To
The Members
The Directors of the Company take pleasure in presenting the 30th Annual
Report on the business and operations of the Company along with the Audited Financial
Statements (Standalone) for the financial year ended 31st March, 2024.
FINANCIAL RESULT
The company performance for the financial year ended on March 31st, 2024 is
summarized below:
(In Rs.)
Particulars |
2023-24 |
2022-23 |
Revenue from Operations |
16,50,750 |
2,72,25,190 |
Other Income |
15,003 |
4,25,453 |
Total Revenue |
16,65,753 |
2,76,50,643 |
Total Expenses |
15,14,273 |
1,85,18,860 |
Profit before Exceptional Items and Tax |
1,51,480 |
91,31,783 |
Exceptional Item |
- |
26,43,164 |
Profit before Tax |
1,51,480 |
64,88,619 |
Tax Expenses |
-339 |
6,080 |
Profit After Tax for the year |
1,51,818 |
64,82,539 |
EPS |
0.05 |
2.12 |
STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:
During the aforesaid period, the revenues from operations stood at Rs 16,50,750/-
Further, the Company had incurred total expenses of Rs. 15,14,273/-.
THE CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the year we added
human genomics services.
PRESENT AND FUTURE PROSPECTIVES:
PRESENT ACTIVITIES
1. Providing consultancy in: |
a. High-Tech Cultivation through Environment Controlled Poly Houses, NFT
& DFT etc. |
b. Organic Farming Open Field Cultivation using Bio-Fertilizer. |
2. Trading in agricultural and horticultural products |
3. Providing Next Generation Sequencing (NGS) services.
4. Genetic Counselling for Preventive and Targeted Therapeutics.
5. We have signed an agreement with Artemis Hospital Gurgaon to leverage their
state-of-the-art wet lab for Next-Generation Sequencing (NGS) analysis, enhancing
precision in genomic research and diagnostics.
6. Celebrating our key milestones achieved during the year.
This year has been pivotal for Genomic Valley, as we accomplished several major
milestones that highlight our dedication to innovation, collaboration, and excellence in
genomics:
Website Development and Optimization:
We launched and optimized a dynamic website to serve as a hub for our services and
values. This platform enhances customer engagement, provides seamless access to
information, and reflects our commitment to cutting-edge innovation.
Expansion of Services and Offerings:
We broadened our service portfolio to include advanced genomic pipelines like Whole
Genome Sequencing, Exome Sequencing, Gut Microbiome Analysis, and Targeted Sequencing
Panels. These expansions demonstrate our focus on meeting diverse healthcare and research
needs.
Projects on Chronic Kidney Disease and Ayurveda Hair Follicle Growth Study:
We initiated two groundbreaking projects: one exploring the genetic basis of Chronic
Kidney Disease (CKD) and another combining genomics with Ayurveda in a Hair Follicle
Growth Study. These initiatives underline our ability to merge traditional and modern
approaches to tackle healthcare challenges.
Database Creation and Market Research:
By building a comprehensive database and conducting in-depth market research, we have
enhanced our understanding of healthcare trends, enabling us to deliver solutions that
meet the needs of patients and clinicians effectively.
Events, Workshops, and Webinars:
Organizing events, workshops, and webinars with academic institutions, healthcare
providers, and industry leaders. These engagements have strengthened our expertise,
visibility, and partnerships.
Chatbot and Domain Setup:
To enhance customer interaction, we developed and deployed a chatbot along with domain
setup. These tools provide instant support and improve the user experience on our
platform.
Email Marketing, Invoicing, and CRM Setup:
We integrated email marketing, invoicing, and customer relationship management (CRM)
tools to streamline communication and operations, ensuring efficient processes and
improved client engagement.
Razorpay Setup, Payment Integration, and Server Setup:
With Razorpay integration and server setup, we have built a secure and efficient
payment system on our website, ensuring seamless transactions and reinforcing trust with
our clients.
