Mar 31, 2023
The Directors are pleased to present the 38th Annual Report and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31,2023.
Financial Highlights and Performance:1. Financial Results
Rs. in Lakhs |
||||
PARTICULARS |
Standalone |
Consolidated |
||
March 31,2023 |
March 31,2022 |
March 31,2023 |
March 31,2022 |
|
Revenue from Operations |
6,509.81 |
6,121.38 |
6,560.30 |
6,121.38 |
Other Income |
340.35 |
138.14 |
395.35 |
138.14 |
Total Income |
6,850.16 |
6,259.52 |
6,955.64 |
6,259.52 |
Share of Profit/(Loss) of Associates |
0 |
0 |
0 |
0 |
Profit before Finance Cost, Depreciation and Tax Expense |
798.65 |
675.94 |
864.62 |
675.94 |
Finance Cost |
123.09 |
87.74 |
135.38 |
87.74 |
Depreciation |
74.44 |
78.85 |
91.94 |
78.85 |
Tax Expenses |
145.22 |
117.03 |
145.22 |
117.03 |
Net Profit after Tax for the year |
455.90 |
393.32 |
492.08 |
393.32 |
Other Compressive Income /(Loss) (net of tax) |
2.36 |
18.22 |
127.36 |
18.22 |
Total Comprehensive Income |
458.26 |
410.55 |
619.44 |
410.55 |
EPS |
0.259 |
0.325 |
0.319 |
0.325 |
Your Directors wish to present the details of Business operations done during the year under review:
During the year under review your Company has recorded a total Revenue of Rs. 6,850.16 lakhs as against Rs.6,259.52 lakhs in the previous year, and the company has recorded the Profit before Finance Cost, Depreciation and Tax Expenses of Rs.798.65 lakhs (2022-23) as against Rs.675.94 lakhs (2021-22). In the current year the Net profit is Rs.458.26 lakhs against the previous year Rs.410.55 lakhs.
There is a 51% increment in the Consolidated Profit during the year under review and the all efforts are being made to make the Company to be reckoned with in the Pharma Arena and your Directors are hopeful of the our Company would be making better performances with profits in the coming years.
Your Management is making all its efforts for adding additional APIs for manufacturing by enhancing the production capacities and increased R& D efforts for which the Management is also exploring the possibilities ofvarious options to raise the required funds.
Deccan Remedies Limited: Your Management is happy to announce that the Company has acquired 51% shareholding in Deccan Remedies Limited and thus become company''s subsidiaries. Moreover, Deccan Remedies Limited has acquired new running Pharma Plant at Visakhapatnam, Andhra Pradesh from M/s. Forel Labs Private Limited. Your Management is hopeful and is confident of giving Gennex an International presence with this new acquisition.
Share Capital:
Authorized Share Capital - During the year under review, there was no change in authorized share capita I of the Company. Authorized share capital of the company as on March 31, 2023 was Rs.20,00,00,000/-, comprising of 20,00,00,000 equity shares of Rs.1/- each.
Paid-up Share Capital - During the year under review, there was change in paid up share capital of the Company due to issue of shares on Rights basis. Paid up share capital of the company as on March 31, 2023 was Rs.17,66,43,279/-, comprising of 17,66,43,279 Equity Shares of Rs.1/- each.
Right Issue - During the Financial Year2022-23, your Company had come up with Right Issue of 6,32,51,500 Equity shares of Rs.1 each, issued at a price of Rs.6 per share (including premium of Rs.5 per share), aggregating upto Rs.37.951 Crores to the existing eligible Equity Shareholders of the Company. The Company has issued and allotted 5,25,06,534 partly paid up Equity Shares after receipt of the application money. And subsequently converted 5,01,40,279 partly paid up Equity Shares to fully paid up Equity Shares to eligible Shareholders on receipt of First & Final call money.
The Company has not bought back any of its securities during theyear under review.
The Company has not issued any Sweat Equity Shares during theyear under review.
The Company has not issued any bonus shares during theyear under review.
Employees Stock Option:
The Company has not provided any Stock Option Scheme to the employees.
Your Directors have not recommended any dividend on Equity Shares for the year under review.
Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with Rules made there under.
