procedures to address the uncertainties inherent in its
operating sectors. In a constantly evolving business environment,
new risks continually emerge, requiring proactive and effective
management.

To ensure comprehensive coverage, risks are classified as Critical,
Major, or Minor. Each is systematically evaluated, with appropriate
controls implemented to minimize or mitigate potential impacts.
By identifying risks across all business processes, the Company
maintains strong internal controls to reduce exposure.

The Board of Directors provides strategic oversight of risk
management activities, regularly reviewing the Risk Management
Policy to ensure its relevance and alignment with the Company''s
objectives. Through this proactive and structured approach, the
Company aims to protect its operations, safeguard stakeholder
interests, and strengthen its resilience.

BOARD EVALUATION

A comprehensive performance evaluation was conducted for
all members of the Board, including the Board as a whole and

its various committees. The evaluation framework was carefully
developed in accordance with the provisions of the Companies
Act, 2013, the Listing Regulations, and the Guidance Note on
Board Evaluation issued by SEBI.

The process employed a structured questionnaire incorporating
qualitative parameters, along with a rating-based feedback
mechanism, to ensure a holistic assessment of the Board''s
functioning and effectiveness.

The evaluation of individual directors and the Board collectively
was carried out as per the prescribed legal framework. The criteria
and methodology adopted by the Board are detailed in the
Corporate Governance Report, which forms part of the Company''s
Annual Report.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per
Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sr. No.	Names	Designation
1.	Mr. Pawan Chaudhary	Managing Director
2.	Mrs. Neha Kodan	Company Secretary
3.	Mr. Pawan Chaudhary	CFO

OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company firmly believes in providing a safe, supportive and
friendly workplace environment - a workplace where our values
come to life through the supporting behaviors. Positive workplace
environment and a great employee experience are integral part
of our culture. Your Company continues to take various measures
to ensure a workplace free from discrimination and harassment
based on gender.

The Company has implemented a comprehensive policy to prevent
sexual harassment of women in the workplace. In adherence to
the provisions outlined in the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act of 2013,
the Company has successfully established an Internal Complaint
Committee.

During the review period, the Company did not receive any
complaints of harassment, affirming the effectiveness of our
preventive measures and the commitment to maintaining a safe
and respectful work environment for all employees, especially
women.

SHARE CAPITAL

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

Company has not issued any shares with Differential Rights.

ISSUE OF SWEAT EQUITY SHARE

During the year under review, Company has not issued any Sweat
Equity shares or Employee Stock Options.

CORPORATE SOCIAL RESPONSIBILITY

A detailed report on Company''s CSR initiatives has been provided
in the Annexure 6-forming part of Directors report. Details of the
CSR Committee composition, role and meetings, etc. have been
provided in the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis is
provided as a separate section in the annual report.

EVENT HAVING BEARING ON AFFAIRS OF THE COMPANY

During the year, no event happened which had any impact on the
affairs of the Company.

PLEDGE OF PROMOTER''S SHAREHOLDING

No promoter holding is under pledge.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

DEPOSITS

Your Company has not accepted any deposits from public and
as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

During FY 2024-25, no employee is taking remuneration H102
lakhs or more and employees employed for part of the year
and in receipt of remuneration of H8.50 lakhs or more per
month in accordance with the provisions of section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personal) Rules,
2014. Particulars of employees pursuant to section 134 (3) (q) of
the Companies Act, 2013, read with rules thereunder, annexed as
annexure - 7 to the Directors'' Report.

CORPORATE GOVERNANCE

The company operates not only within the regulatory framework
but is also guided by broader business ethics. The idea is to
ensure good conscience, transparency, integrity and openness
which would lead to accountability of the persons in charge of
the company and bring benefits to investors, customers, creditors,
employees and the society at large.

SHARE/ WARRANTS ISSUED DURING THE YEAR

During the year no shares (Equity or any other class) or warrants
were issued or allotted.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND
AMOUNTS AND SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND

During the year no dividend or shares were due to be transferred
to Investor Education and Protection Fund.

Details of shares/shareholders in respect of which dividend has not
been claimed, are provided on website of the Company at https://
venusremedies.com/investorinformation The shareholders are
encouraged to verify their records and claim their dividends of all
the earlier years, if not claimed.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Indian Accounting
Standards (Ind AS) in preparation of its financial statements.

CASH FLOW ANALYSIS

In conformity with the provisions of Clause 34(2) of SEBI (LODR)
Regulations, 2015, the Cash Flow Statement for the year ended on
31^st March, 2025 forms an integral part of the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Company has adopted Vigil Mechanism/ Whistle blower policy and
same is available on Company Website www.venusremedies.com.

COMMITTEES OF THE BOARD

A detailed note on the Board and committee meetings including
the composition is given in the Corporate Governance Report
which forms part of the Annual Report.

DIRECTORS

Dr. Suresh Kumar Chadha (DIN: 00449766) Non-Executive
Independent Director and Dr. Gilbert Wenzel ( DIN: 01492035)
Non-Executive Independent Director of the Company have
completed their terms during the financial year 2024-25.

During the year Dr. Anil Kumar (DIN 10718262) and
Mr. Jagdish Chander Sharma (DIN 00195489) have been appointed
as the Non Executive Independent Director of the company with
effect from 13^th August, 2024 for five consecutive years.

Mr. Akshansh Chaudhary (DIN: 08786627) retires at the ensuing
Annual General meeting and being eligible, has offered himself
for reappointment.

The Board of Directors appointed Mr. Navdeep Sud as the
Independent Director for the second term with effect from
19^th June, 2025 for five years.

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 (''PIT
Regulations''), the Company has formulated the Code of Conduct
for Prevention of Insider Trading ("Code") to regulate and monitor
trading by Designated Persons (DPs) and their immediate relatives.
The Code, inter alia, lays down the procedures to be followed by
DPs while trading/ dealing in Company shares/ derivatives and
while sharing Unpublished Price Sensitive Information (UPSI).
The Code includes the Company''s obligation to maintain the
digital database, mechanism for prevention of insider trading and
handling of UPSI, process to familiarise with the sensitivity of UPSI,
transactions which are prohibited and manner in which permitted
transactions in the securities of the Company shall be carried out.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has established a robust system of internal financial
controls to ensure the orderly and efficient conduct of its business.
These controls support adherence to Company policies, safeguard

assets, prevent and detect frauds and errors, ensure the accuracy
and completeness of accounting records, and enable the timely
preparation of reliable financial information.

To strengthen this framework, the Company has appointed
auditors to review and assess internal financial controls in line
with applicable accounting standards. Comprehensive policies
and Standard Operating Procedures (SOPs) have been developed
for various business processes. These controls and procedures are
subject to continuous monitoring and evaluation.

The internal audit function provides the Audit Committee and the
Board of Directors with independent, objective, and reasonable
assurance regarding the adequacy and effectiveness of the
Company''s risk management, control, and governance processes.

FOREIGN CURRENCY CONVERTIBLE BONDS

The Board of Directors of the Company, based on a legal opinion,
has resolved to write off the time-barred unsecured Foreign
Currency Convertible Bond (FCCB) liability of ?38.68 crores, which
has remained unclaimed for over 10 years and is no longer legally
enforceable under applicable laws. Accordingly, the outstanding
principal amount of the FCCB liability of ?28.77 crores has been
transferred to the Capital Reserve, considering its nature as a
capital receipt, while the accrued interest component of ?9.91
crores, being revenue in nature, has been recognized as an
exceptional item in the Statement of Profit and Loss for the year
ended 31^st March, 2025.

IT INITIATIVES

Our digital transformation journey is anchored by Project ONE,
a pioneering initiative aimed at creating a seamless, data-driven
organisational ecosystem. Through robust in-house systems like
Documenso, and SpineNextGen ERP, we''ve unified data, promoted
paperless operations, and empowered every department with
tailored digital solutions—from ELNs in R&D and AI-enabled
shopfloor monitoring, to CRM expansions and real-time sales
tracking in Marketing. Innovative tools like ClickUp, Notion,
and PharmaWRK are streamlining workflows, while AI-powered
platforms, IoT sensors, and predictive analytics are optimising
plant operations and supply chain logistics. With upcoming
integrations like Luna Intelligence, we are set to further enhance
ERP capabilities and drive intelligent, scalable growth across the
organisation.

SAFETY, HEALTH, AND ENVIRONMENT (SHE)

At Venus Remedies, safety, health, and environmental
responsibility form the cornerstone of our sustainable growth.
In FY25, we reinforced a safety-first culture through rigorous

training, automated systems, and enhanced infrastructure,
resulting in only two minor injuries. Our safety framework
includes robust incident response, PPE tracking, and CAPA-driven
continuous improvement. Employee health was strengthened
through regular medical check-ups, stress management
programs, and full company-funded insurance coverage.
On the environmental front, we reduced over 1.1 million kg of
CO₂ emissions through energy optimisation and achieved ISO
14064-1 certification. Wastewater is treated and reused on-site,
while green initiatives like plantation drives, water conservation,
and recycling underscore our commitment to a greener future.
With initiatives like our Venus Green Horizon Committee and
upcoming solar and rainwater harvesting projects, we are firmly
advancing toward long-term environmental sustainability and
employee well-being.

PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There were no proceedings, either filed by the Company or
against the Company, initiated or pending under the Insolvency
and Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as of 31^st March, 2025.

ACKNOWLEDGMENTS

The Board extends its heartfelt appreciation to the diligent and
committed employees who have contributed their valuable
services across all levels of the organization. We are also grateful
for the support and wise counsel provided by various stakeholders,
including analysts, bankers, government agencies, and investors.
We acknowledge the guidance offered by our esteemed panel
of advisors, as well as the cooperation received from regulatory
authorities.

We extend our gratitude to our business associates and suppliers
for their collaboration, as well as to the medical fraternity
and patients who have entrusted us with their healthcare
needs. Last but not least, we express our sincere thanks to our
shareholders for their unwavering support and the trust they have
placed in Venus Remedies Limited.

For and on behalf of Board of Directors,
For VENUS REMEDIES LIMITED

Sd/-

Pawan Chaudhary

Place: Panchkula Chairman & Managing Director

Date: 8^th July, 2025 DIN-00435503

---

Mar 31, 2024

The Board of Directors ("Board") of your Company is pleased to present the 35^th Annual Report of Venus Remedies Limited ("Venus" or "Company") for the financial year ended 31 March 2024 ("year under review" or "year" or "FY24").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31 March 2024.

FINANCIAL SUMMARY

(H in Lakhs, except per equity share data)
	Standalone		Consolidate
Particulars	For the year ended March 31,		For the year ended March 31,
	2024	2023	2024	2023
Revenue from operations	57,521.24	53,766.19	60,144.96	55,550.95
Other Income	1,131.60	1,017.36	1,157.97	1,032.18
Financial Charges	-	-	9.37	11.80
Depreciation	2,555.45	3,137.04	2,644.31	3,229.78
Profit before Exceptional items	4,665.28	4,032.90	4,464.33	3,793.04
Profit before Tax	4,665.28	4,032.90	4,464.33	3,793.04
Profit After Tax	3,050.04	2,896.44	2,849.08	2,656.58
Other Comprehensive Income
(a) Items that will not be classified to Profit	(18.74)	(46.27)	(18.74)	(46.27)
& Loss account net of Income Tax
(b) Foreign Currency Translation Reserve	-	-	(132.04)	(634.61)
(c) Items that will be classified to Profit &	23.09	9.91	23.09	9.91
Loss account net of Income Tax
Total Comprehensive Income for the year Earning per equity shares:	3,054.39	2,860.08	2,721.39	1,985.61
Basic	22.82	21.67	21.31	19.88
Diluted	22.82	21.67	21.31	19.88

OPERATIONS & COMPANY''S STATE OF AFFAIRS

During the fiscal year under review, Venus Remedies Limited achieved a turnover of H57521.24 lacs on a standalone basis and H60144.96 lacs on a consolidated basis. Venus Remedies Limited is a research-driven Indian pharmaceutical company with a global presence. Our primary objective is to translate breakthrough discoveries into meaningful innovations that enhance the quality of life for patients.

With a diverse portfolio of innovative and high-quality products, Venus is dedicated to revolutionizing patient care through its Specialized therapeutic segments such as anti-infective (antibiotics), oncology, neurology, pain management, and skin & wound care, the company aims to meet the evolving needs of healthcare.

Recognizing the global urgency surrounding Anti-Microbial Resistance (AMR), Venus Remedies Limited has positioned itself as a frontrunner in addressing this critical issue. Aligning with the World Health Organization''s (WHO) recognition of AMR as a severe medical crisis, the company is actively engaged in pioneering solutions to mitigate its impact.

Company''s unwavering commitment to research and development is evident in its robust product pipeline. By effectively balancing generic drugs with R&D-driven medications, the company maintains a competitive advantage in the pharmaceutical landscape. This strategic approach ensures a continual focus on addressing current healthcare challenges while anticipating future needs. Leveraging its scientific prowess and technological capabilities, Venus Remedies Limited remains at the forefront of pharmaceutical innovation. Through relentless pursuit of breakthrough solutions, the company endeavours to positively transform the lives of patients worldwide.

CHANGE IN CAPITAL STRUCTURE

During the period under review, the Company did not undertake any issuance or allotment of shares. As a result, there has been no change in the paid-up share capital of the company during the FY 2023-24.

LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Ltd. The Company has paid the requisite annual listing fees to the National Stock Exchange of India Limited and BSE Limited for the FY 2024-25.

ANNUAL RETURN:

The Annual return for the FY 2022-23 has been placed on the website of the Company at https://venusremedies. com/investorinformation.

BOARD COMMITTEES AND NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES:

As on the date of this report the Board has the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship Committee

v. Executive Committee of Board of Directors

All the recommendations made by the Board committees, including the Audit Committee, were accepted by the Board.

The Board met 5 times during the year under review. The details of the meetings are provided in the Report on Corporate Governance, which forms a part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows:

a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2023-24 and of the profit and loss of the company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts on a going concern basis.

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

f) the directors have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have duly submitted the requisite declarations, confirming their compliance with the prescribed independence criteria under Section 149(6) of the Companies Act and Regulation 16(1)(b) of the Listing Regulations. They have affirmed their independence and adherence to the Code of Conduct specified in Schedule IV of the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency, expertise and holds highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, (''IICA'') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

In accordance with section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

The policy encompasses various aspects, including the formulation of evaluation criteria for Independent Directors and the Board, the development of a policy on Board diversity, and the identification of qualified individuals for directorship and senior management positions. The policy further recommends their appointment and removal, ensuring a diligent and objective selection process.

The Committee responsible for the nomination and remuneration policy is tasked with handling all aspects of the remuneration package for Whole-time Directors. Furthermore, the Committee evaluates the performance of the Board and provides recommendations for all forms of remuneration payable to senior management.

To access the detailed Nomination and Remuneration Policy, interested parties can visit the Company''s official website at www.venusremedies.com.

This policy demonstrates the Company''s commitment to ensuring transparent, fair, and accountable processes in the appointment, remuneration, and evaluation of directors and senior management. By adhering to this policy, the Company promotes good governance practices.

STATUTORY AUDITORS AND THEIR REPORTS:

At 34^th Annual General Meeting of the company, shareholders have appointed M/s JK Jain & Associates, Chartered Accountants (Registration No. 004025N) as the Statutory Auditors of the Company for a term of 5 years i.e. upto the conclusion of ensuing 39^th AGM. The Auditor''s Report for the financial year ended March 31, 2024, has been issued with an unmodified opinion, by the Statutory Auditors.

No fraud has been reported by auditors under subsection (12) of section 143.

SECRETARIAL AUDITORS AND THEIR REPORTS:

The Company had appointed M/s P. Chadha & Associates, Company Secretaries (CPN:12409) as the Secretarial Auditor of the Company for financial year 2023-24.

Further, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor, was submitted to the stock exchanges within the statutory timelines. The Secretarial Audit Report and the Secretarial Compliance Report does not contain any qualification, reservation, observation or adverse remarks. The secretarial audit report and Secretarial compliance report for FY 2023-24 forms part of Annual Report as Annexure 1.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s P. Chadha & Associates, Company Secretaries, to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed their eligibility for the said re-appointment.

COST AUDITORS AND THEIR REPORTS :

C. L. Bansal & Associates, Cost Accountants (FRN: 101042), was appointed as the Cost Auditor to conduct the audit of Company''s cost records for the financial year ended 31^st March, 2024.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed C. L. Bansal & Associates, Cost Accountants, to conduct the cost audit of the Company for FY 2024-25. They have confirmed their eligibility for the said re-appointment.

The Cost Auditor will submit their report by the due date. The Company maintains the cost records as per the provisions of Section 148(1) of the Act. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014. Since the remuneration to be paid to the Cost Auditor for FY 2024-25 is required to be ratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM. The proposal forms a part of the notice of the AGM.

During the year under review, the Cost Auditors have not reported to the Audit Committee.

INTERNAL AUDITORS:

Company had appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors of the Company for financial year 2023-24. For the Financial Year 2024-25 also Company has appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards as amended from time to time.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments, if any are provided as part of the financial statements under this report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no Joint Venture or Associates as defined in the Companies Act, 2013. The company has one wholly owned foreign subsidiary in the name of Venus Pharma GmbH located at Germany. The financial statement of the subsidiary forming part of this annual report in consolidated financial statement. Separate audited accounts are placed on the Company website www.venusremedies.com. In accordance with Section 129(3) of the Companies Act, 2013, statement on the performance and financial position of the Subsidiary Company in the specified format AOC-1 is annexed to the Directors'' Report as Annexure-2.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The policy on Related Party Transactions is available on the website of the Company and can be accessed through the website http://www.venusremedies.com. All contracts/ arrangements/ transactions entered into by the Company during the year under review with the related parties were on an arm''s length basis.