FUTURE ACTIVITIES |
1. Pharmaceutical Genomics and Biomanufacturing: |
o To pioneer the integration of genomics in pharmaceutical development
for targeted therapies. |
o To establish scalable and efficient biomanufacturing processes for
producing biologics and gene therapies. |
o To contribute to global drug discovery efforts through genomic insights
and AI-driven methodologies. |
2. Research and Development: |
o To lead innovations in all areas of human genomics, with a specific
focus on identifying novel genetic biomarkers and therapeutic targets in oncology. |
o To integrate Next-Generation Sequencing (NGS) with AI for rapid,
precise, and cost-effective oncology diagnostics. |
o To establish strategic collaborations with academic and industry
leaders for translational cancer research. |
3. Radiogenomic Innovations in Cancer Diagnosis and Treatment: |
o Lead advancements in radiogenomics by integrating imaging and genomic
data to enhance cancer diagnosis and personalized treatment strategies. |
o Identify novel genetic biomarkers and therapeutic targets through
radiogenomic analysis, with a specific focus on improving precision in oncology. |
o Develop machine learning-driven models to correlate radiological
features with genetic mutations, facilitating early detection and accurate classification
of cancer subtypes. |
o Create robust, user-friendly applications for clinical use, enabling
healthcare providers to access predictive insights and optimize patient care. |
BIOTECHNOLOGY INDUSTRY GROWTH
The growth of Biotechnology industry as per Transparency Market Research is estimated
to observe substantial growth during 2010 and 2018 as investments from around the world
are anticipated to rise, especially from emerging economical regions of the world. The
report states that the global market for biotechnology, studied according to its
application areas, shall grow at an average annual growth rate of CAGR 11.6% from 2012 to
2018 and reach a value worth USD 414.5 billion by the end of 2018. This market was valued
approximately USD 216.5 billion in 2011. The market of bio agriculture, combined with that
of bio seeds, is projected to reach a value worth USD 27.46 billion by 2019. The field of
biopharmaceuticals dominated the global biotechnology market and accounted for 60% shares
of it in the year 2011. Many biotechnological industries flourished by the technological
advancements leading to new discoveries and rising demands from the pharmaceutical and
agricultural sectors.
PUBLIC DEPOSIT
During the year under review, the company has not accepted any deposit under Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2024 stood at
Rs.9,00,00,000/- divided into 90,00,000 equity shares of Rs. 10/- each. The Paid-up Equity
Share Capital as at March 31, 2024 stood at Rs.3,05,45,000/-divided into Rs. 30,54,500
equity shares of Rs.10/-each fully paid.
Share Capital |
March 31, 2024 |
March 31,2023 |
Authorized Capital |
9,00,00,000 |
9,00,00,000 |
Issue Capital |
8,15,00,000 |
8,15,00,000 |
Subscribed Capital |
7,69,73,000 |
7,69,73,000 |
Less: Share Forfeiture |
4,64,28,000 |
4,64,28,000 |
Paid Up Capital |
3,05,45,000 |
3,05,45,000 |
LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees or Investments covered under the provisions of Section 186
of the Companies Act, 2013 ("the Act") are given in the notes to the financial
statements.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500)
listed entities based on market capitalization shall contain the Business Responsibility
Report in their Annual Report. As the Company does not fall under top 500 listed Companies
based on market capitalization, therefore, this regulation is not applicable to the
Company
DIVIDEND
Although there is profit in the Company during the year but need to conserve resources
for the expansion of the business of your Company, Board expresses its inability to
declare any dividend for the financial year 2023-24.
RESERVES
The company is having less profit in financial year 2023-24. Therefore, no amount was
transferred into reserve account.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments effecting the financial position of the
company which have occurred during the financial year 2023-24 of the company to which the
financial statement relates to the date of this report.
BOARD OF DIRECTORS AN OTHER KEY MANAGERIAL PERSONNEL
The Company is managed and controlled by a Board comprising an optimum blend of
Executives and Non- Executive Professional Directors. As on March 31, 2024; the Board of
Directors consists of Five (5) Directors including One (1) Managing Director cum Executive
Director, Two (2) Non-executive Independent Director and Two (2) Non- Executive and Non
Independent Director including one Woman Director. All the Directors possess the requisite
qualifications and experience in general Corporate Management, Finance, banking and other
allied fields which enable them to contribute effectively to the Company in their capacity
as Directors of the Company.
Following are the details of Directors and Key Managerial Personnel (KMP) of the
Company along with changes as placed during the Financial Year 2023-2024.