Subsidiaries, Joint Ventures and Associates:
As on March 31, 2023, we have one Subsidiary Company and in this regard a Statement containing the salient features of the Financial Statement of our Subsidiary in the prescribed format AOC-1 is appended as Annexure-I to the Board''s report.
Particulars of Contracts & Arrangements with Related Parties:
All transactions entered by the Company with Related Parties were in the Ordinary course of Business and are at Arm''s Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the Committee and the Board of Directors.
There were no materially significant transactions with Related Parties during the financial year 2022-23 which were in conflict with the interest of the Company. The details of contracts and arrangements with Related Parties as referred to in Section 188(1) of the Companies Act, 2013 were given as Annexure - II to the Board''s Report in form No: AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.
Particulars of Loans, Guarantees or Investments:
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has not made any inter-corporate loan / advance nor made any investments in other companies during the financial year2022-23, except to its subsidiary Company.
Number of Board Meetings held:
During the financial year ended March 31, 2023, Eleven Board Meetings were held.
The dates on which the Board Meetings were held are 06.04.2022, 12.05.2022, 30.05.2022, 24.06.2022, 16.07.2022, 12.08.2022, 06.09.2022,26.09.2022, 07.10.2022,14.11.2022 and 14.02.2023 the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.
The Board of directors have carried out an evaluation of its own performance and of its Committee as well as its individual Directors on the basis of criteria such as Composition of the Board / Committee Structure, effectiveness, its process, information and functioning etc.
The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014:
Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-IV.
As required by Section 92 (3) of the Act Read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MCT 9 is available on the Company''s website at www.gennexlab.com.
Declaration by Independent Directors:
The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.
Familiarization programmer for Independent Directors:
The Company proactively keeps its Directors informed of the activities of the Company, it''s Management and Operations and provides an overall industry perspective as well as issues being faced by the industry.
Independent Directors'' Meeting:
The Independent Directors met on 14.02.2023, without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013:
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:
i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;
ii. that the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023, and of Profit and Loss Account of the Company for that period;
iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2023, on a going concern basis;
v. that the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and were operating effectively; and
vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year:
In terms of Section 152 of the Companies Act, 2013, Mr. Arihant Baid, Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment, Mr. Arihant Baid has offered himself for re-appointment.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2023 are: Mr. Arihant Baid, Managing Director, Mr. T M Copala Krishnan, Whole Time Director, Mr. Laxmipat Baid, CFO and Mr. Dinesh Kumar Kejriwal, Company Secretary of the Company.
Policy on directors'' appointment and remuneration and other details:
Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has adopted a policy for nomination, remuneration and other related matters for Directors and senior management personnel. A gist of the policy is available in the Corporate Governance Report.
Statutory Auditors:
M/s. PPKG & Co., Chartered Accountants (Firm Registration No. 009655S) were appointed as statutory auditor at the 33rd ACM held on August 09, 2018 till the conclusion of the 38th ACM of the Company i.e., up to the financial year ending on March 31,2023.
Now, M/s. PPKG & Co., Chartered Accountants has completed consecutive five years as the statutory auditor of the company and retires as the Statutory Auditors of the company at the conclusion of the 38th Annual General Meeting.
Accordingly, as per the requirements of the Act and based on the recommendations of the Audit Committee, the board of directors of the company has in its meeting held on September 6, 2023 proposed to appoint M/s. R. Pugalia & Company, Chartered Accountants, (Firm Registration No. 318188E), as Statutory Auditors of the company for a period of five years commencing from the conclusion of 38th AGM till the conclusion of the 43rd AGM to be held in the year 2028. M/s. R. Pugalia & Company, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be in accordance with the provisions ofSection 141 of the Companies Act, 2013.
Auditors'' Report and Secretarial Auditors'' Report:1. Auditors'' Report
Qualifications, Reservations or Adverse Remarks:
Information & Explanation in respect of Qualification / Reservation or Adverse remarks contained in Independent Auditor''s Report under Paras: Basis for Qualified opinion, Emphasis of Matter and Other Matter:
a. Confirmations / reconciliations of, The Balances of Current Assets, Other Non-Current Assets, Non-Current Liabilities, Current Liabilities & other Current Liabilities, The Impact of the same is unascertained;
b. The Company has Income tax cases pending before Appellate Authorities at various levels, the outcome of some of these cases has an impact of Rs.203.74 Lakhs on the profit of the company and impact of remaining cases cannot be ascertained.
