The Board of Directors are pleased to present the Company's 31? Annual Report together
with the Com- pany's Audited Financial Statements for the year ended 31st March 2023. This
report is in compliance with the requirements of The Companies Act, 2013, The SEBI
(Listing Obligations and Disclosure Require- ments) Regulations, 2015 and other rules and
regulations as applicable to the Company.
Operating Results:
The Company's Standalone financial performance, for the financial year ended 31st March
2023 as com- pared to the previous financial year, is summarised below:
(in lakhs)
Particulars |
31st March 2023 |
31st March 2022 |
Revenue from Operations |
2551.57 |
2,732.05 |
Other Income |
10.01 |
9.26 |
Total Revenue |
2561.58 |
2,741.31 |
Total Expenses |
2533.42 |
2785.61 |
Profit/(Loss) Before Tax |
28.16 |
(44.30) |
Profit/(Loss) After Tax |
112.48 |
(20.93) |
Other Comprehensive Income |
(116.40) |
(508.27) |
Total Comprehensive Income for the Period |
(3.92) |
(529.20) |
The financial statements for the year ended 31st March 2023 have been prepared as per
the Indian Ac- counting Standards (Ind AS).
Transfer to Reserves:
There are no transfers to any specific reserves during the year.
Review of Operations:
The Revenue from operations for the FY 2022-23 marginally decreased to Rs. 2551.57 lacs
as compared to the Revenue of Rs. 2,732.05 lacs in the previous year. The Profit Before
Tax for the FY 2022-23 is Rs. 28.16 lacs as compared to Loss of Rs. 44.30 lacs in the
previous year. The Profit After Tax for the FY 2022- 23 is Rs. 112.48 lacs as compared to
a Loss of Rs. 20.93 lacs in the previous year.
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.
Cash Flow and Financial Statements:
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
Financial State- ment forms part of the Annual Report.
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.
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.
Extract of annual returns:
As required under Section 92(3) of The Companies Act, 2013 and rule 12(1) of The
Companies (Manage- ment and Administration) Rules, 2014, an extract of the Annual Return
for the financial year 2022-23 is uploaded on the Company's website and can be accessed at
the link: https://www.genphar- masec.com/mgt-7.pdf.
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 2023, there were no deposits lying unpaid or
unclaimed.
10. Maintenance of cost records:
The maintenance of Cost Records pursuant to Section 148(1) of The Companies Act, 2013
is not required by the Company and accordingly such accounts and records are not made and
maintained by the Com- pany.
11. 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.
12. Change in nature of business:
During the financial year 2022-23 there was no change in nature of business of the
Company.
13. Share Capital:
During the year under review, the Authorised Share Capital of your Company as on 31st
March 2023 stood at Rs. 30,00,00,000/- divided into 30,00,00,000 Equity Shares of Rs. 1/-
each. The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March
2023 stood at Rs. 27,68,59,850/- divided into 27,68,59,850 Equity Shares of Rs. 1/- each.
After the closure of the financial year 2022-2023, in the EGM held on 2" June 2023,
the Authorised Capital of was increased from Rs. 30,00,00,000/- divided in to 30,00,00,000
Equity Shares of Re. 1/- each to Rs. 56,00,00,000/- divided in to 56,00,00,000 Equity
Shares of Re. 1/- each.
14. Internal control system:
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 26th May, 2023 have appointed M/s Meenakshi Manish Jain
& Associates, Chartered Accountants as Internal Auditor of the Company for the FY
2023-24. The Audit Committee of the Board of Directors in consultation with the Internal
Auditor formulates the scope, functioning periodicity and methodology for conducting the
inter- nal audit.
15. 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 2023
with respect to Directors' Re- sponsibilities Statement, it is hereby confirmed that:
a) inthe 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 2022-23 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 2023 on a going concern basis; e) the
Directors had laid down internal financial controls to be followed by the Company 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
appli- cable laws and that such systems were adequate and operating effectively.
16. Report on performance of Subsidiaries, Joint Ventures and associate companies:
As on 31% March 2023 the Company does not have any Subsidiary, Joint Ventures, or
Associated Company within the meaning of Section 2(6) of The Companies Act. However, after
the closure of Financial Year 22- 23 the Company have formed a Subsidiary Company in Dubai
w.e.f. 14% July, 2023.
17. 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.
18. Particulars of contracts or arrangements made with related party:
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 om- nibus approval by the Audit Committee within
the overall framework of the policy on related party trans- actions.
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. There was no
transaction during the year which requires to be reported in Form AOC-2 which is attached
as Annexure B which forms part of this Annual Report.
19. Ratio of remuneration of each director to the median employee's remuneration:
Ratio of the Remuneration of each Director to the Median Employee's Remuneration for
the Financial Year ended on 31st March 2023 is enclosed to this report and marked as
Annexure C.