Particulars of Contracts or Arrangements made with related parties as required under Section 134(3)(h) and 188(1) of the Companies Act, 2013 disclosed in form AOC-2 as annexure-3 and also forms part of the financial statement in annual report. Related Party Transactions as per regulation 34(3) and schedule V of Listing Regulations are forming part of the Financial Statements.

AUDIT COMMITTEE COMPOSITION

The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

TRANSFER TO RESERVES:

During the period of review the Company has not transferred any amount to Reserves & Surplus.

DIVIDEND

The Board has not recommended the dividend for the year 2023-24.

MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR:

No material changes and commitments which could affect your Company''s financial position have occurred between the end of the financial year of your Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the review period there were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

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

The prescribed particulars as required under section 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 are set out in the annexure-4 & 5 forming a part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has implemented robust risk assessment and mitigation procedures to address the inherent uncertainties associated with the sectors in which it operates. Given the dynamic nature of the business environment, various risks continually emerge and need to be managed effectively.

To ensure comprehensive risk management, the Company categorizes risks into Critical, Major, and Minor categories. Each risk is thoroughly assessed, and appropriate measures are implemented to minimize or mitigate them. By identifying risks at every level of the

business processes, the Company establishes control systems that effectively reduce their impact.

The Board of Directors plays a crucial role in overseeing the risk management activities. They provide diligent oversight and regularly review the Risk Management Policy to ensure its effectiveness and alignment with the Company''s strategic objectives. By maintaining a proactive approach towards risk management, the Company strives to safeguard its operations, protect its stakeholders'' interests, and enhance its overall resilience in a constantly evolving business landscape.

BOARD EVALUATION:

A comprehensive Performance Evaluation was carried out for all members of the Board, including the Board itself and its committees. The evaluation framework for the Board was meticulously designed to comply with the stipulations outlined in the Companies Act of 2013 and the Listing Regulations. Furthermore, it adhered to the guidelines provided in the Guidance Note on Board Evaluation issued by SEBI in January 2017.

The Board evaluation process involved the use of a thoughtfully constructed questionnaire encompassing qualitative parameters. Additionally, feedback was collected based on ratings, ensuring a thorough assessment of the Board''s performance.

The evaluation of all the directors and board as a whole has made as per the Companies Act, 2013. Criteria and framework as adopted by the Board is explained in the Corporate Governance Report which forms part of the Annual Report.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

S,r’ Names No.	Designation
1 Mr. Pawan Chaudhary	Managing Director
2 Mrs. Neha Kodan	Company Secretary
3 Mr. Pawan Chaudhary	CFO

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a

workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

The Company has implemented a comprehensive policy to prevent sexual harassment of women in the workplace. In adherence to the provisions outlined in the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act of 2013, the Company has successfully established an Internal Complaint Committee.

During the review period, the Company did not receive any complaints of harassment, affirming the effectiveness of our preventive measures and the commitment to maintaining a safe and respectful work environment for all employees, especially women.

SHARE CAPITAL

Issue of shares with differential rights

Company has not issued any shares with Differential Rights.

Issue of Sweat Equity Share

During the year under review, Company has not issued any Sweat Equity shares or Employee Stock Options.

CORPORATE SOCIAL RESPONSIBILITY

A detailed report on Company''s CSR initiatives has been provided in the Annexure 6-forming part of Directors report. Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report.

EVENT HAVING BEARING ON AFFAIRS OF THE COMPANY

During the year, no event happened which had any impact on the affairs of the Company.

PLEDGE OF PROMOTER''S SHAREHOLDING

No promoter holding is under pledge.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

DEPOSITS:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES:

During FY 2023-24, no employee is taking remuneration Rs.102 lakhs or more and employees employed for part of the year and in receipt of remuneration of Rs.8.50 lakhs or more per month in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014. Particulars of employees pursuant to section 134 (3) (q) of the Companies Act, 2013, read with rules thereunder, annexed as annexure - 7 to the Directors'' Report.

CORPORATE GOVERNANCE:

The company operates not only within the regulatory framework but is also guided by broader business ethics. The idea is to ensure good conscience, transparency, integrity and openness which would lead to accountability of the persons in charge of the company and bring benefits to investors, customers, creditors, employees and the society at large.

SHARE/ WARRANTS ISSUED DURING THE YEAR:

During the year no shares (Equity or any other class) or warrants were issued or allotted.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no dividend or shares were due to be transferred to Investor Education and Protection Fund.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on website of the Company at https://venusremedies.com/ investorinformation The shareholders are encouraged to verify their records and claim their dividends of all the earlier years, if not claimed.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed prescribed Indian Accounting Standards (Ind AS) in preparation of its financial statements.

CASH FLOW ANALYSIS

In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for

the year ended on 31^st March, 2024 forms an integral part of the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Company has adopted Vigil Mechanism/ Whistle blower policy and same is available on Company Website www. venusremedies.com.

COMMITTEES OF THE BOARD:

A detailed note on the Board and committee meetings including the composition is given in the Corporate Governance Report which forms part of the Annual Report.

DIRECTORS

Mr. NPS Monga (DIN: 09339768) has joined the board of the Company w.e.f. 29^th May 2023 as an Independent Non-Executive Director.

Dr. Manu Chaudhary (DIN: 00435834) retires at the ensuing Annual General meeting and being eligible, has offered herself for reappointment.

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''PIT Regulations''), the Company has formulated the Code of Conduct for Prevention of Insider Trading ("Code") to regulate and monitor trading by Designated Persons (DPs) and their immediate relatives. The Code, inter alia, lays down the procedures to be followed by DPs while trading/ dealing in Company shares/ derivatives and while sharing Unpublished Price Sensitive Information (UPSI). The Code includes the Company''s obligation to maintain the digital database, mechanism for prevention of insider trading and handling of UPSI, process to familiarise with the sensitivity of UPSI, transactions which are prohibited and manner in which permitted transactions in the securities of the Company shall be carried out.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Control followed by the Company which helps in ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has appointed auditors for internal financial control. Auditors work in line with accounting standards. Various policies and SOPs have been formed for various processes. They are continuously monitoring the efficacy of internal controls/ compliance with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization''s risk management, control and governance processes.

Acknowledgments

The Board extends its heartfelt appreciation to the diligent and committed employees who have contributed their valuable services across all levels of the organization. We are also grateful for the support and wise counsel provided by various stakeholders, including analysts, bankers, government agencies, vendors and investors. We acknowledge the guidance

offered by our esteemed panel of advisors, as well as the cooperation received from regulatory authorities.

We extend our gratitude to our business associates and suppliers for their collaboration, as well as to the medical fraternity and patients who have entrusted us with their healthcare needs. Last but not least, we express our sincere thanks to our shareholders for their unwavering support and the trust they have placed in Venus Remedies Limited.

---

Mar 31, 2018

To the esteemed stakeholders of VENUS REMEDIES LIMITED

Operations & Company''s State of affairs (Rs. In Millions)

Particulars	Standalone		Consolidated
	2017-18	2016-17	1 2017-18 1	2016-17 1
Sales & Other Income	3,557.93	3,762.35	3,746.69	4,023.10
Financial Charges	349.77	335.61	354.27	343.72
Depreciation	327.27	393.16	338.33	402.57
Profit before Exceptional items	(234.23)	(248.00)	(275.32)	(216.38)
Profit before Tax	(234.23)	(248.00)	(275.32)	(216.38)
Profit After Tax (PAT)	(265.83)	(202.43)	(306.92)	(170.81)
Other Comprehensive Income	3.44	(0.35)	3.44	(0.35)
Total Comprehensive Income for the year	(262.39)	(202.78)	(303.48)	(171.16)

Operations & Company''s State of affairs

During the year under review, your Company achieved a turnover Rs.3557.93 millions. There was decline in sale during 2017-18. The sales target of the company was adversely impacted due to the severe pricing pressures in generic product market. The business of the company also suffered many hardships including severe competition globally & several other extraneous factors .

VRL is a fully integrated company from research to market. The company is focused in manufacturing high growth therapeutic segments like Anti-infective (antibiotics), oncology, neurology, pain management, skin & wound care and is amongst the very few R&D focused Pharmaceuticals companies in India, working on to eradicate growing Anti-Microbial Resistance (AMR) recognized by WHO as being severe medical crisis across the globe.

Listing of Shares

The equity shares of the Company are listed on Bombay Stock Exchange Ltd.(BSE) and National Stock Exchange (India) Ltd. (NSE). The Company has paid the Annual listing fees for the financial year 2018-19 to both stock exchange.