Board''s Response: -
a) As pointed out by the Statutory Auditors, the company has not obtained confirmation of The Balances of Current Assets, Other Non-Current Assets, Non-Current Liabilities, Current Liabilities & other Current Liabilities. The Company has made best of its efforts to obtain the same before signing the accounts for current financial year as well as for last financial year. Further, the Management of the Company confirms that balances shown in the Books are true and correct as per their knowledge.
b) As pointed out by the Statutory Auditors, Income tax cases pending before Appellate Authorities at various levels, the outcome of some of these cases has an impact of Rs.203.74 Lakhs on the profit of the company and impact of remaining cases cannot be ascertained. The Company is pursuing with Department for early disposal of all the cases. Further, the Management of the Company is confident of favorable decisions from the Authorities in due course.
As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed Mr. Rakesh Kumar Gupta, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the company for the Financial Year ended on March 31,2023.
Secretarial Audit Report issued by Mr. Rakesh Kumar Gupta, Company Secretaries, in Form MR-3 is enclosed as Annexure - V to this Annual Report.
The Board of Directors of the Company appointed Rakesh S Jain & Associates to conduct Internal Audit of the Company for the Financial Year ended March 31, 2023.
There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.
The Board has Audit Committee, Nomination and Remuneration Committee. Stakeholders'' Relationship Committee and Right Issue Committee. The composition and other details of these Committees, have been given in the Report on the Corporate Governance forming part of the Annual Report
Corporate Social Responsibility (CSR) Initiatives:
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e., (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company
Management Discussion and Analysis:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis given below discusses the key issues concerning the business and carried on by the Company and the same is enclosed as Annexure - VI to this Report.
The Company is committed to good corporate governance in line with the Schedule Vof SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from M/s. PPKG & Co., Chartered Accountants and the report on Corporate Governance form part of this Directors'' Report as Annexure-VII.
All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.
Vigil Mechanism:
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.
Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements:
1. The Company has set Internal Control Systems to maintain accurate and complete accounting records, to safeguard its assets, to prevent and detect any frauds and errors.
2. The Company has appointed internal employee as the Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and
3. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Fixed Assets Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.
The names of companies which have become or ceased to be company''s subsidiaries, joint ventures or associate companies during the year:
The company has acqured 6% more shares in M/s Deccan Remedies Limited. Thus the Company has 51% shareholding in M/s Deccan Remedies Limited and nowM/s Deccan Remedies Limited is our subsidiary Company.
Change in the nature of business:
There is no change in the nature of business of the Company.
The 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:
No Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
Industrial relations continued to be cordial throughout the year under review.
Material changes and commitments:
There are no Material changes and commitments in the business operations of the Company from the Financial Year ended March 31,2023, to the date of signing of the Directors'' Report.
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the Financial Year ended March 31, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.
Listing of Equity Shares:
The Company''s Equity shares are listed at the following Stock Exchanges:
BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001; and The Company has paid the Annual Listing Fee to the said Stock Exchanges for the Financial Year2022-23.
We seekto promote and followthe highest level of ethical standards in all our business transactions guided by ourvalue system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
i) Whistleblower Policy (Policy on vigil mechanism):
The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2023.
ii) Policy for Determining Materiality for Disclosures:
This policy applies to disclosures of material events affecting. This policy is in addition to the Company''s corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.
iii) Policy on Document Retention:
The policy deals with the retention and preservation of corporate records of the Company.
Share transfer agency:
The Company has appointed M/s. R & D Infotech Pvt. Ltd., 1st Floor, 7A, Beltala Road Naresh Mitra Sarani Kolkata - 700 026 as its Share Transfer Agency for handling both Physical and Electronic Transfers.
Awards and recognition:
The Company has been awarded DIN EN ISO 9001:2008, ISO 18001:2007, BS OHSAS 18001:2007 and ISO 9001:2015 Certification by TUV NORD Cert GmbH for Management System for manufacture and sale of Active Pharmaceutical Ingredients and intermediates.
The Company has been awarded European Union Written Confirmation (EU-WC) for Guaifenesin ^Methocarbamol by the Central Drugs & Standard Control Organization (CDSCO), New Delhi for Sale Statutory requirements of the Country.
The Company has been awarded WHO-CMP certification by the State Drug Licensing authority.