20. Particulars of employees:
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 inter- ested in obtaining a copy of the same may
write to Company at compliance @genpharmasec.com.
21. 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.
22. Details of Directors or Key Managerial Personnel:
:. Composition of the Board of Directors and KMP:
The Board of Directors and Key Managerial Personnel is duly constituted. As on the date
of this re- port the composition of the Board and Key Managerial Personnel is as mentioned
below:
Sr. |
Name of Director/KMP |
Designation |
No |
|
|
1 |
Mr. Ulhas Narayan Deosthale |
Whole Time Director |
2 |
Mrs. Sneha Sadhwani |
Non-Executive Non-Independent Director |
3 |
Mr. Rajesh Sadhwani |
Non-Executive Non-Independent Director |
4 |
Mr. Sachin Prakash Aphandkar |
Independent Director |
5 |
Mr. Mayur Bhatt |
Independent Director |
6 |
Mr. Siddhesh Shende |
Independent Director |
7 |
Mr. Sohan Chaturvedi |
Chief Financial Officer |
8 |
Ms. Heta Shah |
Company Secretary & Compli- ance Officer |
II. Changes in Composition of Board and Key Managerial Personnel:
1. Mr. Ulhas Narayan Deosthale who was appointed as Whole-Time Director & Chief
Financial Officer of the Company by the Board of Directors with effect from 29th June,
2021 resigned as Chief Financial Officer on 28th October 2022;
2. Ms. Amisha Dani resigned as Independent Director of the Company with the effect from
04th October 2022;
3. Mr. Sohan Chaturvedi resigned as Independent director of the Company and appointed
as Chief Financial Officer with effect from 1st November 2022;
4. Mr. Siddhesh Shankar Shende appointed as Independent director of the Company with
effect from 04th July 2022;
5. Ms. Nikhita Pais resigned as Independent Director of the Company with effect from
21st June 2022;
6. Mr. Yogesh Arvindbhai Bhuva resigned as Independent Director of the Company with the
effect from 21st June 2022;
7. Mr. Sachin Prakash Aphandkar re-appointed as Independent Director of the Company
with effect from 1st November 2022;
8. Mr. Mayur Bhatt appointed as Independent Director of the Company with effect from
1st No- vember 2022;
9. Snehal Aansadoriya resigned as Company Secreatry & Compliance Officer of the
Company with effect from 15th September 2022; 10. Ms. Heta Shah appointed as Company
Secreatry & Compliance Officer of the Company with effect from 7th November 2022.
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act 2013, read with rules
made thereunder, and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
Ill. Retirement of Directors by Rotation:
As per the Companies Act, 2013, Mr. Rajesh Sadhwani, (DIN: 08315182), Non-Executive
Non-Inde- pendent Director, retires by rotation and being eligible, offers himself for
reappointment.
23. Details of Board and Committee Meetings:
?* Meetings of Board of Directors:-
The Board of Directors duly met 14 (Fourteen) times during the financial year ended
31st March, 2023 as under: 22" May 2022, 27" May 2022, 4" July 2022,
10" August 2022, 05" September 2022, 29" September 2022, 10 October 2022,
01?" November 2022, 11" November 2022, 28" December 2022, 13" January
2023, 02" February 2023, 10" February 2023 and 03" March 2023.
The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the
Board meetings and attendance of each Director thereat are provided in the Corporate
Governance Report forming part of the Annual Report. ? ?? Composition of Committees:-
I. Audit Committee:
The Audit committee reviews reports of the internal auditor, meets statutory auditors
as and when required and discusses their findings, suggestions, observations and other
related matters. It also reviews major accounting policies followed by the Company.
During the financial year 2022-23 the Audit Committee of the Company met Four times on
27% May 2022, 10" August 2022, 11 November 2022 and 10% February 2023. The gap is not
more than one hundred and twenty days between two Audit Committee meetings.
The Composition of the Audit Committee as on 31 March 2023 is given herein below:
Sr. No. |
Member's Name |
Category |
Designation |
1 |
Mr. Mayur Bhatt |
Independent Director |
Chairman |
2 |
Mr. Siddhesh Shankar Shende |
Independent Director |
Member |
3 |
Mr. Sachin Aphandkar |
Independent Director |
Member |
4 |
Mr. Rajesh Sadhwani |
Non-Independent Direc-: tor |
Member |
The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the
Audit Committee Meetings and attendance of each Director thereat are provided in the
Corporate Governance Report forming part of the Annual Report.
Nomination And Remuneration Committee:
The terms of reference of Nomination and Remuneration Committee include the matters
specified in Regulation 19 read with Part D of Schedule Il of SEBI {Listing Obligations
and Disclosure Requirements) Regulations 2015 and section 178 of the Companies Act 2013.
