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EQUITY - MARKET SCREENER

Genpharmasec Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
531592
INE861N01036
1.1661777
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
120.5
133.45
EPS(TTM)
Face Value()
Div & Yield %
0.02
1
0
 

As on: Apr 17, 2024 03:12 AM

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
DIN: 09215291