Extract of Annual Report:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format MGT 9 is appended as annexure-1 to the Board’s report.

Meetings of the Board of Directors:

The Board met 8 times during the financial year, the details are given in the Corporate Governance Report which forms part of the Annual Report.

Directors'' Responsibility Statement

Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows:

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

ii. 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 and loss of the company for that period;

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

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors, in the case of a listed company, 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under section 149(6) of the Companies Act, 2013.

Policy on directors'' appointment and remuneration:

Policy on directors’ appointment and remuneration provided under section 178(3) of the Companies Act, 2013, adopted by the Board and is appended as Annexure 2 to the Board’s report as Nomination and remuneration Policy.

Auditors

M/s Prem Garg & Associates was appointed as the Statutory Auditors of the Company for FY 2017-18. M/s Prem Garg & Associates, have resigned from the position w.e.f. 28^th May 2018 due to pre-occupation. Company has appointed M/s Vinod Kumar & Associates, Chartered Accountants as the Statutory Auditors of the Company to fill the casual vacancy. The said appointment is subject to approval of members of the company. M/s Vinod Kumar & Associates will hold the office of statutory auditor upto the annual general meeting of the Company.

Further, the Company appointed M/s P Chadha & Associates, Company Secretaries as the Secretarial Auditor of the Company for financial year 2017-18. The secretarial audit report for FY 2017-18 forms part of Annual Report. Qualifications, if any, in the Statutory audit report and are mentioned in the reports which are the part of this Annual Report.

Company is required to maintain the cost records as specified by the Central Government under sub section (1) of section148 of Companies Act, 2013 and such accounts & records are duly maintained by the Company. M/s C. L. Bansal & Associates, Cost Accountants was appointed as cost auditors of the Company for financial year 2017-18.

Particulars of Loan, Guarantee or investment:

Company has provided guarantee/security under section 186 of the Companies Act, 2013 to banks for the credit facility provided to the company.

Particulars of Contract or Arrangements made with related parties:

Particulars of Contracts or Arrangements made with related parties referred in section 188(1) of the Companies Act, 2013 disclosed in form AOC-2 as annexure-3 and also forms part of the financial statement in annual report.

Transfer to Reserves:

During the period of review Company has not transferred any amount to Reserves & Surplus.

Dividend

The Board has not recommended the dividend for the year 2017-18.

Significant and material orders:

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company and date of this Report

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the going concerns status and Company''s Operations in Future

There are no significant and material orders passed by the regulatory or courts or tribunals impacting the company’s operations in future.

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

The prescribed particulars as required under section 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 are set out in the annexure-4 & 5 forming a part of this report.

Development and Implementation of Risk Management

The Company has in place comprehensive risk assessment and minimization procedures. The Company is exposed to inherent uncertainties owing to the sectors in which it operates. Many risks exist in a company’s operating environment and they emerge on a regular basis. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. Further, the Company identifies risks and control systems are instituted to ensure that the risks in each business process are minimized/mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis.

Subsidiaries/Associates/Joint Ventures

The Company has no Joint Venture or Associates as defined in the Companies Act, 2013. The company has one wholly owned foreign subsidiary in the name of Venus Pharma GmbH in Germany. The financial statement of the subsidiary forming part of this annual report in consolidated financial statement. Separate audited accounts are placed on the Company website www.venusremedies.com. Report on the performance and Financial position of the Subsidiary Company in the specified format AOC-1 is annexed to the Directors’ Report as Annexure-6.

Board Evaluation:

The evaluation of all the directors and board as a whole has made as per the Companies Act, 2013. Criteria and framework as adopted by the Board is explained in the Corporate Governance Report which forms part of the Annual Report.

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sr. No.	Names	Designation
1 2	Mr. Pawan Chaudhary Mrs. Neha Kodan	Managing Director Company Secretary
3	Mr. Pawan Chaudhary	CFO

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

The Company has adopted a policy for prevention of Sexual Harassment of women at work place. Company has complied with provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During the year, Company has not received any complaint of harrasement.

Share Capital

- ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

Company has not issued any shares with Differential Rights.

- ISSUE OF SWEAT EQUITY SHARE

During the year under review, Company has not issued any Sweat Equity shares or Employee Stock Options.

Corporate Social Responsibility

For financial year 2017-18, Company does not cover under any of the parameter as mentioned under the preview of Section 135 of the Companies Act, 2013, and rules made thereunder. Company has prepared the policy on CSR which is available at Company’s website www.venusremedies.com. Company has also constituted the CSR committee, details of which available in Corporate Governance which forms part of Annual Report.

CSR Spending of the year:

1 2	3	4	^^|5	6	1 ^H7	1 8
Sr. No. CSR project	Sector in which	Project or programs	Amount outlay	Amount spent on the	Cumulative	Amount
or activity	the Project	(1) Local area or	(budget) project	projects or programs	expenditure	spent: Direct
identified	is covered./	other	or programs	Sub-heads*:	upto to the	or through
	Relevant Section	(2) Specify the State	wise	(1) Direct expenditure	reporting	implementing
	of Schedule VII in	and district where		on	period*	agency
	which the project	projects or programs		projects or programs
	is covered	was undertaken		(2) Overheads
NIL

Management discussion and analysis

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report.

Events having bearing on affairs of the Company

The Company is under CDR mechanism and repaying the debt as per the approved CDR package, however there are delays in making interest and principle repayments to the financial Institutions & banks. Further, during the year Company & its directors were declared as willful defaulters by the bank.

However, Company has clarified to the bank that delay in making payments are due to liquidity problems. Hence, company & its directors are not willful defaulters.

Pledge of Promoter''s shareholding

The promoters have pledged 4630000 shares as collateral security to bank for credit facility sanctioned to the Company.

Change in the Nature of Business

There is no change in the nature of business of the Company

Deposits:

Your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding during the year.

Particulars of Employees:

During FY 2017-18 no employee is taking remuneration more than one crore and two lakh rupees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014.

Corporate Governance:

The company operates not only within the regulatory framework, but is also guided by broader business ethics. The idea is to ensure good conscience, transparency, integrity and openness which would lead to accountability of the persons in charge of the company and bring benefits to investors, customers, creditors, employees and the society at large.

Share/ warrants issued during the year:

During the year Company has not issued or allotted any shares or warrants.

Transfer of unpaid and Unclaimed Amounts to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, the Unclaimed Dividend of Rs. 5,93,757/- relating to the financial years 2009-10 was transferred to the Investor Education and Protection Fund established by the Central Government. Unclaimed dividend for the year 2010-11 is due to be transferred to the Investor Education and Protection Fund on 29.09.2018.

Disclosure of Accounting Treatment

The Company has followed prescribed Indian Accounting Standards(Ind AS) in preparation of its financial statements.

Cash Flow Analysis

In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year ended on 31st March, 2018 forms an integral part of the Financial Statements.

Vigil Mechanism/Whistle Blower Policy

Company has adopted Vigil Mechanism/ Whistle blower policy and same is available on Company Website www. venusremedies.com

Committees of the Board:

A detailed note on the Board and committee meetings including the composition is given in the Corporate Governance Report which forms part of the Annual Report.

Directors

Due to pre-occupation Mr. Jagdish Chander, (DIN-00444226) resigned as director (Non- Executive & Independent director) of the Company w.e.f. 01.02.2018.

Mr. Pravindra Singh Chauhan, (DIN-08068504) has been appointed as the Additional Director (Non- Executive & Independent director) of the Company w.e.f. 13.02.2018

Mrs. Manu Chaudhary, (DIN-00435834) retires at the ensuing Annual General meeting and being eligible, seeks reappointment. The Board recommends her re-appointment. The details of the appointment are mentioned in the Notice of the meeting.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Control followed by the Company which helps in ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

The Company has appointed auditors for internal financial control. Auditors work in line with accounting standards. Various policies and SOPs have been formed for various process. They are continuously monitor the efficacy of internal controls/ compliance with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization''s risk management, control and governance processes.

Acknowledgments

The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies, and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders for their unflinching support, constant guidance and trust in Venus Remedies Limited.

For and on behalf of Board of Directors,

For VENUS REMEDIES LIMITED

Pawan Chaudhary

Sd/-

Place: Panchkula Chairman & Managing Director

Date: 13.08.2018 DIN-00435503

---

Mar 31, 2016

To Dear Members,

Financial Highlights Rs. in Millions

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Sales & Other Income	4,026.95	4518.75	4,182.68	4,639.91
Operating Surplus	795.55	869.33	811.60	891.79
Financial Charges	367.40	407.03	379.80	412.14
Depreciation	404.68	447.41	416.81	459.97
Profit before Tax	30.12	20.35	35.07	26.48
Profit After Tax (PAT)	12.04	45.48	16.99	51.61

Operations & Company''s State of affairs

During the year under review, your Company achieved a turnover C4026.95 millions and earned the net profit of C 12.04 million. There was decline in sale & profitability in 2015-16 due to stiff competition in generic product markets, loss of tenders, depreciation of currency of emerging markets.