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
Statements in these reports describing company''s projections statements, expectations and hopes a re forward looking. Though, these expectations etc.; are based on reasonable assumption, the actual results might differ.
Acknowledgement:
The Directors take this opportunity to place on record their sincere thanks to the Employees, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the Shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.
Mar 31, 2018
DIRECTORSâ REPORT
To
The Members of
Gennex Laboratories Limited
The Directors are pleased to present the 33rd Annual Report and the Audited Financial Statements for the Financial Year ended 31st March, 2018.
1. Financial Results (Rs. in Lakhs)
PARTICULARS Standalone Consolidated March March March March 31, 2018 31, 2017 31, 2018 31, 2017 |
||||
Total Revenue |
4468.24 |
4,202.61 |
4468.24 |
4,202.61 |
Profit before finance cost, |
||||
depreciation and tax expense |
310.62 |
464.56 |
310.62 |
464.56 |
Finance cost |
73.11 |
70.54 |
73.11 |
70.54 |
Profit before depreciation and |
||||
tax expense |
236.520 |
394.02 |
236.520 |
394.02 |
Depreciation |
92.18 |
83.94 |
92.18 |
83.94 |
Profit before tax expense |
145.33 |
310.08 |
145.33 |
310.08 |
Tax expense (Net) |
61.76 |
39.64 |
61.76 |
39.64 |
Net Profit for the year |
83.58 |
270.44 |
83.58 |
270.44 |
Profit brought forward from |
||||
earlier year |
1078.44 |
808.00 |
1078.44 |
808.00 |
Profit available for appropriation |
1162.01 |
1,078.44 |
1162.01 |
1,078.44 |
State of the Companyâs Affairs
Your Directors wish to present the details of Business operations done during the year under review:
During the year under review your Company has recorded a total Revenue of Rs. 4468.24 lakhs as against Rs.4,202.61 lakhs in the previous year, and the company has recorded the Profit before Finance Cost, Depreciation and Tax Expenses of Rs.310.62 lakhs (2017-18) as against Rs.464.56 lakhs (2016-17). In the current year the Net profit is Rs.83.58 Lakhs against the previous year Rs.270.44 lakhs. There is a decrease in the Profit during the year under review and all efforts are being made to make the Company to be reckoned with in the Pharma Arena and your Directors are hopeful of the our Company would be making better performances with profits in the coming years.
Future Outlook
The Management of the Company is making all its efforts for adding additional APIs for manufacturing by enhancing the production capacities and increased R & D efforts for which the Management is also exploring the possibilities of various options to raise the required funds.
Kothur Unit: The Management of the Company is making all its efforts in bringing the unit at Kothur near Zaheerabad into operation by end June, 2019 and in the process, the Company is pleased to inform that its application for Environmental Clearance from Ministry of Environment & Forest has been approved and the unit has been granted Environment Clearance by MoEF New Delhi. Further, its application for CFE approval from Pollution Control Board has been processed and is confident of getting PCB approval for the same.
The Management is looking for establishing an US (FDA) approved Plant with also approvals from EDQM and TGA for manufacturing High Value Low Volume and Low Volume High Value Active Pharmaceutical Ingredients (APIs) at Kothur, near Zaheerabad and as soon as the unit becomes operational, the Management is confident of giving Gennex an International presence. The management is exploring various options to raise the required funds to make the unit operational.
Share Capital:
Authorized Share Capital
During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2018 was Rs.16,00,00,000/-, comprising of 16,00,00,000 equity shares of Rs.1/- each.
Paid-up Share Capital
During the year under review, there was no change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2018 was Rs.12,65,03,000/-, comprising of 12,65,03,000 Equity Shares of Rs.1/- each.
Buy Back of Securities
The Company has not bought back any of its securities during the year under review. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares
The Company has not issued any bonus shares during the year under review.
Employees Stock Option
The Company has not provided any Stock Option Scheme to the employees.
Dividend
Your Directors have not recommended any dividend on Equity Shares for the year under review.
Transfers to Reserves
Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.
Deposits
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with Rules made there under. Subsidiaries, Joint Ventures and Associates As on March 31, 2018, we have one Associate and in this regard a Statement containing the salient features of the Financial Statement of our Associates in the prescribed format AOC-1 is appended as Annexure-I to the Boardâs report.
