Notes to Accounts of Venus Remedies Ltd.

Mar 31, 2025

outflow of resources. Contingent Liabilities are
not recognized but are disclosed in the notes for:

a) Possible obligations which will be confirmed
only by the future events not wholly within
the control of the company or

b) Present obligations arising from past events
where it is not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the
amount of the obligation cannot be made.

• Contingent assets are neither recognized nor
disclosed except when realization of income is
virtually certain, related asset is disclosed.

o. Income Tax

Income tax expenses comprises current and deferred

tax. It is recognized in the Standalone Statement of

Profit and Loss.

• Current Tax: Provision is made for income
tax based on the liability as computed after
taking credit for allowance and exemptions.
Adjustments in books are made only after the
completion of the assessment.

• Deferred Tax: Deferred tax is recognised in respect
of temporary differences between the carrying
amount of assets and liabilities for financial
reporting purposes and the amounts used for the

taxation purposes. Deferred income tax assets are
recognised to the extent that it is probable that
taxable profit will be available against which the
deductible temporary differences and the carry
forward of unused tax credits and unused tax
losses can be utilised.

p. Earnings per Share

Basic EPS amounts are calculated by dividing the profit
or loss for the year attributable to equity holders of the
Company by the weighted average number of Equity
shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the
profit or loss attributable to equity holders of the
Company by the weighted average number of Equity
shares outstanding during the year plus the weighted
average number of Equity shares that would be issued
on conversion of all the dilutive potential Equity shares
into Equity shares, unless the effect of potential dilutive
equity shares is anti-dilutive.

q. Operating Cycle

Based on the nature of product /activities of the
company and the normal time between acquisition of
assets and their realisation in cash or cash equivalents,
the company has determined its operating cycle as 12
months for the purpose of classification of its assets
and liabilities as current and non-current.

n. Provisions, Contingent Liabilities & Contingent Assets

• Provisions involving substantial degree of
estimation in management are recognized when
there is present obligation as a result of past
events, and it is probable that there will be an

NOTE : 32

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 March 2025.

ii) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

A) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company''s receivables from customers and investments in debt
securities. The carrying amount of financial assets represents the maximum credit exposure.

• Trade receivables

• Other financial assets

• Other bank balances

Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of
customers and other counterparties, identified either individually or by the company, and incorporates this information into

C) Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates interest rates and equity prices - will
affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters while optimizing the return.

(a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the
US Dollar, EURO and GBP. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency
that is not the functional currency of the Company.

(i) Exposure to currency risk

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in INR are as follows.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define
credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit
risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when
amounts receivable become past due one year.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others.
Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously,
while at the same time internal control system in place ensure the amounts are within defined limits.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding
through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business,
the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors
rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.
The Company takes into account the liquidity of the market in which the company operates.

Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity of the Company based on their contractual
maturities for all non-derivative financial liabilities.

(ii) Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates of USD, EURO
and GBP with all other variables held constant. The impact on the Company''s profit before tax is due to changes in
the fair value of monetary assets and liabilities including non-designated foreign currency derivatives. Although the
derivatives have not been designated in a hedge relationship they act as an economic hedge and will offset the
underlying transactions when they occur. Accordingly, no sensitivity analysis in respect of such loans is given.
The Company''s exposure to foreign currency changes for all other currencies is not material.

(H in Lakhs )

• The Company has not advanced or loaned or invested funds to any other person or entity including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:

> directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (Ultimate Beneficiaries); or

> provide any guarantee security or the like to or on behalf of the Ultimate Beneficiaries.

• The Company has not received any fund from any person or entity including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:

> directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries); or

> provide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

• The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act 1961 (such as search or survey or any other
relevant provisions of the Income Tax Act 1961.

• Since the company does not have any working capital limit or borrowings from any bank of financial institution the Company has
not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act 2013)
or consortium thereof in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

• The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

• The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read
with the Companies (Restriction on number of Layers) Rules 2017.

39a. The ratio is changed primarily due to decrease in borrowings in comparison to previous year.

39b. Ratios have been changed due to increase in Net Profit in comparison to previous years
39c. Ratio has been decreased due to lower yields on investment of surplus funds.

NOTE : 40

During the year the company has undertaken a review of all Property Plant & Equipment in line with the requirements of Ind AS - 36 on
"Impairment of Assets". Based on such review no provision for impairment is required to be recognized during the year.