The terms of reference of the committee inter alia include formulation of the criteria
for determining qualifications positive attributes and independence of a director and
recommend to the board a policy relating to the remuneration of the directors key
managerial personnel senior management and other employees of the Company. The committee
formulates the criteria for evaluation of the Chairman, independent directors,
non-executive directors, the Board as a whole and Board committee.
The committee's function includes identifying persons who are qualified to become
directors of the Company recommending their appointment or re-appointment of the existing
directors to the Board ensuring that such persons meet the relevant criteria prescribed
under applicable laws including qual- ification area of expertise and experience track
record and integrity and reviewing and approving the remuneration payable to the executive
directors of the Company within the overall limits as approved by the shareholders.
During the year under review the committee met 4 times. The meeting was held on
04" July 2022, 10 August 2022, 01? November 2022 and 03" March 2023.
The Composition of the Nomination and Remuneration Committee as on 31% March 2023 is
given herein below:
Sr. No. |
Member's Name |
Category |
Designation |
1 |
:Mr Sachin Aphandkar |
Independent Director |
Chairman |
2 |
:Mr. Mayur Bhatt |
Independent Director |
Member |
3 |
:Mr. Siddhesh Shende |
Independent Director |
Member |
4 |
:Mr. Rajesh Sadhwani |
Independent Director |
Member |
The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the
Nomination and Remuneration Meetings and attendance of each Director thereat are provided
in the Corporate Governance Report forming part of the Annual Report.
Stakeholders' Relationship Committee:
The scope of the Shareholders/ investors Relationship Committee is to review and
address the griev- ance of the shareholders in respect of share transfers, transmission,
non-receipt of annual report, etc., and other related activities. In addition, the
Committee also looks into matters which can facili- tate better investor's services and
relations.
The Stakeholders' Relationship Committee is duly constituted, during the year under
review, the com- mittee met 4 times in the financial year 22-23 on 27" May 2022,
10" August 2022, 11% November 2022 and 10" February 2023. The Composition of the
Stakeholders' Relationship Committee as on 31% March 2023 is as under:
Sr. |
Member's Name |
Category |
Designation |
nr |
Mr. Mayur Bhatt |
Independent Director |
Chairman |
2 |
:Mr. Siddhesh Shankar Shende |
Independent Director |
Member |
3 |
:Mr. Sachin Aphandkar |
Independent Director |
Member |
4 |
:Mr. Rajesh Sadhwani |
Non-Independent Direc- tor |
Member |
The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the
Stakeholders Relationship Com- mittee Meetings and attendance of each Director thereat are
provided in the Corporate Governance Report forming part of the Annual Report. 24.
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 2022-23 to the said Stock Exchange.
25. 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 Independ- ent 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, con- tributions
from each Directors, etc.
26. Independent Directors:
The Independent Directors hold office for a fixed term of five years and are not liable
to retire by rota- tion. The Independent Directors have submitted their disclosure to the
board that they fulfil 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.
27. Attributes, Qualifications & Independence of Directors, their Appointment and
Remuneration:
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appoint- ment and Remuneration of Directors which inter-alia requires that
composition of remuneration is rea- sonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employ- ees 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.
28. Familiarisation Programme for Independent Directors:
The familiarization program aims to provide Independent Directors with the industry
scenario, the so- cio-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 in- formed 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.
29, Declaration by 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 Inde- pendent 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 qualifica- tions, experience and expertise and they hold highest standards of
integrity.
30. Corporate Governance:
Your Company always places a major thrust on managing its affairs with diligence,
transparency, re- sponsibility and accountability thereby upholding the important dictum
that an Organization's corpo- rate governance philosophy is directly linked to high
performance. The Company understands and re- spects 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-F 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 cer- tain disclosures as required
under the Companies Act, 2013. 31. Business Responsibility Report: The Business
Responsibility Report for the financial year ended March 31, 2023 as stipulated under
Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 is not ap- plicable to the Company.
32. Statement concerning development and implementation of risk management policy of
the company: The Risk Management Policy for the financial year ended March 31, 2023 as
stipulated under Regula- tion 21 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company.
33. Management Discussion Analysis Report:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under reg- ulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015 is attached as Annexure E to the
Annual Report.
34. Auditors:
(a) Secretarial Audit & Secretarial Compliance Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies
(Appoint- ment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors
of the Com- pany has appointed Mr. Jaymin Modi, Practicing Company Secretaries, Mumbai to
conduct the Sec- retarial Audit for the financial year 2022-2023. The Secretarial Audit
Report for the year 2022-2023 issued by him in the prescribed form MR-3 is attached as
Annexure-D to this Report.
Pursuant to Regulation 24A of the Listing Regulations, the Board of Directors of the
Company has appointed Mr. Naveen Karn, Practicing Company Secretaries, Vasai to obtained
Secretarial Compli- ance 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.