Particulars of Contracts & Arrangements with Related Parties
All transactions entered by the Company with Related Parties were in the Ordinary course of Business and are at Armâs Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. The details of contracts and arrangements with Related Parties as referred to in Section 188(1) of the Companies Act, 2013 were given as Annexure
- II to the Boardâs Report in form No: AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ),the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has neither given any inter-corporate loan / advance nor made any investments in other companies during the financial year 2017-18.
Number of Board Meetings held During the financial year ended March 31, 2018, Five Board Meetings were held.
The dates on which the Board Meetings were held are 30.05.2017, 26.08.2017, 14.09.2017, 14.12.2017 and 14.02.2018 the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.
Board evaluation
The Board of Directors have carried out an evaluation of its own performance and of its Committee as well as its individual Directors on the basis of criteria such as Composition of the Board / Committee Structure, effectiveness, its process, information and functioning, etc
The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014
Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - IV. INDIAN ACCOUNTING STANDARDS (IND-AS)
Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1,
2017 pursuant to the Companies (Indian Accounting Standard) Rules, 2015 as notified by the Ministry of Corporate Affairs on February 16, 2015. Accordingly, your Company has prepared financial results on standalone basis as per Ind-AS for the first three quarters of the FY 2017-18 and on and from the period ending March 31, 2018, the formats for Unaudited/Audited quarterly financial results
i.e. Statement of Profit and Loss and the Unaudited/Audited Half-Yearly Balance Sheet are to be submitted to the stock exchanges, shall be as per the formats for revised Balance Sheet and Statement of Profit and Loss as prescribed in Schedule III to the Companies Act, 2013.
Extract of Annual Return
As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Companyâs website at http: www.gennexlab.com.
Declaration by Independent Directors The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.
Familiarization programmer for Independent Directors
The Company proactively keeps its Directors informed of the activities of the Company, its Management and Operations and provides an overall industry perspective as well as issues being faced by the industry.
Independent Directorsâ Meeting
The Independent Directors met on 14.02.2018, without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:
i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;
ii. that the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of Profit and Loss Account of the Company for that period;
iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2018 on a going concern basis;
v. that the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and were operating effectively; and
vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year
In terms of Section 152 of the Companies Act, 2013, Mr. Tiruvarur Muralidharan Gopalakrishnan, Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Tiruvarur Muralidharan Gopalakrishnan has offered himself for re-appointment.
Re-Appointment of Mr. Arihant Baid as Managing Director and Mr. T.M. Gopalakrishnan as Whole-time Director for the term of 3 Years with effect from May 18th 2018.
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013. There was no other appointment or cessation of appointment of key managerial personnel during the Financial Year.
Policy on directorsâ appointment and remuneration and other details
Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has adopted a policy for nomination, remuneration and other related matters for Directors and senior management personnel. A gist of the policy is available in the Corporate Governance Report.
Statutory Auditors
M/s. Vinay Karwa & Associates, Chartered Accountant has resigned to his position on 25.04.2018 and the same has been approved by the Board of Directors at its Meeting held on 12.05.2018. In order to complete the Audit for 2017-18, as per the provisions of Sec. 139(8) of the Companies Act, 2013, the Board has appointed M/s. PPKG & Co., Chartered Accountants (Firm Regn. No. 009655S) as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s. Vinay Karwa & Associates. The appointment of M/s. PPKG & Co., as Statutory Auditors is subject to the approval of the shareholders. Your Board seeks approval of the appointment of Statutory Auditors for the year 2017-18 at the item No. 3 set out in the Notice of Annual General Meeting.
The company also proposes to appoint M/s. PPKG & Co., Chartered Accountants (Firm Regn. No. 009655S) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of 38th Annual General Meeting of the Company, subject to ratification by shareholders at every subsequent Annual General Meeting of the Company.
The written consent and a Certificate to the effect that their appointment, if made, would be in accordance with the conditions as prescribed under the Act, has been received by the company. Your Board recommends appointment of Statutory Auditors for 5 years (from 33rd AGM to 38th AGM) as set out in item no.4 in the Notice of Annual General Meeting.