NOTE : 41

The company has received outstanding refunds including interest of H2,235.49 lakhs from Income Tax Department for the AY 2009-10,
2010-11 and partial for the AY 2011-12. Further the refund for the AY 2012-13 and Balance refund of AY 2011-12 is still under litigation.

NOTE : 42 OTHER STATUTORY INFORMATION

• The Company does not have any Benami property where any proceeding has been initiated or pending against the Company for
holding any Benami property.

• The Company does not have any transactions with struck-off companies under Section 248 of the Companies Act 2013 or Section
560 of the Companies Act 1956.

• The Company has not traded or invested in Cryptocurrency or Virtual Currency during the financial year.

NOTE : 45

The company operates only in one business segment viz "Pharmaceutical Formulation" and is engaged in manufacturing and trading
of medicines.

NOTE : 46 EVENTS AFTER THE REPORTING PERIOD

There are no subsequent events that occur after the reporting period.

NOTE : 47

The standalone financial statements for the year ended 31^st March 2025 were approved by the board of directors on 26^th May 2025.

NOTE : 48

The previous year figures have been regrouped/ reclassified wherever necessary to Confirm to the current year presentation.

As per our report of even date
FOR J. K. JAIN & ASSOCIATES

Chartered Accountants For and on behalf of the Board of Directors

Firm Registration No. 004025N

(J.K. JAIN) (Peeyush Jain) (Pawan Chaudhary)

Partner Deputy Managing Director Managing Director & CFO

M.No. 083140 DIN :00440361 DIN:00435503

Place : Panchkula (Neha Kodan) (Ajeet Kapoor)

Date : 26-05-2025 Company Secretary VP & Head(CAAR Division)

UDIN: 25083140BMSCJF7714

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Mar 31, 2024

14.2 Rights, Preference and restriction attached to shares

The Company has one class of equity shares having a par value of H10 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the board of directors are subject to shareholders approval in ensuing AGM except in case of interim dividend. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all the preferential amount in proportion to their shareholding.

32. The FCCB bonds of US $ 4.59 Million (H3867.89 Lakhs) became due for maturity on 1^st February, 2015. The bondholder(s) or their custodian bank did not submit the bonds for conversion or redemption. FCCB Bonds liability becoming time barred, in terms of the provision of the Limitation Act, 1963, as per a legal opinion obtained by the Company. The carrying value of such FCCB Liability has not been reinstated at current exchange rate. No provision for interest payable has been made since 1^st February 2015. Further course of action to be sought from the Reserve Bank of India.

Note:- The set-off available in the succeeding years is not recognised as an asset as a matter of prudence, considering the uncertainty involved in the adjustment of the same in future years.

34. Fair value of cash & cash equivalents, current deposits, trade and other current receivables, trade payables and other current liabilities are approximate their carrying amount due to current maturities of these instruments.

*Previous year figures have been shown in bracket & R-Receivable and P-Payable.

# Includes exchange fluctuation effect.

^AThe remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

The above figures do not include provisions for encashable leave and gratuity, as separate actuarial valuations are not available.

Financial risk management

The Company has exposure to the following risks arising from financial instruments:

A) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investments in debt securities. The carrying amount of financial assets represents the maximum credit exposure.

• Trade receivables

• Other financial assets

• Other bank balances

Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

• Low

• Medium

• High

Cash and cash equivalents and other bank balances

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become past due one year.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the company operates.

Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity of the Company based on their contractual maturities for all non-derivative financial liabilities.

C) Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates interest rates and equity prices - will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.

(a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the US Dollar, EURO and GBP. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of the Company.

39a. The ratio is changed primarily due to increase in debtors in comparison to previous year.

(ii) Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates of USD, EURO and GBP with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives. Although the derivatives have not been designated in a hedge relationship they act as an economic hedge and will offset the underlying transactions when they occur. Accordingly, no sensitivity analysis in respect of such loans is given. The Company''s exposure to foreign currency changes for all other currencies

39b. Due to capital appreciation in the value of investments.

40. In previous financial years, the company had paid a total sum of H3,234.77 Lakhs for acquiring the right, title, and interest in three Product Patents and the associated patent applications. During the current financial year, two patents were granted, and one patent was assigned to the company. Consequently, an Asset Purchase Agreement was executed for a total consideration of H1,500.00 Lakhs, and an advance of H1,080.00 Lakhs was adjusted against this amount. The remaining balance stands at H2,154.77 Lakhs. The assignment of the remaining patent is expected to be completed during FY2024-25. Company is already marketing these products pertaining to these patents by utilizing the patented technologies for over 12 years, and the company holds exclusive worldwide marketing rights for these products.