The Company is fully integrated starting from research and development, markets, world class manufacturing facilities (accredited by national and international certifications), state-of-the-art research center (Venus Medicine Research Centre), strong marketing networks and competent manpower.

Extract of Annual Report

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as annexure-1 to the Board''s report.

No. of meetings of the Board

The Board met 6 times during the financial year, the details are given in the Corporate Governance Report forms part of the Annual Report.

Directors'' Responsibility Statement

Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows:

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

ii. 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 and loss of the company for that period;

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

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors, in the case of a listed company, 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under section 149(6) of the Companies Act, 2013.

Policy on directors'' appointment and remuneration

Policy on directors'' appointment and remuneration provided under section 178(3) of the Companies Act, 2013, adopted by the Board and is appended as Annexure 2 to the Board''s report as Nomination and remuneration Policy.

Auditors

At the Annual general Meeting held on December 30, 2014, M/S J.K. Jain & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the Annual General Meeting to be held in calendar year 2017. In term of the provisions of section 139 of the Companies act, 2013, the appointment of auditors shall be placed for ratification every year. Accordingly the appointment of M/S J.K. Jain & Associates, Chartered Accountants as statutory auditors of the Company is placed for ratification by the shareholders.

M/s C.L. Bansal & Associates, Cost Accountants was appointed as Cost Auditor for the financial year 2015-2016.

Further the Company appointed M/s P. Chadha & Associates, Company Secretaries as the Secretarial Auditor of the Company for financial year 2015-16. The secretarial audit report for FY 2015-16 forms part of Annual Report.

Qualifications in the Statutory audit report and Secretarial audit report are mentioned in the respective reports which are the part of this Annual Report.

Internal Financial Control

The Company has appointed auditors for internal financial control. Auditors work in line with accounting standards. Various policies and SOPs have been formed for various process.

Particulars of Loan, Guarantee or investment

Company has provided guarantee/security under section 186 of the Companies Act, 2013 to banks for the credit facility provided to the company.

Particulars of Contract or Arrangements made with related parties and its disclosures

Particulars of Contracts or Arrangements made with related parties referred in section 188(1) of the Companies Act, 2013 disclosed in form AOC-2 as annexure-3 and related party disclosures also forms part of the notes to the financial statement in annual report.

Transfer to Reserves

During the period of review Company has not transferred any amount to Reserves & Surplus.

Dividend

The Board has not recommended the dividend for the year 2015-16.

Significant and material orders

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company''s operations in future

There are no significant and material orders passed by the regulatory or courts or tribunals impacting the company''s operations in future.

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

The prescribed particulars as required under section 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 are set out in the annexure-4 & 5 forming a part of this report.

Development and Implementation of Risk Management

The Company has in place comprehensive risk assessment and minimization procedures. The Company is exposed to inherent uncertainties owing to the sectors in which it operates. Many risks exist in a company''s operating environment and they emerge on a regular basis. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. Further, the Company identifies risks and control systems are instituted to ensure that the risks in each business process are minimized/ mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis.

Subsidiaries/Associates/Joint Ventures

The Company has no Joint Venture or Associates as defined in the Companies Act, 2013. The company has one wholly owned foreign subsidiary in the name of Venus Pharma GmbH in Germany, Company owned 100% holding in the subsidiary. The financial statement of the subsidiary forming part of this annual report in consolidated financial statement. Report on the performance and Financial position of the Subsidiary Company in the specified format AOC-1 is annexed to the Directors'' Report as Annexure-6.

Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, Company could not spent on CSR activities as Company''s financial position was not viable in financial year 2015-16. During the year there was a sharp fall in the liquidity position of the company due to stiff competition in generic product markets, loss of tenders, depreciation of currency of emerging markets, dip in the sales in overseas markets etc.

Due to liquidity problem, Company''s bank debts are also under Corporate Debt Restructuring (CDR) mechanism.

Therefore, due to unfavourable financial health and being under debt restructuring as per CDR mechanism, Company could not spent on CSR activities.

Company has prepared CSR policy which is available on Company''s website www.venusremedies.com

Board Evaluation

The evaluation of all the directors and board as a whole has made as per the Companies Act, 2013. Criteria and framework as adopted by the Board is explained in the Corporate Governance Report which forms part of the Annual Report.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sr. No.	Names	Designation
1	Mr. Pawan Chaudhary	Managing Director
2	Mrs. Neha Kodan	Company Secretary
3	Mr. Pawan Chaudhury	CFO

During the year, the appointment of CFO was made.

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

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Share Capital

- ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

During the year under review, Company has not issued any shares with Differential Rights.

- ISSUE OF SWEAT EQUITY SHARE

During the year under review, Company has not issued any Sweat Equity shares or Employee Stock Options.

Management Discussion and Analysis

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report

Pledge of Promoter''s Shareholding

The promoters have pledged 3730000 shares as collateral security to bank for credit facility sanctioned to the Company.

Change in the Nature of Business

There is no change in the nature of business of the Company Deposits:

Company has not accepted any fixed deposits and no amount of principal or interest was outstanding.

Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, is appended as Annexure 7 to the Board''s report.

Further, in FY 2015-16, no employee received remuneration of C 60 lacs or more.

Corporate Governance

The company operates not only within the regulatory framework, but is also guided by broader business ethics. The idea is to ensure good conscience, transparency, integrity and openness which would lead to accountability of the persons in charge of the company and bring benefits to investors, customers, creditors, employees and the society at large. Corporate Governance Report is forming a part of this Annual Report.

Share/ warrants issued during the year

Company had not issued any share or warrant during the year.

Transfer of unpaid and Unclaimed Amounts to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, the Unclaimed Dividend of C1,230,540.00 relating to the financial years 2007-08 was transferred to the Investor Education and Protection Fund established by the Central Government. Unclaimed dividend for the year 2008-09 is due for transfer to the Investor Education and Protection Fund on 29.09.2016.

Disclosure of Accounting Treatment

The Company has followed prescribed Accounting Standards as laid down by the Institute of Chartered Accountants of India in preparation of its financial statements.

Vigil Mechanism/Whistle Blower Policy

Company has adopted Vigil Mechanism/ Whistle blower policy and same is available on Company Website www. venusremedies.com

Re-appointment

As per the provisions of the Companies Act, 2013. Mr. Ashutosh Jain (01336895) retires at the ensuing Annual General meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment. The details of re-appointment are mentioned in the notice of meeting.

Committees of the Board:

Currently there are 4 committees of the Board. A detailed note on the Board and committee meeting forms the part of the Corporate Governance report. As per the provisions of the Companies Act, 2013 composition of the committees are as below:

Name of the Committee	Composition	Functions
Audit Committee	Mr. Jagdish Chander, Chairman Mr. Pawan Chaudhary Dr. S.K. Chadha	- Overseeing the Company''s financial process and disclosure of financial information to ensure that the financial statement is correct; - Recommending the appointment and removal of external and internal auditor, fixation of audit fee and approval for payment of any services; - Reviewing with the management annual financial statement before submission to the Board; - Reviewing significant audit finding with the management and external and internal auditors, the adequacy of internal control system.; - Scrutiny of inter-corporate loans & Investments, if any; - Approval of related party transaction; - Discussing with internal auditors any significant finding and follow up on such issues; - Discussing with external auditors before the audit commences on the nature and scope of audit, as well as having post-audit discussion to ascertain any area of concern; - Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval; - Examining reasons for substantial default in the payment to depositors, debenture holders, shareholders and creditors, if any; - Recommendation for appointment, remuneration and terms of appointment of auditors; - To evaluation of internal financial controls and risk management systems; - To review the functioning of the whistle blower mechanism;

Nomination and remuneration committee	Mr. Jagdish Chander, Chairman Dr. S.K. Chadha Dr. Rupinder Tewari	- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; - Formulation of criteria for evaluation of Independent Directors and the Board; - Devising a policy on Board diversity; - Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the - Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report; - Recommend to the Board their appointment and removal; - The Committee deals with all elements of the remuneration package of all Whole-time Directors and also administers the stock option plan of the Company; - Evaluate the Board performance.
Stake Holder Relationship Committee	Mr. Jagdish Chander, Chairman Mr. Peeyush Jain Dr. Rupinder Tewari	The stakeholders'' Relationship Committee has bee constituted to approve transfer, transmission, sub-division, issue of duplicate/split/consolidation of shares/debentures, demat/remat and for redressal of Investor complaints on all matters.
Corporate Social Responsibility Committee	Dr. S.K. Chadha, Chairman Mr. Pawan Chaudhary Mr. Peeyush Jain	- To formulate and recommend to the board, a CSR which shall indicate the activities to be undertaken by the company as specified in schedule VII of the Companies Act 2013. - Recommend the amount to be incurred on CSR activities. - Monitor CSR activities of the Company time to time. - Prepare a transparent mechanism for ensuring implementation of project/ programs/ activities to be undertaken by the company.

All the policies mentioned in the report are available on our website www.venusredies.com

Acknowledgments

The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the bankers, government agencies, shareholders and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders for their unflinching support, constant guidance and trust in Venus Remedies Limited.

For and on behalf of Board of Directors

For VENUS REMEDIES LIMITED

Pawan Chaudhary

Place: Panchkula Chairman & Managing Director

Date: 06-08-2016 DIN-00435503

---

Mar 31, 2015

Dear Members,

Financial Highlights (Rs. In Millions)

Particulaurs 2014-15 2013-14

Sales & Other Income 4518.75 5260.56

Operating Surplus 869.33 1332.29

Financial Charges 407.03 292.94

Depreciation 447.41 386.09

Profit before Tax 20.35 657.32

Profit After Tax (PAT) 45.48 609.50

Operations

During the year under review, your Company achieved a turnover Rs. 4518.75 millions. There was decline in sale & profitability in 2014-15 due to stiff competition, adverse currency fluctuation. The Company is fully integrated in terms of research and development, markets, world class manufacturing facilities (accredited by national and international certifications), state-of-the-art research center (Venus Medicine Research Centre), strong marketing networks and competent manpower.

Company has achieved the following milestones in 2014-2015:

* Received marketing nod from Venezuela for Meropenem

* Bagged Market Authorization of Meropenem Injection from TGA, Australia

* Bagged additional patent for Vancoplus from US

* Received European patent for VMRC drug VRP008 to fight multi-drug resistant bacteria.

* Bagged its First Swiss MA for Gemcitabine

* Joined hands with TEVA Canada for an Upcoming Anti Cancer Drug

* Entered into Singapore topical pain management market with marketing approval, patent for Trois.

* Received Market Authorization for Meropenem from SWITZERLAND (SWISSMEDIC)

* Received Indian Patent for Vancoplus.

Management discussion and analysis

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report.

Pledge of Promoter's shareholding

The promoters have pledged 37,30,000 shares as collateral security to bank for credit facility sanctioned to the Company.

Dividend

The Board has not recommended the dividend for the year 2014-15.

Transfer to Reserves:

Company has not transferred any amount to Reserves & Surplus.

Particulars of Loan, Guarantee or investment:

Company has not made any loan, guarantee or investment covered under section 186 of the Companies Act, 2013.

Particulars of Contract or Arrangements made with related parties:

Particulars of Contracts or Arrangements made with related parties refered in section 188(1) of the Companies Act, 2013 forms part of the financial statement in annual report.

Fixed Deposits:

Your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding.

Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, is appended as Annexure 3 to the Board's report.

Further, in FY 2014-15, no employee received remuneration of Rs. 60 lacs or more.

Corporate Governance:

The company operates not only within the regulatory framework, but is also guided by broader business ethics. The idea is to ensure good conscience, transparency, integrity and openness which would lead to accountability of the persons in charge of the company and bring benefits to investors, customers, creditors, employees and the society at large.

No. of meetings of the Board:

The Board met 4 times during the financial year, the details are given in the Corporate Governance Report forms part of the Annual Report.

Policy on directors' appointment and remuneration:

Policy on directors' appointment and remuneration provided under section 178(3) of the Companies Act, 2013, adopted by the Board and is appended as Annexure 3 to the Board's report.

Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under section 149(6) of the Companies Act, 2013.

Board Evaluation:

The evaluation of all the directors and board as a whole has made as per the clause 49 of the Listing Agreement and as per schedule IV of the Companies Act, 2013. Criteria and framework as adopted by the Board is explained in the Corporate Governance Report which forms part of the Annual Report.

Re-appointment

As per the provisions of the Companies Act, 2013. Dr. (Mrs.) Manu Chaudhary retires at the ensuing Annual General meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Committees of the Board:

Currently there are 5 committees of the Board. A detailed note on the Board and committee meeting forms the part of the Corporate Governance report. As per the provisions of the Companies Act, 2013 composition of the committees are as below:

Name of the Committee

Audit Committee

Composition

Mr. Jagdish Chander, Chairman Mr. Pawan Chaudhary Dr. S.K. Chadha

Duties and responsibilities

* Overseeing the Company's financial process and disclosure of financial information to ensure that the financial statement is correct.

* Recommending the appointment and removal of external auditor, fixation of audit fee and approval for payment of any services.

* Reviewing with the management annual financial statement before submission to the Board.

* Reviewing with the management and external and internal auditors, the adequacy of internal control system.

* Reviewing the adequacy of internal audit function.

* Discussing with internal auditors any significant finding and follow up on such issues.

* Discussing with external auditors before the audit commences on the nature and scope of audit, as well as having post-audit discussion to ascertain any area of concern.

* Reviewing the Company's financial and risk management policies; and

* Examining reasons for substantial default in the payment to depositors, debenture holders, shareholders and creditors, if any.

Name of the Committee

Nomination and remuneration committee

Composition

Mr. Jagdish Chander, Chairman Dr. S.K. Chadha Dr. (Mrs.) Manu Chaudhary

Duties and Responsibilities

* Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down,

* Recommend to the Board their appointment and removal,

* The Committee deals with all elements of the remuneration package of all Whole-time Directors and also administers the stock option plan of the Company.

Name of the Committee

Stake Holder Relationship Committee

Composition

Mr. Jagdish Chander, Chairman Mr. Peeyush Jain

Duties and Responsibilities

* To approve transfer, transmission, sub-division and issue of duplicate shares/debentures and for redressal of Investor complaints on all matters.

* The SHR consider and resolve the grievances of security holders of the company.

Name of the Committee

Corporate Social Responsibility Committee

Composition

Dr. S.K. Chadha, Chairman Mr. Pawan Chaudhary Mr. Peeyush Jain

Duties and Responsibilities

* To formulate and recommend to the board, a CSR which shall indicate the activities to be undertaken by the company as specified in schedule VII of the Companies Act 2013.

* Recommend the amount to be incurred on CSR activities.

* Monitor CSR activities of the Company time to time.

* Prepare a transparent mechanism for ensuring implementation of project/ programmes/ activties to be undertaken by the company.

Name of the Committee

Risk Management Committee

Composition

Mr. Pawan Chaudhary, Chairman Mr. Peeyush Jain Mr. Ashutosh Jain

Duties and Responsibilities

* Framing of Risk Management Plan and Policy.

* Overseeing implementation of Risk Management Plan and Policy.

* Monitoring of Risk Management Plan and Policy.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Such other functions which are required to perform and implement the Risk Management Plan and Policy.

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

The prescribed particulars as required under section 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 are set out in the annexure forming a part of this report.

Directors' Responsibility Statement

Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Directors

Dr.(Mrs.) Manu Chaudhary retire at the ensuing Annual General Meeting and have offered themselves for reappointment. The details of the appointment are mentioned in the Notice of the meeting.

Auditors

At the Annual general Meeting held on December 30, 2014, M/S J.K. Jain & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the Annual General Meeting to be held in calender year 2017. In term of the provisions of section 139 of the Companies act, 2013, the appointment of auditors shall be placed for ratification every year. Accordingly the appointment of M/S J.K. Jain & Associates, Chartered Accountants as statutory auditors of the Company is placed for ratification by the shareholders.

M/s C.L. Bansal & Associates, Cost Accountants was appointed as Cost Auditor for the financial year 2014-2015.

M/s P Chadha & Associates, Company Secretaries appointed as the Secretarial Auditor of the Company for financial year 2014- 15. The secretarial audit report for Fy 2014-15 forms part of Annual Report.

No qualification reservation or adverse remarks or disclaimer were made by the auditor in his report and by the company secretary in practice in his secretarial audit report.

Extract of Annual Report:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as annexure to the Board's report.

Significant and material orders:

There are no significant and material orders passed by the regulatory or courts or tribunals impacting the company's operations in future.

Acknowledgments:

The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies, shareholders and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders for their unflinching support, constant guidance and trust in Venus Remedies Limited.

For and on behalf of Board of Directors, For VENUS REMEDIES LIMITED Sd-

Place: Panchkula Pawan Chaudhary Date: 30.06.2015 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

Financial Highlights (Rs In Millions) Particulars 2013-14 2012-13

Sales & Other Income 5260.56 4613.38

Operating Surplus 1332.29 1184.88

Financial Charges 292.94 244.50

Depreciation 386.09 317.62

Profit before Tax 657.32 626.72

Provision of Tax 47.82 55.27

Profit After Tax (PAT) 609.50 571.45

Provision for Dividend - 33.98

Profit transferred to General Reserve 300.00 300.00

Operations

During the year under review, your Company achieved a turnover H5260.56.million compared to H4613.38 million in 2012-2013 registering a growth of 14.03% the Company has made commendable efforts to meet projected targets and has delivered a commendable corporate performance during the year under review. The Company is fully integrated in terms of research and development, markets, world-class manufacturing facilities (accredited by national and international certifications), state-of-the-art research centre (Venus Medicine Research Centre), strong marketing networks and competent manpower.

The Company has achieved the following milestones in 2013-14:

Launched ELORES to fight `superbugs'' which won a patent from South Korea, signed deal for exclusive marketing rights with South Korean pharma giant

Received gold medal for ELORES - ''best Innovation of 2013''

Bagged Mexican patent for Potentox

Named among the ''Best Companies to Work for''

Received Japanese patent for ELORES, an antibiotic to fight ''superbugs''

Received PIC/S GMP accreditation for all nine units

Received GLP accreditation for its R&D centre

Entered European markets

Took its flagship product, Elores into Latin America

Received MA in Italian market for Meropenem

Became first pharma firm to get marketing approval for Meropenem in the Gulf region

Bagged UBM India Pharma award for ELORES

Signed MoU for ELORESwith South African pharmaceutical firm

Won Innovative 100 Award for ELORES

''NBeamst eCdomampoannigesthtoe Got US patent for Achnil

Work for'' Received marketing approval from Myanmar for its flagship product ELORES

Management discussion and analysis

A detailed report on Management discussion and analysis is provided as a separate section in the annual

report.

Pledge of Promoter''s shareholding

The promoters have pledged14,30,000 shares as on date as collateral security to bank for credit facility

sanctioned to the Company.

Dividend

The Board has not recommended dividend for the year 2013-14 in the light of lending institutions'' terms for

Corporate Debt Rephasing.

Fixed Deposits

Your Company has not accepted any fixed deposits within the meaning of section 58A of the Companies Act 1956 and the rules made there under.

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

The prescribed particulars as required under section 217(2)(e) or 134(3)(m) of the Companies Act 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the annexure forming a part of this report. The particular are set out in annexure forming part of the report.

Particulars of the Employees

The Company does not fall under these guidelines as per Ministry of Corporate affairs Notification dated March 31, 2011.

Directors'' Responsibility Statement

Your Directors pursuant to Section 217(2AA) of the Companies Act, 1956 state as follows

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, flagship product (ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors had prepared the annual accounts on a going concern basis

(v) Pursuant to the provision of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the annual accounts of the subsidiary company with the balance sheet of holding Company. The annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Corporate/head office of the holding company and of the subsidiary company concerned

Directors

Mr. Peeyush Jain retires at the ensuing Annual General Meeting and has offered himself for reappointment. The Board has received the candidature of Dr. Rupinder Tiwari, Mr. Jagdish Chander, Dr. Gilbert Wenzel, Dr. Suresh Kumar Chadha for the appointment as independent non executive director. The details of the appointment are mentioned in the Notice of the meeting

Auditors

The statutory auditors, M/S J.K. Jain & Associates retire at the forthcoming Annual General Meeting and being eligible, have offered themselves for reappointment. The Audit Committee has also recommended their reappointment. The notes to the accounts referred to in the Auditor''s Report are self-explanatory and therefore do not require further explanation. The Company has appointed M/s C.L. Bansal & Associates, Cost Accountants as cost auditors for the financial year 2013-2014.

Corporate Governance Your Company has complied with the mandatory provisions of the corporate governance as per the requirement of Clause 49 of the Listing Agreement. A separate detailed report on Corporate Governance and Auditor''s certificate on its compliance form part of this Annual Report.

Acknowledgments

The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies, shareholders and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders for their unflinching support, constant guidance and trust in Venus Remedies Limited

For and on behalf of Board of Directors,

For VENUS REMEDIES LIMITED Place: Panchkula Pawan Chaudhary Date: 14th November, 2014 Chairman & ManagingDirector

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Mar 31, 2013

To the esteemed stakeholders of Venus Remedies Limited.

The gives your directors great pleasure to present the twenty fourth Annual report together with the audited statement of accounts for the year ended March 31, 2013.

Financial Highlights (Rs.in Millions)

2012-13 2011-12

Sales & Other Income 4613.38 4051.87

Operating Surplus 1184.88 1061.02

Finance Charges 244.50 272.64

Depreciation 317.62 240.67

Profit before Tax 626.72 551.51

Provision for Tax 55.27 51.22

Profit After Tax (PAT) 571.45 500.29

Provision for Dividend 33.98 33.97

Profit Transferred to General Reserve 300.00 300.00

Operations

During the year under review, your Company achieved a turnover Rs. 4613.38 .millions compared to Rs. 4051.87 million in 201 1-2012 registering a 13.86% growth. The Company has made efforts to meet projected targets during the year under review. The Company is fully integrated from research to market having world class manufacturing facilities (accredited by national and international certifications), state-of-the-art research center (Venus Medicine Research Centre), strong marketing networks and competent manpower.

The Company has achieved the following milestones in 2012-13:

- Vancoplus received Patent from Australia

- Venus established pre-clinicaI proof of concept for its Drug -Protein-Polymer- Conjugate (DPPC

- Venus received another patent grant from South Africa for a novel antibiotic combination of carbapenem and aminoglycoside

- Venus research product to fight resistant superbugs won US Patent

- Introduced Ready-to-Use a Single Vial Taxedol in India

- Venus got US patent for POTENTOX

- Venus launches TROIS, a miracle nano-emulsion for arthritic Pain

- Received First Patent From Canada for VANCOPLUS

- Received first Mexican patent for research product VANCOPLUS

- Venus got Phase III Nod for Its Cancer Detection NCE

- Launched ELORES - CSE 1034 a US patent protected product in India

- Venus Remedies received Australian GMP from TGA for four of its facilities

- Signed Exclusive Marketing Rights deal for its novel Antibiotic Ajuvant Entity to South Africas second largest

Pharmaceutical company - Adcock

- Venus MEROPENEM received market authorization in Mexico

- Launched its first OTC product "Ezenus"

Management discussion and analysis

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report.

Pledge of Promoter''s shareholding

The promoters have pledged 19.30 lakh shares as collateral security to banks for credit facilities sanctioned to the Company.

Dividend

The Board has recommended a Dividend of Rs. 3/- per share for the year 2012-2013.

Fixed Deposits

Your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956, and the Rules made there under.

Conservation of Energy, Technology

Absorption,Foreign Exchange Earnings and Outgo

The prescribed particulars as required under Section 217(2)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure forming a part of this Report. The particulars are set out in annexure forming part of the report.

Particulars of Employees

The Company does not fall under these guidelines as per Ministry of Corporate Affairs Notification dated March 31, 2011.

Directors'' Responsibility Statement

Your Directors pursuant to Section 217(2AA) of the Companies Act, 1956 state as follows:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

(iv) Pursuant to the provision of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the annual accounts of the subsidiary company with the balance sheet of holding Company. The annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Corporate/head office of the holding company and of the subsidiary company concerned.

Directors

Mr. Ashutosh Jain and Mr. Jagdish Chander retire at the ensuing Annual General Meeting and have offered themselves for reappointment.

The details of the appointment are mentioned in the Notice of the meeting.

Auditors

The statutory auditors, M/S J.K. Jain & Associates retire at the forthcoming Annual General Meeting and being eligible, have offered themselves for reappointment. The Audit Committee has also recommended their re-appointment. The notes to the accounts referred to in the Auditor''s Report are self explanatory and therefore do not require further explanation. The Company has appointed M/s C.L. Bansal & Associates, Cost Accountants as Cost Auditor for the financial year 2013-2014 and the central government has approved the said appointment.

Corporate Governance

Your Company has complied with the mandatory provisions of the corporate governance as per the requirement of Clause 49 of the Listing Agreement. A separate detailed report on Corporate Governance and Auditor''s certificate on its compliance form part of this Annual Report.

Acknowledgments

The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies, shareholders and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders for their unflinching support, constant guidance and trust in Venus Remedies Limited.

For and on behalf of Board of Directors,

For VENUS REMEDIES LIMITED

Place: Panchkula Pawan Chaudhary

Date: 03.08.2013 Chairman & Managing Director

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Mar 31, 2011

Dear Shareholders,

IT GIVES YOUR DIRECTORS GREAT PLEASURE TO PRESENT THE TWENTY SECOND ANNUAL REPORT TOGETHER WITH THE AUDITED STATEMENT OF ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2011.