Auditorsâ Report and Secretarial Auditorsâ Report
Auditorsâ Report
Qualifications, Reservations or Adverse
Remarks:
Information & Explanation in respect of Qualification / Reservation or Adverse remarks contained in Independent Auditorâs Report under Paras: Basis for Qualified opinion, Emphasis of Matter and Other Matter: The Balances of Current Assets, Other Noncurrent Assets, Non-Current Liabilities, Other Non-Current Liabilities, Current Liabilities & other Current Liabilities are subject to confirmations/reconciliations. The Impact of the same is unascertained Boardâs Response: As pointed out by the Statutory Auditors, the company has not obtained confirmation of The Balances of Current Assets, Other Non-Current Assets, Non-Current Liabilities, Other Non-Current Liabilities, Current Liabilities & other Current Liabilities. The Company has made best of its efforts to obtain the same before signing the accounts for current financial year as well as for last financial year. Further, the Management of the Company confirms that balances shown in the Books are true and correct as per their knowledge.
Secretarial Audit Report
As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s. BSS & Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the company for the Financial Year ended on March 31, 2018. Secretarial Audit Report issued by Mr. S. Srikanth, Partner of M/s. BSS & Associates, Company Secretaries, in Form MR-3 is enclosed as Annexure - V to this Annual Report.
The following qualification was observed by the Secretarial Auditor in his Report to which the Board has shared the following explanations:
Qualification: The Company has not appointed Company Secretary as required under the Provisions of section 203 of the Companies Act, 2013 and Regulation 6 of the Listing Regulation entered with Stock Exchange(s). Boardâs Response: The Company is in the process to appoint a suitable person as Company Secretary of the company to comply the provisions under Section 203 of the Companies Act, 2013 and the Board has taken the note of adverse qualification made by the Secretarial Auditor and ensure to comply accordingly.
Internal Auditors
The Board of Directors of the Company appointed Mr. LaxmipatBaid to conduct Internal Audit of the Company for the Financial Year ended March 31, 2018.
Audit Committee
There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.
Sub Committees of the Board
The Board has Audit Committee, Nomination and Remuneration Committee and Stakeholdersâ Relationship Committee. The composition and other details of these Committees, have been given in the Report on the Corporate Governance forming part of the Annual Report
Corporate Social Responsibility (CSR) Initiatives:
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company
Management Discussion and Analysis
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis given below discusses the key issues concerning the business and carried on by the Company and the same is enclosed as Annexure
- VI to this Report.
Corporate Governance
The Company is committed to good corporate governance in line with the Schedule V of SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from M/ s. PPKG & Co., Chartered Accountants and the report on Corporate Governance form part of this Directorsâ Report as Annexure - VII. Insurance
All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.
Vigil Mechanism
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.
Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements
1. The Company has set Internal Control Systems to maintain accurate and complete accounting records, to safeguard its assets, to prevent and detect any frauds and errors.
2. The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and
3. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Fixed Assets
Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.
The names of companies which have become or ceased to be companyâs subsidiaries, joint ventures or associate companies during the year: -NIL-
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
No Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future.
Industrial Relations
Industrial relations continued to be cordial throughout the year under review.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Company from the Financial Year ended March 31, 2018 to the date of signing of the Directorsâ Report.
Policy on Sexual Harassment The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the Financial Year ended March 31, 2018, the Company has not received any Complaints pertaining to Sexual Harassment. Listing of Equity Shares
The Companyâs Equity shares are listed at the following Stock Exchanges:
BSE Limited, PhirozeJeeJeebhoy Towers, DalalStreet, Mumbai - 400 001; and
The Company has paid the Annual Listing Fee to the said Stock Exchanges for the Financial Year 2018-19.
Policies
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
i. Whistleblower Policy (Policy on vigil mechanism)
The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companyâs code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2018.
ii. Policy for Determining Materiality for Disclosures
This policy applies to disclosures of material events affecting. This policy is in addition to the Companyâs corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.
iii. Policy on Document Retention
The policy deals with the retention and preservation of corporate records of the Company.
Share transfer agency
The Company has appointed M/s.R&D Infotech Pvt. Ltd., 1stFloor, 7A, Beltala RoadNaresh MitraSarani Kolkata - 700 026 as its Share Transfer Agency for handling both Physical and Electronic Transfers.
Awards and recognition
The Company has been awarded ISO 9001:2008, BS OHSAS 18001:2007 and ISO 14001:2004 Certification by TUV NORD Cert GmbH for Management System for manufacture and sale of Active Pharmaceutical Ingredients and intermediates.