Sr. No. Name of Directors |
Designation |
DIN |
Date of Appointment |
Date of Resignation |
1. Mr. Yogesh Agrawal |
Managing Director |
01165288 |
07/09/2015 |
- |
2. Mr. Praveen Kumar |
Non-Executive - |
09165954 |
30/06/2023 |
05/09/2024 |
Mishra* |
Independent Director |
|
|
|
3. Mrs. Parul Agrawal |
Additional (Non - Executive Non - Independent Director) |
01165188 |
14/02/2024 |
- |
4. Mr. Ashok Kumar |
Additional (Non - Executive Non - Independent Director) |
07647876 |
14/11/2023 |
- |
5. Mr. Yogesh Agrawal |
Chief financial officer |
- |
30/06/2023 |
- |
6. Mrs. Anupam Aditya |
Company Secretary & Compliance Officer |
- |
31/03/2023 |
- |
7. Ms. Jyoti Bansal |
Additional Non-Executive and Independent Director |
08489503 |
30/06/2023 |
14/12/2023 |
8. Mr. Kapoor Chand Garg |
Non-Executive and Independent Director |
03627645 |
31/03/2023 |
30/06/2024 |
9. Mr. Rahul Kumar Pathak |
Non-Executive and Independent Director |
09103619 |
31/03/2023 |
30/06/2023 |
10. Mr. Satendra Kumar Goyal* |
Additional (Non - Executive Independent Director) |
08767544 |
09/05/2024 |
- |
Change in Board Composition:
Ms. Jyoti Bansal was appointed as an Additional Non-Executive (Independent) Director on
the Board with effect from 30th June, 2023 and resigned as Non-Executive
(Independent) Director w.e.f. 14th December, 2023.
Mr. Kapoor Chand was resigned as Non-Executive (Independent) Director with effect from
30th June, 2024.
Mr. Rahul Kumar Pathak was resigned as Non-Executive (Independent) Director with effect
from 30th June, 2023.
Mrs. Parul Agrawal was resigned as a Non-Executive (Non- Independent) Director on the
Board with effect from 14th November, 2023. Again Mrs. Parul Agrawal was
Appointed on 14th February, 2024 as an additional Non-Executive (Non-
Independent) Director who shall be regularized as Non-Executive (Non-Independent) Director
in ensuing general meeting subject to the approval of shareholders of the Company.
Mr. Ashok Kumar was appointed as an Additional Non-Executive (Non- Independent)
Director on the Board with effect from 14th November, 2023 who shall be
regularized as Non-Executive (Non-Independent) Director in ensuing general meeting subject
to the approval of shareholders of the Company.
Mr. Yogesh Agrawal has been appointed as Chief Financial Officer of the Company with
effect from 30th June, 2023.
*Mr. Satendra Kumar Goyal has been appointed as an Additional Non-Executive
(Independent) Director on the Board with effect from 09th May, 2024 who shall
be regularized as Non-Executive (Independent) Director in ensuing general meeting subject
to the approval of shareholders of the Company.
*Mr. Praveen Kumar Mishra was appointed as an Additional Non-Executive (Independent)
Director on the Board with effect from 30th June, 2023 and resigned as
Non-Executive (Independent) Director w.e.f. 05th September, 2024
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. The Board / Committee Meetings are
pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is
circulated to the Directors well in advance to facilitate them to plan their schedule and
to ensure meaningful participation in the meetings. However, in case of a special and
urgent business need, the Board's approval is taken by passing resolutions by circulation,
as permitted by law, which is noted and confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Usually,
meetings of the Board are held at registered office. The Agenda of the Board / Committee
meetings is set by the Company Secretary in consultation with the Chairman of the Company.
The Agenda is circulated a week prior to the date of the meeting.
The Agenda for the Board and Committee meetings includes detailed notes on the items to
be discussed at the meeting to enable the Directors to take an informed decision.
During the Financial Year 2023-2024, Six Board meetings were held on:
1. |
29th May, 2023 |
2. |
30th June, 2023 |
3. |
14th August, 2023 |
4. |
04th September, 2023 |
5. |
14th November, 2023 |
6 . |
14th February, 2024 |
The maximum interval between any two meetings was well within the maximum allowed gap
of 120 days.