41. During the year the company has undertaken a review of all Property Plant & Equipment in line with the requirements of Ind AS - 36 on "Impairment of Assets". Based on such review no provision for impairment is required to be recognized during the year.

42. The company was contesting income tax refund matters related to AY 2009-10 2010-11 2011-12 and 2012-13, at Income Tax Appellate Tribunal Chandigarh, for obtaining income tax refund of H2818.23 Lakhs as supported by judicial precedent which is reflected in the balance sheet under current tax assets in note number 12. During the year the appellate authority has given a favourable order in favour of the company vide an order dated 24-08-2023, now the company is pursuing the matter with the Assessing officer to give the effect of the order of the appellate authority. The assessing officer has refunded 1.79 crore to the company for the AY 2009-10.

43. Other Statutory Information

• The Company does not have any Benami property where any proceeding has been initiated or pending against the Company for holding any Benami property.

• The Company does not have any transactions with struck-off companies under Section 248 of the Companies Act 2013 or Section 560 of the Companies Act 1956.

• The Company has not traded or invested in Cryptocurrency or Virtual Currency during the financial year.

• The Company has not traded or invested in Cryptocurrency or Virtual Currency during the financial year:

> directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or

> provide any guarantee security or the like to or on behalf of the Ultimate Beneficiaries.

• The Company has not received any fund from any person or entity including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

> directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or

#Earning available for debt service: Net Profit after Taxes depreciation Interest on Term Loan Other Adjustment like loss on sale of fixed assets.

$Capital Employed: Tangible Net Worth Total Debt Deferred tax liability

"Income generated from invested funds include interest on fixed deposit and realised/ unrealised gain on Mutual Fund. investments include Fixed Deposit

> provide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

• The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act 1961 (such as search or survey or any other relevant provisions of the Income Tax Act 1961.

• The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act 2013) or consortium thereof in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

• The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

• The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with the Companies (Restriction on number of Layers) Rules 2017.

44. There is no remittance in foreign currency on account of dividend.

45.	Contingent Liabilities and Commitments		(H in Lakhs)
	Particulars	As at 31.03.2024	As at 31.03.2023
	Contingent Liabilities Tax demand pending in appeal {The company has deposited H694.54 lakhs under protest to comply with the	2,909.65	3,130.98
	statutory provisions of the department for grant of stay on demand} GST disputed demand pending in appeal	829.27	829.27
	Capital commitment	7.38	160.30

46. The company operates only in one business segment viz "Pharmaceutical Formulation" and is engaged in manufacturing and trading of medicines.

47. Events after the reporting period

There are no subsequent events that occur after the reporting period.

48. The standalone financial statements for the year ended 31^st March 2024 were approved by the board of directors on 30^th May 2024

49. The previous year figures have been regrouped/ reclassified wherever necessary to Confirm to the current year presentation.

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Mar 31, 2018

1.1 Balance with Banks includes Unclaimed Dividend of Rs.21.05 Lacs (Previous Year Rs.27.11 Lacs).

1.2 An amount of Rs.323.85 Lacs (Previous Year Rs.251.85 Lacs) is held with Banks as margin money for Bank Guarantees/ Letter of Credit.

2.1 Other Operating Revenue includes Rs. 295.76 Lacs received / receivable from Government as Export Incentives.

As per Accounting Standard 19"Employee Benefits", the disclosures as defined in the Accounting Standard are given below : The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method , which recognised each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

3. The previous year figures have been re-arranged and re-grouped wherever found necessary.

4. The company operates only in one business segment viz "Pharmaceutical Formulation" and is engaged in manufacturing and trading of medicines.

5. EARNING PER SHARE (IND AS-33)

The calculation of Earning per share (EPS) are based on the earnings and number of shares as computed below:

6. During the year, the company has undertaken a review of all fixed assets in line with the requirements of IND AS-28 on "Impairment of Assets". Based on such review, no provision for impairment is required to be recognized for the year.

7. Fair value of cash and current deposits, trade and other current receivable, trade payable, other current liabilities, current loans from banks and other institution approximate their carrying amount due to current maturities of these instruments.

8. As per the provisions of FCCB agreement, the FCCB was to be converted into equity shares by 01-02-2015. However, the bond holder have not exercise their option to convert the bonds into equity shares. Therefore, the company has made the provision of interest amount in the books of accounts.

9. Section 135 of the Companies Act, 2013, is not applicable for the company during the financial year 2017-18 as the profit of last three financial year calculated as per section 198 of the companies act was less than Rs. 5 crores .

10. There is no remittance in foreign currency on account of dividend.

11. Contingent Liabilities and Commitments

12. First time adoption of Ind AS:

Transition to Ind AS:

The Company has transitioned basis of accounting from Indian generally accepted accounting principles ("IGAAP") to Ind AS. The accounting policies have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the ‘transition date’.).

In preparing opening Ind AS balance sheet, the Company has adjusted amounts reported in financial statements prepared in accordance with IGAAP. On transition, the Company did not revise estimates previously made under IGAAP except where required by Ind AS.

A. Reconciliation of Equity reported

B. Reconciliation of Total Comprehensive Income

C. Reconciliation of Statement of Cash Flows

There were no material differences between Statements of Cash Flows presented under Ind AS and under IGAAP.

Auditors’. Report In term of our separate report of even date annexed here to.

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Mar 31, 2016

1. The previous year figures have been re-arranged and re-grouped where ever found necessary.

2. The company operates only in one business segment viz "Pharmaceutical Formulation” and is engaged in manufacturing and trading of medicines. Since in the opinion of management, the inherent nature of activities engaged by the company are governed by the same set of risks and rewards, so these have been grouped and identified as a single segment in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by ICAI.

3. During the year, the company has undertaken a review of all fixed assets in line with the requirements of AS-28 on "Impairment of Assets” issued by the Institute of Chartered Accountant of India. Based on such review, no provision for impairment is required to be recognized for the year.

4. I n the opinion of the board, and to the best of their knowledge and belief, the value on realization of the current assets, loans & advance shown in the Balance Sheet in the ordinary course of business will be at least equal to the amount at which they are stated in the Balance Sheet and provision for all known and determined liabilities has been made.

5 . As per the provisions of FCCB agreement, the FCCB was to be converted into equity shares by 01-02-2015. However, the bond holder have not exercise their option to convert the bonds into equity shares. Therefore, the company has made the provision of interest amount in the books of accounts.

6. During the previous year the CDR package as approved by the Corporate Debt Restructuring Cell (CDR Cell) as on 25.1 1.2014 is under implementation in the company.

Lenders with the approval of CDR EG shall have the right to recompense the reliefs / sacrifices / waivers extended by respective CDR lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the company and many other conditions, the outcome of which is currently materially uncertain. The tentative recompense amount up to 31.03.2016 comes to Rs.17.63 Crs. ( previous year Rs.12.47 Crs.).

7. As per section 135 of the Companies Act, 2013, company is required to spend 2% of average net profit of preceding three years on CSR activities. During the year there was a sharp fall in the liquidity position of the company due to dip in the sales & profitability specially in overseas markets, loss of tenders, stiff competition in generic product market, foreign exchange fluctuations resulting in rupees devaluation etc. During the financial year 2015-16 the financial position of the company was not Good.

Due to liquidity problem, Company had to go for restructuring of its bank debts under Corporate Debt Restructuring (CDR) mechanism.

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

8. The figures in the Balance Sheet and Profit & Loss Account for the year have been rounded off to nearest lacs.

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Mar 31, 2015

1 Other payables includes salary payable, sales tax, TDS payable and all other payables.

2 Inventories are valued as per method described in significant accounting policies.

3 The Company has sent letter of balance confirmation to all the parties but only a few have responded so far. So the balance in the party accounts whether in debit or credit are subject to reconciliation.

4 Balance with Banks includes Unclaimed Dividend of Rs. 45.56 Lacs (Previous Year Rs. 54.04 Lacs).

5 Fixed deposits with banks include deposits of Rs. Nil (Previous year Rs. 18.19 Lacs) with the maturity of more than 12 months.

6 An amount of Rs. 282.65 Lacs (Previous Year Rs. 367.74 Lacs) is held with Banks as margin money for Bank Guarantees/ Letter of Credit.

7 Other Loans and Advances includes Advances to suppliers, Prepaid Expenses, Advance Income Tax & TDS Receivable etc.

8 Other Operating Revenue includes Rs. 52.61 Lacs received / receivable from Government as Export Incentives.

As per Accounting Standard 15"Employee Benefits", the disclosures as defined in the Accounting Standard are given below:

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognised each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

9 The previous year figures have been re-arranged and re-grouped where ever found necessary.

10 The company operates only in one business segment viz. "PharmaceuticalFormulation" and is engaged in manufacturing and trading of medicines. Since in the opinion of management, the inherent nature of activities engaged by the company are governed by the same set of risks and rewards, so these have been grouped and identified as a single segment in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by ICAI.

11 During the year, the company has undertaken a review of all fixed assets in line with the requirements of AS-28 on "Impairment of Assets" issued by the Institute of Chartered Accountant of India. Based on such review, no provision for impairment is required to be recognized for the year.

12 During the year the Company has changed the depreciation policy from straight line method to Useful Life method of depreciation as prescribed in Schedule II of the Companies Act, 2013. Due to this change in the method of depreciation, the reported amount of depreciation is lower by 10.87 lacs. However depreciation on fixed assets whose useful life is already exhausted as on 01.04.2014 amounting to Rs. 247.04 lacs has been debited to General Reserve Account. The corresponding Deferred Tax Liability on such fixed assets amounting to Rs. 49.43 lacs has also been reserved and credited to General Reserve Account.

13 In the opinion of the board, and to the best of their knowledge and belief, the value on realization of the current assets, loans & advance shown in the Balance Sheet in the ordinary course of business will be at least equal to the amount at which they are stated in the Balance Sheet and provision for allknown and determined liabilities has been made.

14 As per the provisions of FCCB agreement, the FCCB was to be converted intoequity shares by 01-02-2015. However, the bond holder have not exercise their option to convert the bonds into equity shares. Therefore, the company has made he provision of interest amount in the books of accounts.

15 During the year, the Company's proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell (CDR Cell) on 25.1 1.2014 and communicated vide its Letter of Approval (LOA) dated December 17, 2014.

Lenders with the approval of CDR EG shall have the right to recompense the reliefs/ sacrifices/waivers extended by respective CDR Lenders as per th CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Tentative recompense amount comes to Rs. 12.47 crores in 2014-15.

16 The figures in the Balance Sheet and Profit & Loss Account for the year have been rounded off to nearest lacs.

Names of related parties and description of relationship:

1. Wholly Owned Subsidiary Venus Pharma GmbH

2. Associates Sunev Pharma Solutions Limited Spine Software Systems Pvt Limited

3. Key Management Personnel Mr. Pawan Chaudhary Mrs. Manu Chaudhary Mr. Peeyush Jain Mr. Ashutosh Jain

17 Contingent Liabilities and Commitments (Rs. in Lacs)

Particulars Current Year Previous Year

Contingent Liabilities

a) Letter of Credit / Bank Guarantees 222.98 81.43 — Inland

b) Bank Guarantees foreign 1.25 24.70

c) Letter of credit — Foreign 126.00 379.48

d) Interest on FCCB's - 84.07

e) Tax demand pending in appeal 208.03 140.11

Auditors' Report in term of our separate report of even date annexed here to.

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Mar 31, 2014

1.1 Balance with Banks includes Unclaimed Dividend of Rs.54.04 Lacs (Previous Year Rs.51.45 Lacs).

1.2 Fixed deposits with banks include deposits of Rs.18.19 Lacs (Previous year Rs.65.52 Lacs) with the maturity of more than 12 months

1.3 An amount of Rs.367.74 Lacs (Previous Year Rs.304.49 Lacs) is held with Banks as margin money for Bank Guarantees/Letter of Credit.

2.1 Other Loans and Advances includes Advances to suppliers, Prepaid Expenses, Advance Income Tax S TDS Receivable etc

2.1 Other Operating Revenue includes Rs.1.31 crores received/ receivable from Government as Export Incentives

As per Accounting Standard 15"Employee Benefits", the disclosures as defined in the Accounting Standard are given below

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method , which recognised each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation

NOTE: 3

The company operates only in one business segment viz. "Pharmaceutical Formulation" and is engaged in manufacturing and trading of medicines. Since in the opinion of management, the inherent nature of activities engaged by the company are governed by the same set of risks and rewards, so these have been grouped and identified as a single segment in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by ICAI

NOTE: 4

During the year, the company has undertaken a review of all fixed assets in line with the requirements of AS-28 on "Impairment of Assets" issued by the Institute of Chartered Accountant of India. Based on such review, no provision for impairment is required to be recognized for the year.

NOTE: 5

The company has continued investing in its intellectual Property rights and in result of that company has got many patents for its RSD products. This year company has been granted for patent rights for Elores from Japan, Achnil from USA and many more. Elores a block buster product of the company has been awarded the UBM India Pharma Award 2013

NOTE: 6

In the opinion of the board, and to the best of their knowledge and belief, the value on realization of the current assets, loans & advance shown in the Balance Sheet in the ordinary course of business will be at least equal to the amount at which they are stated in the Balance Sheet and provision for all known and determined liabilities has been made

NOTE: 7

As per the provisions of FCCB agreement, the FCCB will be converted into equity shares by automatic route without the option of bond holders. The conversion is due on 1st February, 2015. The foreign exchange rate has been fixed at Rs.45.06 per USD as per the FCCB agreement for the purpose of conversion

NOTE: 8

The figures in the Balance Sheet and Profit S Loss Account for the year have been rounded off to nearest lacs

Names of related parties and description of relationship :

1. Wholly Owned Subsidiary Venus Pharma GmbH

2. Associates Sunev Pharma Solutions Limited

Spine Software Systems Pvt Limited

3. Key Management Personnel Mr.Pawan Chaudhary

Mrs. Manu Chaudhary Mr. Peeyush Jain Mr. Ashutosh Jain

NOTE: 9 CONTINGENT LIABILITIES AND COMMITMENTS (Rs in Lacs) Year ended Year ended Paticular 31.3.2014 31.3.2014

Contingent Liabilities

a) Letter of Credit/ Bank Guarantees -Inland 81.43 357.18

b) Bank Guarantees foreign 24.70 40.48

c) Letter of credit-Foreign 379.48 1381.89

d) Interest on FCCB''s 84.07 100.89

e) Tax demand pending in appeal 140.11 38.72

NOTE: 10

In light of lending institutions" terms for Corporate Debt Rephasing which have mandated not to declare dividend for the year 2013-14. In compliance of such terms the recommendation of the dividend made on 13th August, 2014 stands withdrawn by the Board. Consequently the Board approved the revision of audited Financial Results for the year ended on 31st March, 2014 to the extent of removal of accounting for dividend S dividend tax for the year ended on 31st March, 2014. There is no other revision of the audited balance sheet

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Mar 31, 2013

NOTE : 1

The company operates only in one business segment viz. "Pharmaceutical Formulation" and is engaged in manufacturing and trading of medicines. Since in the opinion of management, the inherent nature of activities engaged by the company are governed by the same set of risks and rewards, so these have been grouped and identified as a single segment in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by ICAI.

NOTE : 2

During the year, the company has undertaken a review of all fixed assets in line with the requirements of AS-28 on "Impairment of Assets" issued by the Institute of Chartered Accountant of India. Based on such review, no provision for impairment is required to be recognized for the year.

NOTE : 3

The company has made investments in its intellectual Property rights wealth to extend its global reach, updation and commercialization of its R&D products. This year also company has been granted many patent rights and product registrations from countries like USA , Japan, Australia, South Korea, Canada , Mexico etc.

NOTE : 4

In the opinion of the board, and to the best of their knowledge and belief, the value on realization of the current assets, loans & advance shown in the Balance Sheet in the ordinary course of business will be at least equal to the amount at which they are stated in the Balance Sheet and provision for all known and determined liabilities has been made.

NOTE : 5

The figures in the Balance Sheet and Profit & Loss Account for the year have been rounded off to nearest lacs.

NOTE : 6 CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities

a) Letter of Credit / Bank Guarantees - Inland 357.18 253.7

b) Bank Guarantees foreign 40.48 11.85

c) Letter of credit - Foreign 1381.89 51.12

d) Interest on FCCB''s 100.89 94.73

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Mar 31, 2012

1.1 The company has issued 17.00 Lacs warrants @ Rs 212.20 /- each to be converted into equity shares as under :

9.00 Lacs warrants shall be converted into 9.00 Lacs equity shares on or before 31.03.2014

8.00 Lacs warrants shall be converted into 8.00 Lacs equity shares on or before 31.03.2013

2.1 Inventories are valued as per method described in significant accounting policies.

3.1 The Company has sent letter of balance confirmation to all the parties but only a few have responded so far. So the balance in the party accounts whether in debit or credit are subject to reconciliation.

4.1 Balance with Banks includes Unclaimed Dividend ofRs. 46.85 Lacs (Previous Year Rs 45.57 Lacs)

4.2 Fixed deposits with banks include deposits of Rs 1.30 Lacs (Previous year Rs 0.30 Lacs) with the maturity of more than 12 months.

4.3 An amount of Rs 192.65 Lacs (Previous Year Rs 78.44 Lacs) is held with Banks as margin money for Bank Guarantees/ Letter of Credit

5.1 Other Loans and Advances includes Advances to suppliers , Prepaid Expenses , Advance Income Tax Et TDS Receivable etc.

