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Directors Report of Venus Remedies Ltd.

Mar 31, 2015

Dear Members,

Financial Highlights (Rs. In Millions)

Particulaurs 2014-15 2013-14

Sales & Other Income 4518.75 5260.56

Operating Surplus 869.33 1332.29

Financial Charges 407.03 292.94

Depreciation 447.41 386.09

Profit before Tax 20.35 657.32

Profit After Tax (PAT) 45.48 609.50

Operations

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

Company has achieved the following milestones in 2014-2015:

* Received marketing nod from Venezuela for Meropenem

* Bagged Market Authorization of Meropenem Injection from TGA, Australia

* Bagged additional patent for Vancoplus from US

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

* Bagged its First Swiss MA for Gemcitabine

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

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

* Received Market Authorization for Meropenem from SWITZERLAND (SWISSMEDIC)

* Received Indian Patent for Vancoplus.

Management discussion and analysis

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

Pledge of Promoter's shareholding

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

Dividend

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

Transfer to Reserves:

Company has not transferred any amount to Reserves & Surplus.

Particulars of Loan, Guarantee or investment:

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

Particulars of Contract or Arrangements made with related parties:

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

Fixed Deposits:

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

Particulars of Employees:

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

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

Corporate Governance:

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

No. of meetings of the Board:

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

Policy on directors' appointment and remuneration:

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

Declaration by Independent Directors:

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

Board Evaluation:

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

Re-appointment

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

Committees of the Board:

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

Name of the Committee

Audit Committee

Composition

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

Duties and responsibilities

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

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

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

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

* Reviewing the adequacy of internal audit function.

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

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

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

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

Name of the Committee

Nomination and remuneration committee

Composition

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

Duties and Responsibilities

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

* Recommend to the Board their appointment and removal,

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

Name of the Committee

Stake Holder Relationship Committee

Composition

Mr. Jagdish Chander, Chairman Mr. Peeyush Jain

Duties and Responsibilities

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

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

Name of the Committee

Corporate Social Responsibility Committee

Composition

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

Duties and Responsibilities

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

* Recommend the amount to be incurred on CSR activities.

* Monitor CSR activities of the Company time to time.

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

Name of the Committee

Risk Management Committee

Composition

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

Duties and Responsibilities

* Framing of Risk Management Plan and Policy.

* Overseeing implementation of Risk Management Plan and Policy.

* Monitoring of Risk Management Plan and Policy.

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

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

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

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

Directors' Responsibility Statement

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

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

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

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

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

Directors

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

Auditors

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

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

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

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

Extract of Annual Report:

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

Significant and material orders:

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

Acknowledgments:

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

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

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


Mar 31, 2014

Dear Members,

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

Sales & Other Income 5260.56 4613.38

Operating Surplus 1332.29 1184.88

Financial Charges 292.94 244.50

Depreciation 386.09 317.62

Profit before Tax 657.32 626.72

Provision of Tax 47.82 55.27

Profit After Tax (PAT) 609.50 571.45

Provision for Dividend - 33.98

Profit transferred to General Reserve 300.00 300.00

Operations

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

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

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

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

Bagged Mexican patent for Potentox

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

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

Received PIC/S GMP accreditation for all nine units

Received GLP accreditation for its R&D centre

Entered European markets

Took its flagship product, Elores into Latin America

Received MA in Italian market for Meropenem

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

Bagged UBM India Pharma award for ELORES

Signed MoU for ELORESwith South African pharmaceutical firm

Won Innovative 100 Award for ELORES

''NBeamst eCdomampoannigesthtoe Got US patent for Achnil

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

Management discussion and analysis

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

report.

Pledge of Promoter''s shareholding

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

sanctioned to the Company.

Dividend

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

Corporate Debt Rephasing.

Fixed Deposits

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

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

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

Particulars of the Employees

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

Directors'' Responsibility Statement

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

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

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

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

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

Directors

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

Auditors

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

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

Acknowledgments

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

For and on behalf of Board of Directors,

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


Mar 31, 2013

To the esteemed stakeholders of Venus Remedies Limited.

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

Financial Highlights (Rs.in Millions)

2012-13 2011-12

Sales & Other Income 4613.38 4051.87

Operating Surplus 1184.88 1061.02

Finance Charges 244.50 272.64

Depreciation 317.62 240.67

Profit before Tax 626.72 551.51

Provision for Tax 55.27 51.22

Profit After Tax (PAT) 571.45 500.29

Provision for Dividend 33.98 33.97

Profit Transferred to General Reserve 300.00 300.00

Operations

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

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

- Vancoplus received Patent from Australia

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

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

- Venus research product to fight resistant superbugs won US Patent

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

- Venus got US patent for POTENTOX

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

- Received First Patent From Canada for VANCOPLUS

- Received first Mexican patent for research product VANCOPLUS

- Venus got Phase III Nod for Its Cancer Detection NCE

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

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

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

Pharmaceutical company - Adcock

- Venus MEROPENEM received market authorization in Mexico

- Launched its first OTC product "Ezenus"

Management discussion and analysis

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

Pledge of Promoter''s shareholding

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

Dividend

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

Fixed Deposits

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

Conservation of Energy, Technology

Absorption,Foreign Exchange Earnings and Outgo

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

Particulars of Employees

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

Directors'' Responsibility Statement

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

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

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

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

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

Directors

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

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

Auditors

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

Corporate Governance

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

Acknowledgments

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

For and on behalf of Board of Directors,

For VENUS REMEDIES LIMITED

Place: Panchkula Pawan Chaudhary

Date: 03.08.2013 Chairman & Managing Director


Mar 31, 2011

Dear Shareholders,

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

Financial Highlights

(Rs.in Millions)

2010-11 2009-10

Sales & Other Income 3,575.95 3,120.46

Operating Surplus 905.07 745.97

Finance Charges 187.07 139.55

Depreciation 170.43 116.87

Profit before Tax 547.57 489.54

Provision for Tax 72.79 79.04

Profit After Tax (PAT) 474.78 410.49

Provision for Dividend 31.79 29.74

Profit Transferred to General Reserve 300.00 250.00

Operations

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

This growth can be attributed to the following driving factors:

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

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

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

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

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

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

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

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

Management discussion and analysis

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

Pledge of Promoter's shareholding

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

Dividend

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

Fixed Deposits

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

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

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

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

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

Particulars of Employees

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

Directors' Responsibility Statement

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

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

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

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

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

Directors

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

Auditors

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

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

Corporate Governance

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

Acknowledgements

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

For and on behalf of Board of Directors,

For VENUS REMEDIES LIMITED

Place: Panchkula Pawan Chaudhary

Date: July 26, 2011 Chairman

& Managing Director


Mar 31, 2010

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

Financial highlights

(Rs in millions)

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

Operating Surplus 745.97 645.57

Finance Charges 139.55 93.35

Depreciation 116.87 59.64

Profit before Tax 489.54 492.57

Provision for Tax 79.04 37.25

Profit After Tax (PAT) 410.49 455.32

Provision for Dividend 29.74 29.67

Profit Transferred to General Reserve 250.00 250.00

Operations

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

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

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

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

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

- Launching 7 new speciality products during the year

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

Management discussion and analysis

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

Dividend

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

Fixed deposits

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

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

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

Particulars of employees

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

Directors’ responsibility statement

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

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

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

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

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

Directors

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

Auditors

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

Corporate governance

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

Audit committee

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

Acknowledgements

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

For and on behalf of

the Board of Directors



Place: Panchkula (Pawan Chaudhary)

Date: 31.07.2010 Chairman & Managing Director