To
The Members of BETA DRUGS LIMITED
Your Directors take pleasure in presenting the 18thAnnual
Report of the Company together with the Audited Accounts for the financial year ended on
31st March, 2023. The Management Discussion and Analysis has also been
incorporated in this report.
? FINANCIAL SUMMARY/HIGHLIGHTS:
The brief financial results are as under:
PARTICULARS |
STANDALONE (Amount in Lacs) |
CONSOLIDATED (Amount in
Lacs) |
|
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
Revenue from Operations |
15,787.46 |
12,484.68 |
22,711.36 |
18,383.74 |
Other Income |
104.28 |
85.79 |
75.35 |
75.69 |
Total Revenue |
15,891.74 |
12,570.47 |
22,786.71 |
18,459.43 |
Less: Other expenses excluding depreciation |
12751.31 |
10,007.53 |
17,640.06 |
14,303.87 |
Less: Depreciation & Preliminary expenses written off |
619.48 |
546.78 |
1,041.00 |
725.42 |
Profit / (loss) before Taxation |
2,520.95 |
2,016.16 |
4,105.65 |
3,430.14 |
Less : Provision for Taxation |
|
|
|
|
Current Tax |
668.39 |
615.06 |
1085.85 |
950.62 |
Deferred Tax |
-29.05 |
-23.54 |
-52.07 |
-3.23 |
Profit/ (loss) after Taxation |
1,881.61 |
1,424.65 |
3,071.87 |
2,482.75 |
? DIVIDEND:
The Board of Directors has not recommended any dividend for the year.
? TRANSFER TO RESERVE:
Profit of Rs.18881.61 lakhs was transferred to surplus a/c.
? REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
During the year, your Company has emerged as one of the fastest growing
company in the Oncology product segment which has contributed to significant increase in
the profitability of the company.
STANDALONE:
During the year, Revenue of the Company increased by 26.42% i.e. from
Rs 12,570.47 lakhs to Rs 15,891.74 lakhs .Profit before tax increased by 25.04% i.e. from
Rs. 2,016.16 lakhs to Rs.2,520.95 lakhs. Profit after tax increased by 32.07% i.e. from
Rs. 1424.65 lakhs to Rs.1881.61 lakhs.
CONSOLIDATED:
The Consolidated Financial Statements of the Company have been prepared
as per Accounting Standard of the Institute of Chartered Accountants of India. During the
year, Company's consolidated Revenue increased by 23.44% i.e. from Rs. 18,459.43lakhs to
Rs.22,786.71 lakhs. Profit before tax increased by 19.69% i.e. from Rs.3430.14 lakhs to
Rs.4105.65lakhs. Profit after tax increased by 23.73% i.e. from Rs.2482.75 lakhs to
Rs.3071.87 lakhs.
? CHANGE IN THE NATURE OF BUSINESS:
During the year the Company has not changed its business.
? MATERIAL CHANGES:
There are no Material change occurred between the end of the financial
year of the company to which the financial statements related and the date of the report,
which is affecting the financial position of the company.
? LISTING:
The Equity Shares of the Company are listed on SME Platform of National
Stock Exchange of India Limited (NSE Emerge).
The Company is regular in payment of Annual Listing Fees. The Company
has paid Listing fees up to the year 2023-24.
? SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
Company has following Subsidiary Companies:-
? Beta Ubk International Private Limited, subsidiary in
Uzbekistan having works & registered office at: 27, Alimkent Street, Yashnabad
District, Tashkent City, Uzbekistan with 60% Shareholding.
Business: Manufacturing of Oncology Products.
? Adley Formulations Private Limited, a wholly owned
subsidiary of Beta Drugs Limited having Registered office at SCO-184, Sector-5, Panchkula,
Haryana-134114 & Works at Kotla, Barotiwala, Distt Solan, Himachal Pradesh with
100% Shareholding
Business: Manufacturing & Trading of Oncology Products
? Adley Lab Limited, a wholly owned subsidiary of Beta Drugs
Limited having Registered office & Works at D-27, Focal Point, Derabassi-140507 (SAS
Nagar, Mohali) with 100% Shareholding
Business: Manufacturing of Oncology API
Beta Research Private Limited, a wholly owned subsidiary of
Beta Drugs Limited having Registered office at SCO-184, 1st Floor, Sector-5,
Panchkula, Haryana-134114 with 100% Shareholding.