Financial Highlights

(Rs.in Millions)

2010-11 2009-10

Sales & Other Income 3,575.95 3,120.46

Operating Surplus 905.07 745.97

Finance Charges 187.07 139.55

Depreciation 170.43 116.87

Profit before Tax 547.57 489.54

Provision for Tax 72.79 79.04

Profit After Tax (PAT) 474.78 410.49

Provision for Dividend 31.79 29.74

Profit Transferred to General Reserve 300.00 250.00

Operations

During the year under review, your Company achieved a turnover Rs.357.27 crores compared to Rs.311.93 crores in 2009-2010 registering a 14.52% growth. The Company has made commendable efforts to meet projected targets and has delivered excellent corporate performance during the year under review. The Company is fully integrated starting from research and development, markets, world class manufacturing facilities (accredited by national and international certifications), state-of-the-art research center (Venus Medicine Research Centre), strong marketing networks and competent manpower.

This growth can be attributed to the following driving factors:

- Reinforced its industry position by launching a dedicated sub-business unit 'PASSION ONCOBIZ' with a product basket of 21 injectibles aimed at all types of cancer.

- Venus became first Indian Company to win GMP certification from Saudi Arabia (SFDA ) in Oncology & Carbapenem injectibles space. The Company also received GMP approval from Botswana, Sudan for four of its manufacturing facilities.

- The Company expanded innovation by adding patents for its antibiotic research product Potentox™ from New Zealand ,Australia and the Ukraine. Patents for Sulbactomax™ from Europe, Mexico, Russia, Ukraine; in addition, patents have been received from Australasia and New Zealand for research product Vancoplus™. An Indian patent has been granted to Aceclofenac™.

- Venus won a prestigious international award QC-100 TQM (Total Quality Management) in Gold Category in recognition of its commitment to quality, system efficiency, leadership, technology and innovation. The awards were given by Business Initiative Directions (BID) International Quality Convention 2011, held in Geneva, Switzerland.

- Venus has developed a research product "Arthritis" which starred in the India Innovation Growth Program 2011, organised by FICCI, Department of Science and Technology, Government of India, Lockheed Martin Corporation, IC2 Institute at the University of Texas and the Indo-US Science &Technology Forum

The Company created yet another landmark, by getting Marketing Authorisation from the Western European nation, Portugal for its high specialty antibiotic penem pharmaceutical product Imipenem Cilistatin™. And Market Authorisation for GEMCITABINE, one of the key products for the treatment of Cancer via de-centralised procedure from Medicine and Healthcare Regulatory Agency (MHRA) in the United Kingdom.

- Venus successfully completed Phase III clinical trials of new Aminoglycoside molecule, Etimicin Sulphate™. Venus owns the exclusive manufacturing and marketing rights for this product in India.

- First Indian Company to receive GCC approval to market its Oncology & Carbapenem range of products in the Gulf Co- operation Council region.

Management discussion and analysis

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report.

Pledge of Promoter's shareholding

The promoters have pledged 19.30 lakh shares as collateral security to banks for credit facilities sanctioned to the Company.

Dividend

The Board has recommended a Dividend of Rs.3/- per share for the year 2010-2011.

Fixed Deposits

Your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956, and the Rules made there under.

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

The prescribed particulars as required under Section 217(2)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure forming a part of this Report.

DISCLOSURES UNDER SEBI (EMPLOYEES STOCK OPTION SCHEME AND EMPLOYEES STOCK PURCHASE SCHEME) GUIDELINES, 1999

The particulars are set out in annexure forming part of the report.

Particulars of Employees

The Company does not fall under these guidelines as per Ministry of Corporate Affairs Notification dated March 31, 2011.

Directors' Responsibility Statement

Your Directors pursuant to Section 217(2AA) of the Companies Act, 1956 state as follows:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Directors

Mr. S.K. Chadha and Mr. Hari Pal Verma retire at the ensuing Annual General Meeting and have offered themselves for re- appointment. The details of the appointment are mentioned in the Notice of the meeting.

Auditors

The statutory auditors, M/S J.K. Jain & Associates retire at the forthcoming Annual General Meeting and being eligible, have offered themselves for reappointment. The Audit Committee has also recommended their re-appointment. The notes to the accounts referred to in the Auditor's Report are self explanatory and therefore do not require further explanation.

The Company has appointed M/s C.L. Bansal & Associates, Cost Accountants as Cost Auditor for the financial year 2011- 2012 and the central government has approved the said appointment.

Corporate Governance

Your Company has complied with the mandatory provisions of the corporate governance as per the requirement of Clause 49 of the Listing Agreement. A separate detailed report on Corporate Governance and Auditor's certificate on its compliance form part of this Annual Report.

Acknowledgements

The Board sincerely thanks employees for their dedicated services at all levels. We also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies, shareholders and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholder's family for their unflinching support, constant guidance and trust in Venus Remedies Limited.

For and on behalf of Board of Directors,

For VENUS REMEDIES LIMITED

Place: Panchkula Pawan Chaudhary

Date: July 26, 2011 Chairman

& Managing Director

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Mar 31, 2010

It gives us great pleasure to present the 21st annual report together with audited statement of accounts for the year ended March 31, 2010

Financial highlights

(Rs in millions)

2009-10 2008-09 Sales & Other Income 3,120.46 2,647.57

Operating Surplus 745.97 645.57

Finance Charges 139.55 93.35

Depreciation 116.87 59.64

Profit before Tax 489.54 492.57

Provision for Tax 79.04 37.25

Profit After Tax (PAT) 410.49 455.32

Provision for Dividend 29.74 29.67

Profit Transferred to General Reserve 250.00 250.00

Operations

During the period under review, the Company has capitalised on its ability to constantly develop innovative products, add more patents from various countries to its vast IPR basket and secure international GMP accreditations for its manufacturing facilities. The revenue recorded a growth of approximately 17.93% last year.

This growth in general can be attributed to the following driving factors:

- The pan-India coverage and recognition of Venus among 75,000 doctors by the giant network of 650 field personnels, 41 distributors and 1,200 stockists covering 30,000 chemists, provide the most innovative products in the market.

- Creation of history in the Indian pharmaceutical industry with the introduction of MEBATIC in the product basket, which is a research product of the Company.

- Market authorisation granted for Meropenem in Portugal (EU).

- Launching 7 new speciality products during the year

- Greater market penetration for research products, launched by the Company

Management discussion and analysis

A detailed report on the management discussion and analysis is provided as a separate section in the annual report.

Dividend

The Board has recommended a dividend @ 30% ( Rs 3/- per share) for its shareholders for the year 2009 -10.

Fixed deposits

Your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there-under.

Conservation of energy, technology absorption, foreign exchange earnings and outgo The prescribed particulars as required under section 217(2)(e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the Board of Directors’ report) rules, 1988, are set out in the annexure forming a part of this report.

Disclosures under SEBI (employees stock option scheme and employees stock purchase scheme) guidelines, 1999 The particulars are set out in the annexure forming a part of this report.

Particulars of employees

The particulars of the employees are covered as contemplated by section 217(2A) of the Companies Act, 1956 and the Companies (particulars of employees) rules, 1975 are as per annexure forming a part of this report.

Directors’ responsibility statement

Your Directors pursuant to section 217(2AA) of the Companies Act, 1956 state as follows:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Directors

Mr. Jagdish Chander, Mr. Peeyush Jain and Mr. Ashutosh Jain retire at the ensuing Annual General Meeting and have offered themselves for re-appointment. The details of the appointment are mentioned in the notice of the meeting.

Auditors

The statutory auditors, M/S. J. K. Jain & Associates retire at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The Audit Committee has also recommended their re-appointment. The notes to the accounts referred to in the auditor’s report are self explanatory and therefore do not require further explanation.

Corporate governance

Your Company believes that Good Corporate Governance Practices are an essential part of a growing business strategy and has been ensuring due compliance of the requirements of Clause 49 of the Listing Agreement. The initiatives taken by your Company for ensuring transparency in all dealings has further strengthened its governance practices. One of these was the introduction of the Model Code for Insider Trading for the concerned, which has been religiously followed by all the concerned personnel. Also, a Model Code of Conduct, as applicable to Directors and Senior Management personnel, has been put in place by your Company. The details of the other necessary compliance are encoded in separate report on Corporate Governance annexed hereto.

Audit committee

The audit committee, comprising of two independent Directors and the Managing Director met on regular basis to review the financial performance of the Company. The Company had been operating under complete ERP environment which has been migrated to newer and most advanced version of ERP namely “SPINE”. The committee reviews the adequacy of Internal Controls from time to time.

Acknowledgements

The Board takes this opportunity to express its gratitudes towards the dedicated services rendered by its employees at all levels and also acknowledge the support and wise counsel extended to us by the analysts, bankers, government agencies, shareholders and investors at large, the advisers on our panel, all concerned regulatory authorities, our business associates, suppliers, the medical fraternity, patients and last but not the least, our shareholders’ families for their constant faith, support and guidance .

For and on behalf of

the Board of Directors



Place: Panchkula (Pawan Chaudhary)

Date: 31.07.2010 Chairman & Managing Director