The details of attendance of each director at the Board meetings are as given below:
Name of Director |
Date of Original Appointment |
Date of Cessation |
Number of Board Meetings eligible to attend |
Number o f Board Meetings attended |
Mr. Yogesh Agrawal |
07/09/2015 |
- |
5 |
5 |
Mr. Praveen Kumar |
30/06/2023 |
05/09/2024 |
2 |
2 |
Mishra |
|
|
|
|
Mrs. Parul Agrawal |
14/02/2024 |
- |
- |
- |
Mr. Ashok Kumar |
14/11/2023 |
- |
1 |
1 |
Ms. Jyoti Bansal |
30/06/2023 |
14/12/2023 |
3 |
3 |
Mr. Kapoor Chand Garg |
31/03/2023 |
30/06/2024 |
2 |
2 |
Mr. Rahul Kumar Pathak |
31/03/2023 |
30/06/2023 |
2 |
2 |
COMMITTEES AND THEIR MEETINGS
Audit Committee
The Company has an Audit Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Committee comprises of:
o Mr. Parveen Kumar Mishra (Non-Executive and Independent Director, Chairman), resigned
on 28th August, 2024.
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director).
o Ms. Jyoti Bansal (Non- Executive and Non-Independent Director), Resigned on 14th
December, 2023.
o Mr. Kapoor Chand Garg (Non- Executive and Independent Director), Resigned on 30th
June, 2024
The terms of reference of the Audit Committee inter alia include overseeing the
financial reporting process, reviewing the financial statements and recommending the
appointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year Four (29/05/2023, 14 / 08 / 2023, 14/11/2023, 14/02//2024) Audit
Committee Meetings were held.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee of Directors in compliance
with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The Committee's scope of work includes nominate the directors as per their
qualifications, experience and positive attributes, deciding on remuneration and policy
matters related to remunerations of Directors and laying guidelines for remuneration
package or compensation etc.
The Committee comprises of:
o Mr. Parveen Kumar Mishra (Non -Executive and Independent Director, Chairman),
Resigned on 28th August, 2024.
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director),
o Ms. Jyoti Bansal (Non- Executive and Non-Independent Director), Resigned on 14th
December, 2023 Mr. Satendra Kumar Goyal (Non- Executive and Non-Independent
Director)
o Mr. Kapoor Chand Garg (Non- Executive and Independent Director), Resigned on 30th
June, 2024
o During the year 04 Nomination and Remuneration Committee Meeting was held on
30/06/2023, 30/09/2024 14/11/2023 and 14/02/2024
STAKEHOLDERS & RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of
investors such as transfer or credit of shares, non- receipt of dividend/notices /annual
reports, etc.
The Committee comprises of:
o Mr. Parveen Kumar Mishra (Non -Executive and Independent Director, Chairman),
Resigned on 28th August,2024.
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director). o Ms. Jyoti Bansal
(Non- Executive and Non-Independent Director), Resigned on 14th December, 2023.
o Mr. Kapoor Chand Garg (Non- Executive and Independent Director), Resigned on 30th
June, 2024
The Company has a Stakeholder Relationship Committee of directors to look into the
redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices /annual reports, etc.
During the year 01 Stakeholders & Relationship Committee Meeting was held on
14.02.2024.
RISK MANAGEMENT COMMITTEE
The Company's Risk Management Committee comprises all the 2 Independent Directors and
non-executive director.
The Committee comprises of: |
o Mr. Parveen Kumar Mishra (Non -Executive and Independent Director,
Chairman), Resigned on 28th August,2024 |
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director), |
o Ms. Jyoti Bansal (Non- Executive and Non-Independent Director),
Resigned on 14th December, 2023 |
o Mr. Kapoor Chand Garg (Non- Executive and Independent Director),
Resigned on 30th June, 2024 |
During the year 01 Risk Management Committee Meeting was held on
14.02.2024. |
DIRECTOR'S RESPONSIBILTY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, and based on the
representations received from the management, the directors hereby confirm that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) we have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2024 and of the profit of the
Company for the year ended on that date;
c) we have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) we have prepared the annual accounts on a going concern' basis;
e) we have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and
f) we have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the Financial Year 2023-24 as
required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed to this Report as Annexure - I
DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and that they are not disqualified from continuing their
appointment as Independent Director.
During the year under review the non- executive directors of the company had no
Pecuniary relationship or transactions with the Company other than sitting fees,
commission, if any and reimbursement of expenses incurred for the purpose of attending the
meetings of the board or committees of the company.
The Company has received requisite annual declarations/confirmations from all the
aforesaid Independent Directors. The Board of Directors of the Company is of the view that
Independent Directors fulfil the criteria of independence and they are independent from
the management of the Company.
The Company has noted that the names of all Independent Directors have been included in
the data bank maintained with the Indian Institute of Corporate Affairs, Manesar
(IICA'). Accordingly, all the Independent Directors of the Company have registered
themselves with IICA for the said purpose. In terms of Section 150 of the Act read with
the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended
thereof, both the Independent Directors are exempted from undertaking online proficiency
self-assessment test conducted by the IICA.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise
was carried out to evaluate the performance of individual Directors, including the
Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the
Company.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The board also carried out an annual performance
evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder
relationship committee. The Directors expressed their satisfaction with the evaluation
process. The Board of Directors reviewed all the laws applicable to the company, prepared
by the company and taking steps to rectify instances of non-compliances
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of
limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:
A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Name of the Director/ and KMP |
Designation |
Remuneration (in Lakhs) 2023-24 |
Remuneration in Consideration |
Resignation Dated |
Mr. Yogesh Agrawal |
Managing Director & CFO |
- |
- |
- |
Mr. Praveen Kumar Mishra |
Non-Executive - Independent Director |
- |
- |
28/08/2024 |
Ms. Jyoti Bansal |
Additional Non-Executive and Independent Director |
- |
- |
14/12/2023 |
Mr. Kapoor Chand Garg |
Non-Executive and Independent Director |
- |
- |
30/06/2024 |
Mr. Rahul Kumar Pathak |
Non-Executive and Independent Director |
- |
- |
30/06/2023 |
Mr. Ashok Kumar |
Non-Executive - Non Independent Director |
- |
- |
- |
Mrs. Parul Agrawal |
Non - Executive Non - Independent Director |
- |
- |
- |
Mr. Satendra Kumar Goyal* |
Non - Executive Independent Director |
- |
- |
- |
Mrs. Anupam Aditya |
Company Secretary & Compliance Officer |
Rs. 1.80 Lakhs |
- |
- |
*Mr. Satendra Kumar Goyal has been appointed as an Additional Non-Executive
(Independent) Director on the Board with effect from 09th May, 2024 who shall
be regularised as Non-Executive (Independent) Director in ensuing general meeting subject
to the approval of shareholders of the Company.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure
Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at www.genomicvalley.com. The
Policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material Related Party
Transactions keeping in mind the potential or actual conflicts of interest that may arise
because of entering into these transactions. Transactions with related parties as per AS
18 have been disclosed in the notes forming part of Financial
Statements. All Related Party Transactions are placed before the Audit Committee for
review and approval. Prior omnibus approval is obtained for Related Party Transactions on
a quarterly basis for transactions which are of repetitive nature and / or entered in the
Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are
subjected to independent review by a reputed accounting firm to establish compliance with
the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requir em ent s ) Regulations, 2015.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business and on Arm's Length basis. No Material Related Party Transactions, i.e.
transactions exceeding ten percent of the annual consolidated turnover as per the last
audited financial statements, were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section 134(3) (h) of the
Companies Act, 2013 in Form AOC 2 is not applicable.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
The Company's Internal Control Systems are commensurate with the nature of its business
and the size and complexity of its operations. It comprises audit and compliance by
internal auditor.
The Internal Auditors independently evaluate the adequacy of internal controls and
concurrently audit the financial transactions and review various business processes.
Independence of the Internal Auditors and therefore compliance is ensured by the direct
report of internal audit division and Internal Auditors to the Audit Committee of the
Board.
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and
implement the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence
of the Company. These are discussed at the meeting of the Risk management committee and
the Board of Directors of the Company.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE
Mrs. Parul Agrawal appointed as an Additional director (Non-executive and
Non-Independent Director in the company is a wife of Mr. Yogesh Agrawal who is a managing
director of the company.
SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI)as and when they are made mandatory.
AUDITORS
STATUTORY AUDITORS
It is proposed to appoint M/s Andros & Co., Chartered Accountant was appointed as
statutory auditors of the Company in the Annual General Meeting held on 23rd August, 2019
for five years. And The Board of Directors has approved the re-appointment of M/S ANDROS
& CO. (Firm Reg. No.008976N), Chartered Accountants, Delhi as Statutory Auditors of
the Company for the financial years 2024-25 to 2028-29 to hold office from the conclusion
of 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting and
fix their remuneration for the financial year 2024-25 subject to the approval of the
shareholders in the ensuing Annual General Meeting of the Company.
M/s Andros & Co. has conducted the Statutory Audit of the Company for the Financial
Year 2023-24.
AUDITOR'S REPORT
The Auditor's Report for financial year ended March 31, 2023, does not contain any
qualification, reservation or adverse remarks. All Observations made in the Independent
Auditors' Report and Notes forming part of the Financial Statements are self-explanatory
and do not call for any further comments and also, there is no incident of fraud requiring
reporting by the auditors under section 143(12) of the Companies Act, 2013 during the
year. The Auditor's report is enclosed with the financial statements in this Auditor's
Report.
SECRETARIAL AUDITORS
The Company has appointed SBR & Co. LLP, Company Secretaries as Secretarial
Auditors of the Company for carrying out the secretarial audit for the financial year
2023-24.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024,
is annexed herewith as Annexure-II. Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
INTERNAL AUDITOR
Navjyoti Kumar Jha has been appointed as Internal Auditors of the Company to conduct
the Internal Audit of the company for the Financial Year 2023-24.
COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
CORPORATE GOVERNANCE
As per Regulation27(2) of the SEBI (LODR) Regulations, 2015 Corporate governance
provisions are not applicable to a listed entity only if the paid-up equity share capital
is less than Rs. 10 Crore and net-worth is less than Rs. 25 Crore. Since the company
having Paid up capital is Rs. 3,05,45,000/- and Net Worth is Rs. 4,44,30,181/- which is
not exceeding the limits as specified above. Therefore, the compliance with the Corporate
Governance provision specified in the applicable Regulation shall not be applicable to the
Company.
PREVENTION OF SEXUAL HARRASMENT
The Company is an equal opportunity provider and has zero tolerance in any form or
manner towards the sexual harassment of women at work place. In accordance with the Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act,2013, the
Company has formulated a policy on prevention, prohibition and redressal of sexual
harassment of women at work place. The Company has constituted Internal Complaints
Committee which meets as and when required.
No complaints pertaining to sexual harassment of women employees were received during
the year.
POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION& DISCHARGE OF THEIR DUTIES
A Nomination and Remuneration Committee has been constituted under section 178 of the
Companies Act, 2013 for formulization the criteria for determining qualifications,
positive attributes and independence of a Directors and recommend to the Board a policy
relating to the remuneration for the Directors, Key Managerial Personnel and other
employees. Further, the Directors of the Company are being paid remuneration as approved
by the Shareholders and Board as per the provisions of the Act and rules made thereunder.
FORMAL ANNUAL EVALUATION
The Nomination and Remuneration Committee of the Company has formulated Evaluation
Policy during the year, which was approved by the Board of Directors. The Policy provides
for evaluation of the Board, the Committee of the Board and individual Directors,
including the Chairperson of the Board. The policy provides that evaluation of the
performance of the Board as a whole, Board Committees and Directors shall be carried out
on an annual basis.
CAUTIONARY STATEMENT
Statements in the Annual Report, particularly those which relate to Management
Discussion and Analysis, describing the Company's objectives, projections, estimates and
expectations, may constitute forward looking statements' within the meaning of
applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.
APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)
The financial statements have been prepared in accordance with the Indian Accounting
Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your directors place on records their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain as industry leaders.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, redistribution stockiest, retailers,
business partners and others associated with the Company as its trading partners. Your
Company looks upon them as partners in its progress and has shared with them the rewards
of growth. It will be the Company's Endeavour to build and nurture strong links with the
trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.
The Directors also take this opportunity to thank all Investors, Clients, Vendors,
Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.
For Genomic Valley Biotech Limited
Date: 06 .12 .2 02 4 |
Sd/- |
Sd/- |
Place: Haryana |
Yogesh Agrawal |
Parul Agrawal |
|
Managing Director |
Director |
|
DIN-0116528 |
DIN-0116518 |