A statement containing the salient feature of the financial statement
of Subsidiary company under the first proviso to sub-section (3) of section 129 in form
AOC - 1 is appended as Annexure - 5
The Company is not having any other Joint Venture or Associate Company.
? PERFORMANCE OF SUBSIDIARY COMPANIES:
? Beta Ubk International Private Limited is engaged primarily in
manufacturing of Oncology Products. There were no commercial transactions during
the year.
? Adley Formulations Private Limited is engaged primarily in Manufacturing
& Trading of Oncology Products. During the period under review, Adley
Formulations Private Limited achieved a turnover of Rs 5,820.54 lakhs with a
profitability ofRs644.42 lakhs.
? Adley Lab Limited is engaged in manufacturing of
Oncology API. During the period under review, Adley Lab Limited achieved a
turnover of Rs 4276.94lakhs with a profitability of Rs 545.84lakhs.
? Beta Research Private Limited, there is no operations till
date.
Therefore Adley Formulations Private Limited and Adley Lab Limited
played a significant role toward the increase in the overall profitability of the company.
? REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:
During the year, the financial statement or report was not revised.
Hence further details are not applicable.
? INCREASE IN AUTHORISED SHARE CAPITAL:
During the year under review there is no change in the authorized Share
capital of the company.
? ALLOTMENT OF SHARES:
During the financial year 2022-23 the Company has not allotted any
shares
? DEMATERIALISATION OF EQUITY SHARES:
The entire Shareholding of the Company is in Demat mode.
? DEPOSITORY SYSTEM:
As the Members are aware, your Company's shares are trade-able
compulsorily in electronic form and your Company has established connectivity with both
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered by the depository system, the
members are requested to avail the facility of dematerialization of the Company's share s
on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE351Y01019.
? DIRECTORS & KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr.
Rahul Batra (DIN: 02229234)&Mr. Ashutosh Shukla (DIN: 09461568), Directors
of the Company retires by rotation at the ensuing Annual General Meeting and being
eligible, has offered themselves to be re-appointed as Directors of the Company.
The Board recommends the re-appointment of Mr. Rahul Batra (DIN:
02229234) &Mr. Ashutosh Shukla (DIN: 09461568), as Director of the Company liable
to retire by rotation.
Brief profile of the directors seeking appointment/re-appointment and
other details including remuneration etc has been given in the Annexure-1 of the
notice of the ensuing AGM.
? DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable
Indian accounting standards had been followed along with proper explanation relating to
material departures;
2. that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;
3. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. that the Directors had prepared the annual accounts on a going
concern basis; and
5. that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
6. that the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
? FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the board as a whole and performance of the
chairman was evaluated, taking into account the views of executive directors and non
executive directors. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.
? NUMBER OF MEETINGS OF BOARD:
During the FY 2022-23, the Board of Directors met thirteen times viz. 1st
April, 2022, 27th April, 2022, 13thMay, 2022,4th June,
2022, 16th June, 2022, 20th July, 2022,28th July, 2022,5th
August, 2022, 30thAugust, 2021, 27th September, 2022,13th
October, 2022, 27th October, 2022,&16thFebruary, 2023.
Name of the Director |
Number of Board Meetings Attended |
Rahul Batra |
13 |
Varun Batra |
13 |
Balwant Singh |
13 |
Rohit Parti |
13 |
Manmohan Khanna |
13 |
Seema Chopra |
13 |
Ashutosh Shukla |
13 |
Last Annual General Meeting of the company was held on 29th
September, 2022.
During the Financial year 2022-23no Extraordinary General Meeting was
held. No item was required to be passed through postal ballot during the Financial year
2022-223.
? DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each Independent
Director/s under section 149(7) of the Companies Act, 2013 that they meets the criteria of
Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Independent Directors
have complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.
? ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY
SHARES /EMPLOYEE STOCK OPTION SCHEME:
During the year, the Company has not issued any equity shares with
differential voting rights or sweat equity shares or shares under employee stock option
scheme Hence disclosure regarding the same is not given.
? AUDITORS' REPORT:
M/s Kalra Rai & Associates, Chartered Accountants, Chandigarh, Firm
Registration Number 008859N have issued their Report (Standalone & Consolidated) for
the financial year ended on March 31, 2023 forms part of this Annual Report and the same
does not contain any qualification, reservation or adverse remark hence no explanation or
comments of the Board is required in this matter.
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013.
? COMMENTS ON AUDITOR'S REPORT:
The notes referred to in the Auditor Report are self-explanatory and
they do not call for any further explanation as required under section 134 of the
Companies Act, 2013.
? COST AUDITOR:
The Board of Directors of your Company has appointed M/s Charu Jindal
& Company, Cost Accountants, Dehradun as Cost Auditors to conduct audit of the Cost
Records for Financial Year to be ended on March 31, 2024.
? COST RECORDS:
The Central Government has prescribed the maintenance of cost records
under section 148(1) of the act, for the goods supplied by the Company. The Company had
maintained proper cost records. Cost Audit Report for the financial year 2022-23 is being
filed.
? INTERNAL AUDITOR:
The Board of Directors of your company has appointed M/s Srivastava
V.K. & Associates, Chartered Accountants, Chandigarh as Internal Auditors to conduct
Internal audit for Financial Year to be ended on March 31, 2024.
? SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Dinesh Bhandari, Company Secretary to undertake the Secretarial
Audit of the Company for Financial Year to be ended on March 31, 2024.
The Secretarial Audit Report for the FY 2022-23 is annexed herewith as
"Annexure-2".
? MANAGEMENT COMMENTS TO THE SECRETARIAL AUDITOR
QUALIFICATION/OBSERVATIONS:
Audit Qualifications/Observations |
Management Comments |
1. Section 178 (1) of Companies Act, 2013 requires
Composition of Nomination and remuneration committee of 3 or more non executive director,
whereas Company has only 2 non executive directors in the Committee. It is also further
drawn to your attention that there is a shortfall of one independent Director w.e.f.
20.1.2022 required u/s 149(4) of the Companies Act, 2013 as per strength of Board of
Directors of Company. |
The company is in the process of finding the suitable
candidate and will fill the vacancy of Independent Director. After appointing the
Independent Director, the composition of Nomination and Remuneration Committee will be as
per the requirement of Section 178 (1) of Companies Act, 2013. |
2. (i)Clause 33(3)(d) of LODR- submission of non
consolidated annual audited financial results as at 31.3.2023 to Stock Exchange with
respect to non operative foreign subsidiary viz. Beta UBK International Pvt. Ltd.
Compliance required u/s 129, 136 and other relevant provisions of Companies Act, 2013 with
respect to (non-operative) foreign subsidiary viz. Beta UBK International Pvt. Ltd not
made inter-alia Consolidation of Annual Audited Financial Statements as at 31.3.2023,
Standalone financial statements as at 31.3.2023 / Statement containing salient features
thereof required not attached with annual report. Unaudited financials of non operative
wholly owned subsidiary Beta Research Pvt Ltd, were consolidated. ii) Annual performance
report (APR) for calendar year 2022 not filed to authorized dealer bank in respect of Beta
UBK International Pvt. Ltd., foreign subsidiary. |
(i) Since the production facility in Beta UBK International
Pvt. Ltd was not operational till Balance Sheet date and the subsidiary is non operational
since incorporation, therefore financials of Beta Ubk International was not consolidated.