The Company has been awarded European Union Written Confirmation (EU-WC) for Guaifenesin & Methocarbamol by the Central Drugs & Standard Control Organization (C D S CO ), N e w D e l hi fo r S a l e S ta t u tory requirements of the Country.
The Company has been awarded WHO-GMP certification by the State Drug Licensing Authority.
Human Resources
Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that p r ov i d e fo c u s ed pe o p l e a t ten ti on a r e currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
Cautionary Statement
Statements in these reports describing companyâs projections statements, expectations and hopes are forward looking. Though, these expectations, etc. are based on reasonable assumption, the actual results might differ.
Acknowledgement
The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the Shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.
On behalf of the Board of Directors
for Gennex Laboratories Limited
Arihant Baid
Managing Director
DIN: 01171845 T.M. Gopalakrishnan
Hyderabad Whole Time Director
July 6, 2018 DIN: 03137458
Mar 31, 2016
The Directors are pleased to present the 31st Annual Report and the Audited Financial Statements for the Financial Year ended 31st March, 2016.
1. Financial Results (Rs. in Lakhs)
31.03.2016 |
31.03.2015 |
||
Total Revenue |
3877.03 |
3208.27 |
|
Profit before finance |
|||
cost, depreciation |
|||
and tax expense |
441.10 |
220.95 |
|
Finance cost |
50.38 |
47.63 |
|
Profit before |
|||
depreciation and |
|||
tax expense |
390.72 |
173.32 |
|
Depreciation |
83.60 |
88.60 |
|
Profit before |
|||
tax expense |
303.34 |
84.71 |
|
Tax expense |
69.64 |
19.30 |
|
Net Profit for the year |
233.69 |
65.41 |
|
Profit brought forward |
|||
from earlier year |
574.31 |
508.90 |
|
Profit available for |
|||
appropriation |
808.00 |
574.31 |
|
State of the Companyâs Affairs
Your Directors wish to present the details of Business operations done during the year under review: During the year under review your Company has recorded a total Revenue of Rs. 3877.03 lakhs as against Rs. 3208.27 lakhs in the previous year, and the Company has recorded the Profit before Finance Cost, Depreciation and Tax Expenses of Rs. 441.10 lakhs (2015-16) as against Rs.220.95 lakhs (2014-15). In the current year the Net profit is Rs.233.69 Lakhs against the previous year 65.41 lakhs. There is steep increase in the Turnover and Profit during the year under review and the all efforts are being made to make the Company to be reckoned with in the Pharma Arena and your Directors are hopeful that the Company would be making better performance with higher turnover and profits in the coming years too.
Future Outlook
The Management of the Company is making all its efforts for manufacturing additional APIs by enhancing the production capacities and increased R & D efforts for which the management is also exploring the possibilities of various options to raise the required funds. The Management of the Company is also making all its efforts in bringing the unit at Zaheerabad operational by July, 2017, wherein the Management is looking for establishing an US (FDA) Plant with approvals from EDQM and TGA (Therapeutic Goods Administration) for manufacturing High Value Low Volume and Low Volume High Value Active Pharmaceutical Ingredients (APIs). As soon as the unit becomes operational, the Management is confident of giving Gennex an International province. The management is exploring various options to raise the required funds to make the unit operational.
Share Capital:
Authorized Share Capital During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2016 was Rs.16,00,00,000/-, comprising of 16,00,00,000 equity shares of Rs.1.00 each.
Paid-up Share Capital
During the year under review, there was no change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2016 was Rs. 12,65,03,000/-, comprising of 12,65,03,000 equity shares of Rs.1.00 each Buy Back of Securities
The Company has not bought back any of its securities during the year under review. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares
The Company has not issued any bonus shares during the year under review.
Employees Stock Option
The Company has not provided any Stock Option Scheme to the employees.
Dividend
Your Directors have not recommended any dividend on Equity Shares for the year under review.
Transfers to Reserves
Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.
Fixed Deposits
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under Subsidiaries and associates As on March 31, 2016, we have one associate and in this regard a statement containing the salient features of the financial statement of our Associates in the prescribed format AOC-1 is appended as Annexure-I to the Boardâs report.
Particulars of Contracts & