The Board of Directors is pleased to present the Company's 32nd
Annual Report together with the Company's Audited Financial Statements for the year
ended 31st March 2024. This report is in compliance with the requirements of
The Companies Act, 2013, The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other rules and regulations as applicable to the Company.
1. Operating Results:
The Company's Standalone & Consolidated financial performance,
for the financial year ended 31st March 2024 as compared to the previous
financial year, is summarized below:
|
Year ended 31st
March 2024 |
Year ended 31st March
2023 |
Particulars |
Standalone |
Consolidated |
Standalone * |
Consolidated |
Revenue from Operations |
3040.57 |
3040.57 |
2551.5 |
Nil |
Other Income |
71.76 |
65.59 |
10.01 |
Nil |
Total Revenue |
3112.33 |
3106.16 |
2561.58 |
Nil |
Total Expenses |
3065.67 |
3081.10 |
2533.42 |
Nil |
Profit/(Loss) Before Tax |
46.66 |
25.06 |
28.16 |
Nil |
Profit/(Loss) After Tax |
4.62 |
(16.93) |
112.48 |
Nil |
Other Comprehensive Income |
(73.04) |
(73.04) |
(116.40) |
Nil |
Total Comprehensive Income for the Period |
(68.42) |
(89.97) |
(3.92) |
Nil |
*F.Y 23-24 is the first years of consolidated financial statement hence
previous year consolidate figure is not available.
The financial statements for the year ended 31st March 2024
have been prepared as per the Indian Accounting Standards (Ind AS).
2. Review of Operations:
During the financial year ended 31st March, 2024, the
Company has recorded, on standalone basis, revenue of Rs. 3040.57 lacs as compared to the
Revenue of Rs 2551.5 lacs in the previous year. The Profit Before Tax for the FY 2023-24
is Rs. 46.66 lacs as compared to Profit of Rs. 28.16 lacs in the previous year. The Profit
After Tax for the FY 2023-24 is Rs. 4.62 lacs as compared to Profit of Rs.112.48 lacs in
the previous year.
On consolidated basis, the Company has recorded revenue of Rs. 3040.57
lacs. The Profit Before Tax for the FY 2023-24 is Rs. 25.06 lacs. The Loss After Tax for
the FY 2023-24 is Rs. 16.93 lacs.
3. Transfer to Reserves:
There are no transfers to any specific reserves during the year.
4. Dividend:
During the year under review, in order to conserve the resources of the
Company for future growth and development, the Board of Directors do not recommend any
dividend.
5. Cash Flow and Financial Statements:
As required under Regulation 34 of the Listing Regulations, a Cash Flow
Statement and Financial Statement form part of the Annual Report.
6. Details of application made or proceedings pending under
insolvency and bankruptcy code
2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under The Insolvency and Bankruptcy Code,
2016.
7. Details of difference between valuation amount on one time
settlement and valuation while availing loan from banks and financial institutions:
During the year under review, there has been no One-Time-Settlement of
Loans taken from Banks and Financial Institutions.
8. Extract of annual returns:
As required under Section 92(3) of The Companies Act, 2013 read with
Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of The Companies (Management
and Administration) Rules, 2014, an extract of the Annual Return for the financial year
2023-24 is uploaded on the Company's website and can be accessed at the link:
https://www.genpharmasec.com/Form_MGT_7.pdf
9. Deposits:
The Company has not accepted any deposits within the meaning of
sub-section (31) of section 2 and section 73 of The Companies Act, 2013 ("the
Act") and the Rules framed thereunder. As on 31st March 2024, there were
no deposits lying unpaid or unclaimed.
10. Maintenance of cost records:
The provision of the Companies (Cost Records and Audit) Rules, 2014 is
not applicable to the Company. Maintenance of cost records as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the
business activities carried out by the Company for the FY 2023-24 Accordingly, such
accounts and records are not made and maintained by the Company for the said period.
11. Consolidated Financial Statements:
In compliance with the applicable provisions of the Companies Act,
2013, including the relevant Indian Accounting Standards (Ind AS) as issued by the
Institute of Chartered Accountants of India and notified under Section 133 of the
Companies Act, 2013 and as required under Regulation 34 of the Listing Regulations, this
Annual Report includes Consolidated Financial Statements for the financial year 2023-24.
12. Transfer of unclaimed dividend to investor education &
protection fund:
There was no transfer during the year to the Investor Education and
Protection Fund in terms of Section 125 of The Companies Act, 2013.
13. Change in nature of business:
During the financial year 2023-24 there was no change in nature of
business of the Company.
14. Share Capital:
During the year under review, the Authorised Share Capital of your
Company as on 31st March 2024 stood at Rs. 56,00,00,000/- divided into
56,00,00,000 Equity Shares of Rs. 1/- each.
The Issued, Subscribed and Paid-up Share Capital as on 31st
March, 2024 was 55,37,19,700 divided into 55,37,19,700 Equity Shares of 1/- each.
In the EGM held on 2nd June 2023, the Authorized Capital of
was increased from Rs. 30,00,00,000/- divided into 30,00,00,000 Equity Shares of Re. 1/-
each to Rs. 56,00,00,000/- divided into 56,00,00,000 Equity Shares of Re. 1/- each.
Rights Issue:
The Board of Directors of your Company at its meeting held on 05th
June, 2023, inter-alia considered and approved the raising of funds by way of Rights Issue
and constituted Rights Issue Committee of the Board for the purpose of giving effect to
the Issue.
Further in this regard, the Rights Issue Committee of the Board of
Directors of the Company had in its meeting held on February 21, 2024 considered and
approved the allotted of 27,68,59,850 Rights Equity Shares fully paid up at an issue price
of Rs. 1.75 per Rights Equity Share (including a premium of Rs. 0.75 per equity share) to
the eligible equity shareholders in the Issue.
The Company has neither issued any shares with differential rights as
to dividend, voting or otherwise nor issued any sweat equity shares and issue shares under
Employees Stock Option Scheme as per provisions of Section 62 (1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 during the year under
review.
15. Statement of Deviation or Variation
During the Financial Year 2023-2024, the Company has issued
27,68,59,850 Rights Equity Shares fully paid up at an issue price of Rs. 1.75 per Rights
Equity Share (including a premium of Rs. 0.75 per equity share) through Rights Issue to
collectively raise 4,845.05 lakhs. Further in this regard, there is no deviation or
variation in the utilization of funds which have been raised during the period under
review w.r.t the aforesaid Rights Issue.
16. Utilization of Funds raised through Rights Issue
During the year under review the company has utilized the amount of Rs.
3009.68 raised through rights Issue for the following purposes:
1. To acquire Equity Shares from existing shareholders of Derren
Healthcare Private Limited and making it subsidiary Company. 2. To repay or prepay, in
Full or in part, of certain Borrowings availed by our Company. 3. To part finance the
working capital of the Company. 4. To meet General corporate purposes 5. Issue related
expenses.
17. Internal control system:
The Company's internal control system has been established on
values of integrity and operational excellence and it supports the vision of the Company
"To be the most sustainable and competitive Company in our industry". The
Company has in place well defined and adequate internal controls commensurate with the
size of the Company and the same were operating throughout the year. Pursuant to the
provisions of Section 138 of The Companies Act, 2013, the Board of Directors of the
Company at its Meeting held on 24th May, 2024 have appointed M/s. Bilimoria
Mehta and Co., Chartered Accountant as Internal Auditor of the Company for the FY 2024-25.
The Audit Committee of the Board of Directors in consultation with the Internal Auditor
formulates the scope, functioning periodicity and methodology for conducting the internal
audit.
18. Directors' responsibility statement:
Pursuant to the requirement under Section 134(5) of The Companies Act,
2013, in relation to audited financial statements of the Company for the year ended 31st
March 2024 with respect to Directors' Responsibilities Statement, it is hereby
confirmed that: a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year 2023-24
and of the profit of the Company for the year under review; c) the Directors had taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; d) the
Directors had prepared the accounts for the financial year ended 31st March
2024 on a going concern basis; e) the Directors had laid down internal financial controls
to be followed by the Co mpany and such internal financial controls are adequate and were
operating effectively; and f) 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.
19. Conservation of Energy Technology Absorption and Foreign Exchange
Earnings and Outgo:
The Additional information required under the provisions of Section 134
(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 are forming part of the Report is furnished as Annexure A to Director's
Report.
During the year under review there were no foreign exchange earnings.
However, the Company has imported 185 i-STAT Analysers, 185 Simulators and 5,94,133
Cartridges from Abbott POC, USA at the cost of US$ 22,04,604.84 equivalent to Rs.
18,27,62,252. Hence, this is also forming part of the Report is furnished as Annexure A
to Director's Report.
20. Report on performance of Subsidiaries, Joint Ventures and associate
companies:
During the year under report the Company has incorporated in total 2
Subsidiaries of which 1 is Indian and 1 is overseas namely: 1. Clinigenome India Private
Limited which was incorporated on 29th January 2024. 2. Genpharmasec Middle
East DMCC which was incorporated on 16th May 2023. The Company does not have
any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies
Act, 2013.
Statement containing salient features of financials of subsidiaries
pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts)
Rules, 2014, is annexed in the Form AOC-1 as Annexure D to this Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the standalone and consolidated financial statements of the Company, and separate audited
financial statements in respect of subsidiaries are available on the website of the
Company at www.genpharmasec.com
The Company has formulated a Policy for determining material
subsidiaries. The said policy is available on the website of the Company at
www.genpharmasec.com
21. Particulars of loans, guarantees or investments made under section
186 of the companies act, 2013:
Particulars of loans given, investments made, guarantees given and
securities provided under Section 186 of The Companies Act, 2013 form part of the Notes to
the financial statements provided in this Annual Report.
22. Particulars of contracts or arrangements made with related party:
All related party transactions entered into by the Company during the
financial year under review were in the ordinary course of business and on arm's
length basis. All transactions entered with related parties were in compliance with the
applicable provisions of the Companies Act, 2013 read with the relevant rules made
thereunder and the Listing Regulations.
There are no materially significant related party transactions made by
the Company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large. All related party
transactions are placed before the Audit Committee and the Board for approval, if
applicable.
In line with the requirements of the Act and Listing Regulations, your
Company has formulated a policy on related party transactions which is also available on
Company's website at the link https://www.genpharmasec.com/related.pdf. This policy
deals with the review and approval of related party transactions. The Board of Directors
of the Company has approved the criteria for giving the omnibus approval by the Audit
Committee within the overall framework of the policy on related party transactions.
The transactions are being reported in Form AOC-2 i.e. Annexure
B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014. However, the details of the transactions with Related Party are provided in
the Company's financial statements Note No. 32 in accordance with the Accounting
Standards.
23. Particulars of employees And Remuneration:
In terms of the requirements of sub-section (12) of Section 197 of the
Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures
pertaining to the remuneration and other details, are annexed to this Report as Annexure
C.
In terms of Section 136(1) of the Act, details of employee remuneration
as required under provision of Section 197 of the Companies Act, 2013 and rule 5 (2) and
rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are available for inspection and any member interested in obtaining a copy of the
same may write to Company at compliance@genpharmasec.com.
24. Details of Directors or Key Managerial Personnel (KMP):
I. Composition of the Board of Directors and KMP:
The Board of Directors and Key Managerial Personnel is duly
constituted. The details of the directors are given in the Corporate Governance Report
forming part of the Annual Report.
II. Changes in Composition of Board and Key Managerial Personnel:
1. Mr. Ulhas Narayan Deosthale resigned as Whole-Time Director of the
Company with effect from 12th March 2024;
2. Ms. Heta Shah, resigned as Company Secretary & Compliance
Officer of the Company with effect from 20th March 2024;
3. Mr. Hardik Makwana appointed as Company Secretary & Compliance
Officer of the Company with effect from 27th March 2024.
III. Retirement of Directors by Rotation:
As per the Companies Act, 2013, Mr. Rajesh Sadhwani (DIN: 08315182),
Non-Executive Non-Independent Director, retires by rotation and being eligible, offers
himself for reappointment.
25. Details of Board Meetings:
The Board met Eight (17) times during the financial year 2023-24, the
details of which are given in the Corporate Governance Report forms part of this Annual
Report. The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
26. Committees of the Board:
As on March 31, 2024, the Board had five Committees namely, Audit
Committee, Nomination and
Remuneration Committee, Stakeholder's Relationship Committee,
Right issue Committee and Administrative Committee. The Composition of all the Committees
is in line with the requirement of the Act and the Listing Regulations. During the year,
all the recommendations made by the Committees were accepted by the Board. A detailed note
on the composition, number and dates of meetings held and attendance of Committee Members
is provided separately in the Report on Corporate Governance.
27. Corporate social responsibility committee:
The provisions of Section 135 of the Companies Act relating to
Corporate Social Responsibility are not applicable as the Company is having Net worth less
than Rupees Five Hundred Crore, Turnover less than Rupees One Thousand Crore and Net
Profit less than Rupees Five Crore.
28. Attributes, Qualifications & Independence of Directors, their
Appointment and Remuneration: The Nomination & Remuneration Committee of Directors
have approved a Policy for Selection, Appointment and Remuneration of Directors which
inter-alia requires that composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors, KMP and senior management employees and the
Directors appointed shall be of high integrity with relevant expertise and experience so
as to have diverse Board and the Policy also lays down the positive attributes/criteria
while recommending the candidature for the appointment as Director.
29. Independent Directors:
The Independent Directors hold office for a fixed term of five years
and are not liable to retire by rotation. The Independent Directors have submitted their
disclosure to the board that they fulfill all the requirements as to qualify for their
appointment as an Independent Director under the provisions of the Companies Act, 2013 as
well as SEBI (LODR) Regulations, 2015.
30. Declaration from Independent Directors:
In terms of the provisions of sub-section (6) of Section 149 of the Act
and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company
has received declarations from all the Independent Directors of the Company that they meet
the criteria of independence, as prescribed under the provisions of the Act and SEBI
Listing Regulations. There has been no change in the circumstances affecting their status
as an Independent Director during the year. Further, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if any, incurred by them for the purpose
of attending meetings of the Company.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and they hold highest
standards of integrity.
31. Familiarisation Programme for Independent Directors:
The familiarization program aims to provide Independent Directors with
the industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes.
32. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, performance of
non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated in a separate meeting of Independent Directors. Based on such
report of the meeting of Independent Directors and taking into account the views of
directors the Board had evaluated its performance on various parameters such as Board
composition and structure, effectiveness of board processes, effectiveness of flow of
information, contributions from each Directors, etc.
33. Listing:
The shares of the Company are listed at the BSE Ltd. Mumbai only. The
Company has paid the annual listing fees for the financial year 2023-24 to the said Stock
Exchange.
34. Corporate Governance:
Your Company always places a major thrust on managing its affairs with
diligence, transparency, responsibility and accountability thereby upholding the important
dictum that an Organization's corporate governance philosophy is directly linked to
high performance. The Company understands and respects its fiduciary role and
responsibility towards its stakeholders and society at large and strives to serve their
interests, resulting in creation of value for all its stakeholders.
In terms of Regulation 34 of SEBI (LODR) Regulations, a separate
section on Corporate Governance with a detailed report on Corporate Governance i.e. Annexure
G is provided as a separate section in the Annual Report and a certificate from Mr.
Jaymin Modi Proprietor of M/s. Jaymin Modi & Co. Company Secretaries, the Secretarial
Auditor of the Company, is certifying compliance of conditions of Corporate Governance,
forms part of this Annual Report. The Report on Corporate Governance also contains certain
disclosures as required under the Companies Act, 2013.
35. Management Discussion Analysis Report:
The Management's Discussion and Analysis Report for the year under
review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as Annexure
F to the Annual Report.
36. Business Responsibility And Sustainability Report:
The Business Responsibility Report for the financial year ended March
31, 2024 as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is not applicable to the Company.
37. Statement concerning development and implementation of risk
management policy of the company:
The Risk Management Policy for the financial year ended March 31, 2024
as stipulated under Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company.
38. Auditors:
a) Secretarial Audit & Secretarial Compliance Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board
of Directors of the Company has appointed Mr. Jaymin Modi, Practicing Company Secretaries,
Mumbai to conduct the Secretarial Audit for the financial year 2023-2024. The Secretarial
Audit Report for the year 2023-2024 issued by him in the prescribed form MR-3 is
attached as Annexure E to this Report.
Pursuant to Regulation 24A of the Listing Regulations, the Board of
Directors of the Company has appointed M/s. Nuren Lodaya & Associates, Practicing
Company Secretaries, to obtained Secretarial Compliance Report on compliance of all
applicable SEBI Regulations and circulars/ guidelines issued there under and copy of the
same shall be submitted to the Stock Exchanges within the prescribed due date.
The Board at its meeting held on May 24, 2024 has appointed M/s. Jaymin
Modi & Co., as Secretarial Auditor, for conducting Secretarial Audit of the Company
for FY 2024-2025.
b) Statutory Auditors:
M/s. Abhishek S Tiwari & Associates, Chartered Accountants, (Firm
Registration No. 141048W) were appointed as the Statutory Auditor of the Company at the 28th
AGM held on December 22, 2020, to hold the office for a period of 5 (five) years till the
conclusion of the 33rd AGM to be held in the year 2025, in terms of the
applicable provisions of Section 139 of the Companies Act 2013, read with the Companies
(Audit and Auditors) Rules 2014. The Report given by the Auditors on the financial
statements of the Company forms part of the Annual Report.
c) Cost Auditor:
The provisions relating to maintenance of Cost Records and Audit
thereof are not applicable to Company.
d) Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act 2013 the
Board of Directors of the Company at its Meeting held on 26-05-2023 have appointed M/s.
Meenakshi Manish Jain & Associates, Chartered accountants as Internal Auditor of the
Company for the F.Y. 2023-24. The Audit Committee, in consultation with the Internal
Auditor, formulates the scope, functioning, periodicity and methodology for conducting the
Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports.
Report of the Internal Auditors for the FY 2023-24 does not contain any qualification,
reservation, disclaimer or adverse remarks. The Board at its meeting held on May 24, 2024
has appointed M/s. Bilimoria Mehta and Co., as Internal Auditor, for conducting Internal
Audit of the Company for FY 2024-2025.
39. Policy on Appointment and Remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel:
The Board of Directors has adopted a Nomination and Remuneration Policy
in terms of the provisions of sub- section (3) of Section 178 of the Act and SEBI Listing
Regulations dealing with appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel. The policy covers criteria for determining
qualifications, positive attributes, independence and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel.
The Nomination and Remuneration Policy of the Company is hosted on the
Company's website at the link https://www.genpharmasec.com/nomination.pdf.
40. Prevention of Sexual Harassment of Women at Workplace:
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under. The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on
sexual harassment. During the financial year under review, the Company has not received
any complaints of sexual harassment from any of the women employees of the Company.
41. Reporting of frauds by auditors:
During the year under review, there have been no instances of fraud
reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12)
of the Act and the Rules made thereunder.
42. Code of Conduct for Board Members and Senior Management of the
Company:
Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the declaration signed by the
director affirming the compliance of Code of Conduct by the Directors and senior
management personnel for the financial year ended 31st March, 2024 is annexed
to and forms part of the Corporate Governance Report appended to this Annual Report.
43. Compliance of Applicable Secretarial Standards:
The Company is in compliance with applicable Secretarial Standards
issued by the Institute of Company Secretaries of India during the financial year. Your
Directors hereby confirm that the Company has complied with the necessary provisions of
the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to
the Company.
44. Vigil Mechanism / Whistle Blower Policy:
Section 177 of the Companies Act 2013 requires every listed company to
establish a vigil mechanism for the directors and employees to report genuine concerns in
such manner as may be prescribed. The Company has adopted the policy for implementing
Vigil Mechanism. Vigil (whistle blower) mechanism provides a channel to the employees and
directors to report to the management concerns about unethical behavior actual or
suspected fraud or violation of the code of conduct or policy. The mechanism provides for
adequate safeguards against victimization of directors and employees to those who avail of
the mechanism and also provide for direct access to the Chairman of the Audit Committee in
exceptional cases.
This policy applies to all directors and employees of the Company. All
directors and employees of the Company are eligible to make disclosures under this Policy
in relation to matters concerning the Company.
45. Material changes and commitments if any affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report:
There are no material changes and commitments, affecting the financial
position of the Company, which has occurred between the end of the financial year and the
date of the Board's Report.
46. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in
future:
There is no significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operations.
47. Disclosures in respect of Voting Rights not directly exercised by
employees:
There are no shares held by trustees for the benefit of employees and
hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules
2014 has been furnished.
48. Policies:
The Company seeks to promote highest levels of ethical standards in the
normal business transactions guided by the value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for
listed companies. The Policies are reviewed periodically by the Board and are updated
based on the need and compliance as per the applicable laws and rules and as amended from
time to time. The policies are available on the website of the Company at the link
https://www.genpharmasec.com/investors.html.
49. Explanation or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their
Reports: The Auditors' Report does not contain any qualifications, reservations
or adverse remarks.
Report of the Secretarial Auditor is given as an Annexure D
which is forming part of this Annual report. Further explanation/comments on the
observations of Secretarial Auditors are as under: Observation 1: During the year certain
E-Forms were filed on ROC (Registrars of Companies) MCA with additional fees. Board's
Reply: We could not file certain E-Forms within the stipulated time period due to
technical reasons and therefore, we filed these E-Forms with an additional fee and the
said default was made good.
50. Green Initiative:
Electronic copy of the Annual Report 2023-2024 and the Notice of the 32nd
Annual General Meeting are sent to all members whose email addresses are registered with
the Company / depository participant(s). Your Directors would like to draw your attention
to Section 20 of the Companies Act 2013 read with the Companies (Management and
Administration) Rules 2014 as may be amended from time to time which permits paperless
compliances and also service of notice/documents (including annual report) through
electronic mode to its members. To support this green initiative, we hereby once again
appeal to all those members who have not registered their e-mail addresses so far are
requested to register their e-mail address in respect of electronic holding with their
concerned Depository Participants and/or with the Company.
51. Acknowledgements:
Your Directors wish to place on record their appreciation for the
assistance and co-operation received from the Company's Bankers, Government Agencies,
Financial Institutions, Customers, Investors and
Business constituents and look forward to maintain the same in future.
The Directors also wish to place on record their appreciation of the devoted and dedicated
services rendered by all employees of the Company and support extended by
suppliers/vendors and Customers.
By order of the Board |
For Genpharmasec Limited |
Sd/- |
Mr. Sohan Chaturvedi |
Whole-Time Director & CFO |
DIN: 09629728 |
Date: 27.06.2024 |
Place: Mumbai |
|