Beta Research Pvt. Ltd is 100% subsidiary, however, the accounts were skipped to be
audited though the consolidation was done, as there was only one transaction of capital
induction and no other transaction was there. However it was audited on 28.08.2023. (ii)
The company is non-operative therefore APR is not yet filed. |
? INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY:
The Company has a proper and adequate system of internal controls,
commensurate with the size scale and complexity of its operations. This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded
and protected against loss from unauthorized use or disposition. In addition, there are
operational controls and fraud risk controls, covering the entire spectrum of internal
financial controls. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the audit committee of the Board and to the Chairman
and Managing Director. The Internal Audit department monitors and evaluate the efficiency
and adequacy of the internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
report of internal audit functions, process owner undertake corrective actions in their
respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board.
? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:-
The Company has internal Auditors and the Audit Committee constituted
are in place to take care of the same. During the year, the Company continued to implement
their suggestions and recommendations to improve the control environment. Their scope of
work includes review of processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal
control strengths in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of Audit Committee on
an ongoing basis to improve efficiency in operations.
? AUDIT COMMITTEE:
As required under the provisions of section 177 of the Companies Act,
2013 and Rules made there under the Board of Director constituted the Audit Committee.
The composition of the committee is as follows:-
1. Mr.Manmohan Khanna |
Chairman |
2. Mr.Rohit Parti |
Member |
4. Mr.Rahul Batra |
Member |
During the year, Audit Committee has met four times details of the same
are as follows:
Sr. No Date of Meeting |
Strength of Committee |
No. of Members Present |
1. 1st April, 2022 |
3 |
3 |
2. 27th April,2022 |
3 |
3 |
3. 30thAugust, 2022 |
3 |
3 |
4. 27thOctober, 2022 |
3 |
3 |
The term of references of audit committee are to recommend for
appointment of statutory auditor, approve related party transactions, examination of
financial statements and auditor's report, scrutinize inter corporate loans and
investments, evaluation of internal financial control and risk management, review and
monitor auditors independence and performance and effectiveness of audit process.
? NOMINATION & REMUNERATION COMMITTEE:
As required under the provisions of section 178 of the Companies Act,
2013 and Rules made there under the Board of Director constituted the Nomination and
Remuneration Committee.
The composition of the committee is as follows:-
1. Mr. Manmohan Khanna |
Chairman |
2. Mr. Rohit Parti |
Member |
3. Mr. Rahul Batra |
Member |
During the year, three meeting of the nomination and remuneration
committee was held. Details of the Meeting are as follows:
Sr. No Date of Meeting |
Strength of Committee |
No. of Members Present |
1. 13th May, 2022 |
3 |
3 |
2. 20th July, 2022 |
3 |
3 |
2. 30thAugust, 2022 |
3 |
3 |
Remuneration Policy: Website link:-
http://www.betadrugslimited.com
(a) Remuneration to Executive Directors:
The remuneration paid to executive directors of the Company is
recommended by the Nomination and Remuneration Committee of the Company and then Board of
the Company approve in their duly held meeting. The remuneration of executive directors
are decided by considering various criteria like qualification, experience,
responsibilities, value addition to the Company and financial position of the Company.
Board is taking permission of the members if required at any time for paying remuneration
to executive directors.
(b) Remuneration to Non-Executive Directors:
Company is not paying any remuneration to non-executive and independent
directors of the Company except sitting fees of Rs 1000/- per meeting.
? STAKEHOLDERS RELATIONSHIP COMMITTEE:
As required under the provisions of section 178 of the Companies Act,
2013 and Rules made there under the Board of Director constituted the Stakeholders
Relationship Committee.
The composition of the committee is as follows:-
1. Mr. Manmohan Khanna |
Chairman |
2. Mr.Rohit Parti |
Member |
4. Mr. Rahul Batra |
Member |
The Company has not received any complaints during the year. There was
no valid request for transfer of shares pending as on 31st March, 2023.Mrs.Rajni Brar,
Company Secretary is the Compliance Officer for the above purpose.
During the year, two meeting of the Stakeholders Relationship Committee
was held. Details of the Meeting are as follows:
Sr. No Date of Meeting |
Strength of Committee |
No. of Members Present |
1. 27thApril, 2022 |
3 |
3 |
2. 16th February, 2023 |
ALIGN='RIGHT'>3 |
3 |
? POLICY ON PRESERVATION OF THE DOCUMENTS:
The Company has formulated a Policy pursuant to Regulation 9 of the
Securities Exchange Board of India (Listing obligations and Disclosure Requirements)
Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure
safe keeping of the records and safeguard the Documents from getting manhandled, while at
the same time avoiding superfluous inventory of Documents.
? WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide
appropriate Avenues to the employees to bring to the attention of the management, the
concerns about any unethical behaviour, by using the mechanism provided in the Policy. In
cases related to financial irregularities, including fraud or suspected fraud, the
employees may directly approach the Chairman of the Audit Committee of the Company. No
director or employee has been denied access to the Audit Committee.
The Policy provides that no adverse action shall be taken or
recommended against any employee in retaliation to his/her disclosure, if any, in good
faith of any unethical and improper practices or alleged wrongful conduct. This Policy
protects such employees from unfair or prejudicial treatment by anyone in the Company. The
same is available on the Company's Web www.betadrugslimited.com.
? POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:
The Policy is framed in accordance with the requirements of the
Regulation 30 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to
determine materiality of events or information of the Company and to ensure that such
information is adequately disseminated in pursuance with the Regulations and to provide an
overall governance framework for such determination of materiality.
? RISK MANAGEMENT POLICY/PLAN:
It may please be noted that as our Company is not falling in the
applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
Hence, the company has not developed and implemented any risk
management policy/plan but the Company has adequate internal control systems and
procedures to combat the risk.
? VIGIL MECHANISM:
It may please be noted that as our Company is not falling in the
applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
Hence, there is no vigil mechanism in the company.
? CODE OF BUSINESS CONDUCT AND ETHICS:
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, the code of Internal Procedures and code for prevention of
insider trading ("Code of Conduct"), as approved by the Board from time to time,
are in force by the Company. The objective of this Code of Conduct is to protect the
interest of shareholders at large, to prevent misuse of any price sensitive information
and to prevent any insider trading activity by dealing in shares of the Company by its
Directors, designated employees and other employees.
The Company also adopts the concept of Trading Window Closure, to
prevent its Directors, Officers, designated employees and other employees from trading in
the securities of Beta Drugs Limited at the time when there is unpublished price sensitive
information.
The COC is available on the website of the Company
www.betadrugslimited.com and the Directors and senior management personnel's of the
company has complied with the code of conduct.
? DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The company has a policy and it provides for protection against sexual
harassment of woman at work place and for prevention and redressal of such complaints. The
Company has zero tolerance on Sexual Harassment at workplace. During the year under
review, no complaints were received against the sexual harassment at workplace. The
Complaint Committee for Redressal of Sexual Harassment consists of the following members:-
1. Mrs. Salita Chauhan, |
Presiding Officer |
2. Mrs. Parul Thakur |
Member |
3. Ms. Sonia Nawani, |
Member |
4. Mr. Balwant Singh, |
Member |
5. Mr. Rajeev Kumar Sharma, Advocate |
Member |
? REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
The Company's shareholders may refer the Company's website for the
detailed Nomination & Remuneration Policy of the Company on the appointment and
remuneration of Directors including criteria for determining qualifications, positive
attributes, independence of a Director; and other matters provided under sub-section (3)
of section 178.
The Company's remuneration policy is directed towards rewarding
performance based on review of achievements periodically.
The remuneration policy is in consonance with the existing industry
practice.
? ANALYSIS OF REMUNERATION:
Disclosure/details pursuant to provisions of Section 197(12) of the
Companies Act 2013 read with Companies (appointment and Remuneration of managerial
personnel) Rules, 2014 are given as follows:-
1) The percentage increase in Remuneration of each Director, Chief
Financial Officer and Company Secretary in the financial year 2022-23 and ratio of
remuneration of each key managerial personnel (KMP) against the performance are as under:-
Sr No. Name of Director/KMP and Designation |
Remuneration of Director/KMP for the
Financial Year 2022-23 (In Rs.) |
%age Increase in Remuneration for the
Financial Year 2022-23 |
Ratio of Remuneration of each director to
the Median Remuneration of Employees |
1. Mr. Varun Batra, Whole Time Director |
1,21,00,000 |
44.05% |
79.52 |
2. Mr. Rahul Batra, Whole Time Director |
1,21,00,000 |
44.05% |
79.52 |
3. Mr. Balwant Singh, Whole Time Director |
26,61,560 |
24.86% |
17.50 |
4. Mr. Ashutosh Shukla, Whole Time Director |
42,22,996 |
- |
27.75 |
5. Mrs. Seema Chopra, Whole time Director |
8,87,228 |
29.10% |
5.83 |
6. Mr. Manmohan Khanna, Independent Director |
NIL |
NIL |
NIL |
7. Mr. Rohit Parti, Independent Director |
NIL |
NIL |
NIL |
8. Mrs. Rajni Brar, Company Secretary |
8,39,727 |
9.19% |
5.52 |
9. Mr. Nipun Arora, CFO |
26,23,256 |
15.40% |
17.24 |
2) The Median Remuneration of Employees of the Company during the
financial year 2022-23 was Rs.1,52,152/-
3) There was an increase of13.88%in median remuneration of employees
during the financial year.
4) The number of permanent employees on the rolls of the Company is 315
for the year ended March 31, 2023.
5) There was an increase of 42.81% in salaries of employees other than
the managerial personnel during the financial year 2022-23 while the increase in the
remuneration of managerial personnel was 32.66%. The aggregate limit of remuneration of
managerial personnel was reviewed and revised, keeping in view the need for leveraging
experience and expertise as well as rewarding talent and the prevailing trend in the
industry. Therefore increase in the managerial remuneration is justified.
6) It is affirmed that remuneration paid during the year ended March
31st, 2023 is as per the Remuneration Policy of the Company.
7) There is no employee withdrawing remuneration equal to or more than
the limit prescribed in rule 5 (2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014.
? PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There was no employee drawing remuneration in excess of limits
prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
? REGULATORY ORDERS:
During the year, there were no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and Company's
operations in future.
? CSR COMMITTEE:
As required under the provisions of section 135 of the Companies Act,
2013 and Rules made there under the Board of Director constituted the Stakeholders
Relationship Committee.
The composition of the committee is as follows:-
1. Mr. Rahul Batra |
Chairman |
2. Mr. Varun Batra |
Member |
3. Mr. Rohit Parti |
Member |
During the year, four meeting of the Corporate Social Responsibility
Committee was held. Details of the Meeting are as follows:
Sr. No Date of Meeting |
Strength of Committee |
No. of Members Present |
1. 30thAugust, 2022 |
3 |
3 |
2. 15th November,2022 |
3 |
3 |
3. 3rd January,2023 |
3 |
3 |
4. 7th March, 2023 |
3 |
3 |
The Committee has been entrusted with the responsibility of formulating
and recommending to the Board, a Corporate Social Responsibility Policy (CSR
Policy),indicating the activities to be undertaken by the Company, recommending the amount
to be spent on CSR activities and monitoring the implementation of the framework of the
CSR Policy.
The Company has provided for the corporate social responsibility as per
Section 135 of the Companies Act 2013 i.e. Rs. 29,17,943.00during the year being 2%
of the average net profits for the immediately preceding three Financial Years. The actual
amount spent during the financial year was Rs. 29,28,000.00 on eligible projects/
activities approved by the Board on the recommendation of the CSR Committee. Brief
particulars of the CSR projects undertaken are given in Annexure 3, forming part of
the Board's Report.
? DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014.