(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 33th 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 your 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 27/05/2022 have appointed M/s. Meenakshi
Manish Jain & Asso- ciates, Chartered accountants as Internal Auditor of the Company
for the FY. 2022-23.
35. 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.
36. Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and
Senior Man- agement 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 remuner- ation 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.
37. Policy on Directors' Appointment And Remuneration:
The Board has on the recommendation of the Nomination & Remuneration Committee
adopted a pol- icy for selection and appointment of Directors Key Managerial Personnel
Senior Management and their remuneration.
(a) The Nomination & Remuneration Committee identifies and ascertains the integrity
qualification expertise and experience of the person for appointment as Director and
ensures that the candi- date identified possesses adequate qualification expertise and
experience for the appointment as a Director. The Nomination & Remuneration Committee
ensures that the candidate proposed for appoint- ment as Director is compliant with the
provisions of the Companies Act 2013. The candidate's appointment as recommended by the
Nomination and Remuneration Committee requires the approval of the Board. In case of
appointment of Independent Directors the Nomination and Remuneration Committee satisfies
itself with regard to the independent nature of the Directors vis-a-vis the Company so as
to enable the Board to discharge its function and duties effectively. The Nomination and
Remuneration Committee ensures that the candidate identified for appoint- ment as a
Director is not disqualified for appointment under Section 164 of the Companies Act 2013.
38. Green Initiative:
Electronic copy of the Annual Report 2022-2023 and the Notice of the 31st Annual
General Meeting are sent to all members whose email addresses are registered with the
Company / depository partici- pant(s). For members who have not registered their email
addresses physical copies are sent in the permitted mode.
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.
39. 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 (Preven- tion, 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.
40. 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, 2023 is annexed to and forms part of the Corporate
Governance Report appended to this Annual Report.
41. 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.
42. 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 un- ethical behaviour actual or suspected fraud or
violation of the code of conduct or policy. The mecha- nism 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 Com- pany.
43. 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. 44, 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.
45. Disclosure relating to Equity Shares with Differential Rights:
The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4 (4) of the Companies
(Share Capital and Debenture) Rules 2014 is furnished. 46. Disclosure relating to Sweat
Equity Shares: The Company has not issued any sweat equity shares during the year under
review and hence no in- formation as per provisions of Rule 8 (13) of the Companies (Share
Capital and Debenture) Rules 2014 is furnished. 47. Disclosure Relating to Employee Stock
Option Scheme and Employee Stock Purchase Scheme: The Company has during the year under
review not issued nor provided any employee stock option scheme and hence no information
is furnished as per provisions of Rule 12 (9) of the Companies (Share Capital and
Debenture) Rules 2014. 48. 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 295 i-STAT Analysers, 295 Simulators and 156,552 Cartridges from
Abbott POC, USA at the cost of USS 923,966.24 equivalent to Rs. 75,872,087.95. Hence, this
is also forming part of the Report is furnished as Annexure A to Director's Report.
49, 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. 50. 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 periodi- cally 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.
51. 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 re- port..
Further explanation/comments on the observations of Secretarial Auditors and the
observations given in Secretarial Compliance Report is as under:
Observation 1: During the year BSE had levied fine amount of Rs. 1,43,960/- and Rs.
2,17,120/- for Non Compliance under Regulation 18(1) and 19(1)/ 19(2) respectively.
Board's Reply: The said default was made good as the company has already filed Waiver
Applications with the BSE within the stipulated time period as the Company has complied
with the Regulation 18(1) and 19 (1) / (2) of SEBI (LODR) Regulations, 2015. In response
to the Waiver Applications filed by the Company on 10" March 2023, the BSE has
de-freezed the shares of the Promoters.
Observation 2: 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 as it was beyond our control and therefore, we filed these E-Forms
with an additional fees and the said default was made good.
Observation 3: During the year the Chairperson of Stakeholder Relationship committee is
required to be present at the Annual General Meeting. However, Chairperson was not present
at the Annual Gen- eral Meeting.
Board's Reply: The Chairperson of Stakeholders Relationship Committee namely Ms. Amisha
Dani was not present at the meeting as she was engaged in other curricular activities.
Observation 4: During the year information related to disclosure of relationships
between directors inter-se was not provided in notice of Annual General Meeting.
Board's Reply: Although there was no relationship between directors inter-se, this
confirmation was inadvertently missed by our Compliance Team. However, we reiterate that
the directors so proposed to be appointed did not have any relationship with any of the
existing director on Board of the Com- pany.
52. 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 |
Date: 31 August, 2023 |
Sd/- |
Place: Mumbai |
Ulhas Narayan Deosthale |
|
Whole-Time Director |
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DIN: 09215291 |
|