As per Accounting Standard 15"Employee Benefits", the disclosures as defined in the Accounting Standard are given below :

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method , which recognised each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

NOTE: 6

During the year company has issued 17.00 lacs. Share warrants to Sunev Pharma Solutions Limited. Allotted 6.00 lacs. Shares on conversion of already issued 6.00 lacs share warrants. The Company has also allotted 12,894 equity shares to FCCB holders as per the option exercised by bond holders.

NOTE: 7

The Company operates only in one business segment viz. "Pharmaceutical Formulation" and is engaged in manufacturing and trading of medicines. Since in the opinion of management, the inherent nature of activities engaged by the Company are governed by the same set of risks and rewards, so these have been grouped and identified as a single segment in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by ICAI.

NOTE: 8

During the year, the Company has undertaken a review of all fixed assets in line with the requirements of AS-28 on "Impairment of Assets" issued by the Institute of Chartered Accountant of India. Based on such review, no provision for impairment is required to be recognised for the year.

NOTE: 9

Similar to the previous years, the Company has made investments in its intellectual Property rights wealth, R Et D Equipments and infrastructure during the current year also. As a result of it, the Company has been granted patents rights from USA, Japan, South Africa among others. The company has got the patent award from Phamexcil for the Financial Year 2011-12. Company's new REtD product ACHNIL, a once a day pain killer has been awarded the BIOSPECTRUM PRODUCT OF THE YEAR.

NOTE: 10

In the opinion of the board, and to the best of their knowledge and belief, the value on realisation of the current assets, loans Et advance shown in the Balance Sheet in the ordinary course of business will be at least equal to the amount at which they are stated in the Balance Sheet and provision for all known and determined liabilities has been made.

NOTE: 11

The figures in the Balance Sheet and Profit Et Loss Account for the year have been rounded off to nearest lacs.

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Mar 31, 2011

1. The figures for the year have been re-grouped / re-arranged / re-cast wherever necessary to make it comparable.

2. A sum of Rs. NIL (Previous Year 82,998) (Maximum outstanding during the year Rs. 78,536/- Previous year 418,055/-) is due from Directors of the company being imprest for traveling, conveyance and other charges.

3. Fixed deposits with banks of Rs. 7,844,212 (previous year Rs. 8,790,000) as pledged as Margin Money with banks.

4. Expenses includes Rs. 124,180/- (P/Y Rs. 76,100-) as expenses relating to previous years.

5. Income includes Rs. NIL/- (P/Y Rs. 600) as income related to previous year.

6. Disclosure as required by AS-18 (Related Party) issued by ICAI

i) List of related parties where control exist and related parties with whom transactions have taken place and relationship:

S. No. Name of Related Party Relationship

1 Venus Pharma GmbH Wholly owned Subsidiary Company

2 Sunev Pharma Solutions Ltd. Associates

3 Mr. Pawan Chaudhary

Mrs. Manu Chaudhary

Key Managerial Personnel Mr. Peeyush Jain

Mr. Ashutosh Jain

7. The company operates only in one business segment viz. "Pharmaceutical Formulation" and is engaged in manufacturing and trading of medicines. Since in the opinion of management, the inherent nature of activities engaged by the company are governed by the same set of risks and rewards, so these have been grouped and identified as a single segment in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by ICAI.

8. In the opinion of the board, and to the best of their knowledge and belief, the value on realization of the current assets, loans & advance shown in the Balance Sheet in the ordinary course of business will be at least equal to the amount at which they are stated in the Balance Sheet and provision for all known and determined liabilities has been made.

9. Some of suppliers of material have been identified as small scale industrial undertaking on the basis of information available with the company. However none of these parties has an outstanding credit balance exceeding Rs. 100,000.00 as on 31.03.2011

10. Contingent Liabilities (AS-29)

Particulars Current Year Previous Year

(Not provided for in the books of accounts

(a) Letter of Credit / Bank Guarantees-Inland 204.82 Lacs 423.01 Lacs

(b) Bank Guarantee Foreign 53.53 Lacs 73.42 Lacs

(c) Letter of Credit Foreign 189.95 Lacs 248.74 Lacs

11. During the year the company has issued 12, 00,000 Share warrants to Sunev Pharma Solutions Limited out of which 6, 00,000 warrants are converted into 6,00,000 equity shares. The company has also allotted 37,137 equity shares to FCCB holders.

12. The Company has taken a step towards advancement, and has decided to set up a global marketing chamber at Derabassi, Mohali.