(A)CONSERVATION OF ENERGY:
(i) the steps taken or impact on conservation of energy |
The Company accords high priority to
conservation of energy. However, there are no specific steps taken in this regard. |
(ii) the steps taken by the company for utilizing alternate
sources of energy |
The Company is not utilizing alternate
sources of energy. |
(iii) the capital investment on energy conservation
equipments |
NIL |
(B) TECHNOLOGY ABSORPTION:
(i) the efforts made towards technology absorption |
NIL |
(ii) the benefits derived like product improvement, cost
reduction, product development or import substitution |
NIL |
(iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year) (a) the details of
technology imported; (b) the year of import; (c )whether the technology been fully
absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; and |
The Company has not imported any technology
during the year. Hence, there are no details to be furnished under this clause. |
(iv) the expenditure incurred on Research and Development |
Rs 2,53,26,735.97 |
(C)Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows are given
below:
Particulars |
Amt. as on 31.3.2023 |
Amt. as on 31.3.2022 |
Earnings in Foreign Exchange |
27,82,93,667.94 |
15,17,67,682.14 |
Foreign Exchange Outgo |
4,79,58,756.36 |
45,84,461.22 |
? INTERNAL FINANCIAL CONTROL:
The Company has a well placed, proper and adequate internal financial
control system which ensures that all the assets are safeguarded and protected and that
the transactions are authorized recorded and reported correctly.
The internal audit covers a wide variety of operational matters and
ensures compliance with specific standard with regards to availability and suitability of
policies and procedures. During the year no reportable material weakness in the design or
operation were observed.
The Directors has laid down internal financial controls to be follo0wed
by the Company and that such internal financial controls are adequate and have been
operating effectively.
? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
? AGREEMENTS THAT SUBSIST AS ON THE DATE OF NOTIFICATION OF CLAUSE 5A
TO PARA A OF PART A OF SCHEDULE III. THEIR SALIENT FEATURES. INCLUDING THE LINK TO THE
WEBPAGE WHERE THE COMPLETE DETAILS OF SUCH AGREEMENTS ARE AVAILABLE- N.A.
? DEPOSITS:
The Company has not invited/ accepted any deposits from the public
during the year ended March 31, 2023. There were no unclaimed or unpaid deposits
outstanding as on March 31, 2023. No unsecured loan has been received from the
Directors of the company.
? CORPORATE GOVERNANCE:
It may please be noted that as our Company is not falling in the
applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
Hence, the Report on Corporate Governance is not forming part of the
Directors' Report.
? TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
? ANNUAL RETURN:
Annual Return is available on the Company's website at
www.betadrugslimited.com.
? PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
Company has provided the following loans, investments or guarantees
under section 186 of the Companies Act, 2013 as on 31st March, 2023:-
PARTICULARS |
During the financial year 2022-23 |
Amount as on 31st March, 2023 |
LOANS GIVEN BY COMPANY |
|
|
LOAN TO ADLEY LAB LIMITED (Wholly-owned Subsidiary) |
47,50,000.00 |
1,98,46,255.00 |
LOAN TO ADLEY FORMULATIONS PRIVATE LIMITED (AFPL)
(Wholly-owned Subsidiary) |
|
2,86,22,788.00 |
TOTAL |
47,50,000.00 |
4,84,69,043.00 |
INVESTMENTS MADE BY COMPANY |
|
|
INVESTMENT IN BETA UBK INTERNATIONAL PVT. LTD. |
Nil |
77,89,905.49 |
INVESTMENT IN ADLEY FORMULATION PVT. LTD. |
Nil |
1,26,00,000.00 |
INVESTMENT IN ADLEY LAB LTD. |
Nil |
4,50,40,000.00 |
INVESTMENT IN BETA RESEARCH PVT. LTD. |
1,00,000.00 |
1,00,000.00 |
TOTAL |
1,00,000.00 |
6,55,29,905.49 |
GUARANTEES GIVEN BY COMPANY |
|
|
GUARANTEE GIVEN TO ICICI BANK FOR ADLEY FORMULATIONS PRIVATE
LIMITED (Wholly- owned Subsidiary) |
Nil |
11,19,00,000.00 |
GUARANTEE GIVEN TO HDFC BANK FOR ADLEY LAB LIMITED
(Wholly-owned Subsidiary) |
Nil |
8,25,00,000.00 |
GUARANTEE GIVEN TO SIDBI FOR ADLEY LAB LIMITED (Wholly-owned
Subsidiary) |
Nil |
37,00,000.00 |
TOTAL |
Nil |
19,81,00,000.00 |
? RELATED PARTY TRANSACTIONS: The particulars of every contract or
arrangements entered into by the Company with related parties referred to in sub-section
(1) of section 188 of the Companies Act, 2013 including certain arms length transactions
under third proviso Form No. AOC -2, given below:
Related Party Transactions:
Particulars of contracts or arrangements with related parties referred
to in sub-section (1) of section 188 in the form AOC-2:All related party transactions
that were entered into during the financial year were on an arm's length basis and were in
the ordinary course of business.
Information Pursuant to clause (h) of sub-section (3) of section 134
of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at Arm's
length basis.
SL. No. Particulars |
Details |
Name (s) of the related party & nature of relationship |
NIL |
Nature of contracts/arrangements/transaction |
- |
Duration of the contracts/arrangements/transaction |
- |
Salient terms of the contracts or arrangements or transaction
including the value, if any |
- |
Justification for entering into such contracts or
arrangements or transactions' |
- |
Date of approval by the Board |
- |
Amount paid as advances, if any |
- |
Date on which the special resolution was passed in General
meeting as required under first proviso to section 188 |
- |
2. Details of material contracts or arrangements or transactions at
Arm's length basis.
SL. No. Particulars |
|
|
|
1 Name (s) of the related party & nature of relationship |
Adley Lab Limited (wholly owned
subsidiary) |
Adley Formulations Private Limited
(wholly owned subsidiary) |
BT Associates Pvt Ltd. |
2 Nature of contracts/Arrangements /transaction |
i) Purchase of Goods: Rs 16,38,16,659.00
ii) Interest received on unsecured loan: Rs 13,06,399.00 iii) Sale of
Goods: Rs 1,40,000.00 iv) Unsecured Loan given by subsidiary: Rs 47,50,000.00 v)
Sale of Machinery: Rs 20,00,000.00 vii)Purchase of Machinery: Rs 2,50,585.00 |
i) Sale of Goods: Rs 1,82,19,181.18 ii)
Purchase of Goods: Rs 5,06,39,544.83 iii) Sale of Fixed assets: Rs 44,12,028.24
iv) Interest received on Unsecured Loan :Rs 24,27,598.00 |
Payment of Building Rent: Rs
28,88,640.00 |
3 Duration of the Contracts/Arrangements /transaction |
Regular |
Regular |
Regular |
4 Salient terms of the contracts or arrangements or
transaction including the value, if any |
Transactions are at Arm's length basis anc
in the ordinary course of business |
Transactions are at Arm's length basis anc
in the ordinary course of business |
Transactions are at Arm's length basis and
in the ordinary course of business |
5 Date of approval by the Board |
1st April, 2022 |
1st April, 2022 |
1st April, 2022 |
6 Amount paid as advances, if any |
|
- |
- |
? MANAGEMENT DISCUSSION AND ANALYSIS:
As per Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure
- 4.
? THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR. N.A.
? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF
FINANCIAL INSTITUTIONS
During the period under review there was no instance of one time
settlement with any Banker Financial Institution.
? APPRECIATION:
Your Directors wish to place on record their sincere appreciation for
significant contribution made by the employees at all the levels through their dedication,
hard work and commitment, thereby enabling the Company to boost its performance during the
year under report.
Your Directors also take this opportunity to place on record the
valuable co-operation and continuous support extended by its valued business associates,
Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial
Institutions, Government authorities and the shareholders for their continuously reposed
confidence in the Company and look forward to having the same support in all its future
endeavors.
Dated: 01.09.2023 |
By Order of the Board of Directors |
Place: Panchkula |
sd/- |
|
Rahul Batra |
|
Chairman & Managing Director |
|
(DIN: 02229234) |
|