13. During the year, the company has undertaken a review of all fixed assets in line with the requirements of AS-28 on "Impairment of Assets" issued by the Institute of Chartered Accountant of India. Based on such review, no provision for impairment is required to be recognized for the year.

14. The figures in the Balance Sheet and Profit & Loss Account for the year have been rounded off to nearest multiple of rupee.

15. The company has provided for gratuity and leave encasement as per valuation which was done as required under accounting standard (AS-15) "accounting for retirement benefits".

16. The company is continuously making investments in its intellectual Property rights wealth. This year company has filed more patents in different countries for its Research products. As a result of huge past and present investments in R&D Pilot Plant and equipment, the R&D wing of the company is day by day giving new products to the company and has also got renewal of recognition from Department of Scientific and Industrial Research, New Delhi for a period of five years.

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Mar 31, 2010

1. A sum of Rs 82,998 (Previous Year Rs NIL) (Maximum outstanding during the year Rs 4,18,055/-. Previous year Rs 5,68,030/) is due from Directors of the company being imprest for Travelling, conveyance and other charges.

2. Fixed deposits with banks of Rs 87,90,000.00 (previous year Rs 56,44,235) as pledged as Margin Money with banks.

3. Expenses includes Rs 76,100/- (P/Y Rs 1,79,630-) as expenses relating to previous years.

4. Income includes Rs 600/- (P/Y NIL) as income related to previous year.

5. The company has carried on making investments in its Intellectual Property Rights Wealth. In result of the IPR Investments in previous years company has got patents of its Research products like Salbactomax, Potentox, Tobracef, Aceclofenac in many countries.This year company has filed many patents in different Countries for its Research products and has successfully out licensed salbactomax to a Korean company. The Company has got Market Authorisation from Portugal and added one more product to its high potency research product basket called Mebatic. To maintain the quality standard and further improvement in quality of products, company is making investment for automisation of its existing Plant & Machinery, Equipments and other quality instruments. In result of huge past and present investment in R&D Pilot Plant and equipments, the R&D wing of the company is day by day giving new products to the company and has also got approval from Department of Scientific & Industrial Research, New Delhi under Section 35 ( 2AB) of Income Tax Act, 1961. This will enhance the financial benefits to company and further accelerate the R & D efforts & activities of the company.

6. The company operates only in one business segment viz. "Pharmaceutical Formulation" and is engaged in manufacturing and trading of medicines. Since in the opinion of management, the inherent nature of activities engaged by the company are governed by the same set of risks and rewards, so these have been grouped and identified as a single segment in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by ICAI.

7. In the opinion of the board, and to the best of their knowledge and belief, the value on realisation of the current assets, loans & advance shown in the Balance Sheet in the ordinary course of business will be at least equal to the amount at which they are stated in the Balance Sheet and provision for all known and determined liabilities has been made.

8. The wholly Owned Subsidiary "Venus Pharma GmbH" was operated at Werne, Germany, Accordingly, the Balance sheet of Wholly Owned Subsidiary has been consolidated along with the Present Company in accordance with the Accounting Standard on Consolidated Financial Statement" (AS-21).

9. The Company and the bondholders had arrived at an agreement for settlement of FCCBs of US$ 14 million (Including interest of US$ 2 million). According to the agreement US$ 9 million was to be paid in cash and US$ 5 million was to be rollover for a period of 5 years. As per the convenience of both the parties US$ 9 million has been paid. The company has also received approval of Reserve Bank of India for the rollover of FCCBs of US$ 5 million for a period of five years. With this, the entire issue of FCCB has been fully and finally settled with the FCCB holders.

10. Some of suppliers of material have been identified as small scale industrial undertaking on the basis of information available with the company. However none of these parties has an outstanding credit balance exceeding Rs 1,00,000.00 as on 31.03.2010.

11. Contingent Liabilities: (Not provided for in the books of accounts

Current Year Previous Year

a) Letter of Credit / Bank Guarantees-Inland 423.01 Lacs 219.90 Lacs

b) Bank Guarantee Foreign 73.42 Lacs 6.25 Lacs

c) Letter of Credit Foreign 248.74 Lacs 257.12 Lacs

12. During the year, the company has undertaken a review of all fixed assets in line with the requirements of AS-28 on "Impairment of Assets" issued by the Institute of Chartered Accountant of India. Based on such review, no provision for impairment is required to be recognised for the year.

13. The figures in the Balance Sheet and Profit & Loss Account for the year have been rounded off to nearest multiple of Rs.

14. The company has provided for gratuity and leave encashment as per valuation which was done as required under accounting standard (AS-15) "accounting for retirement benefits".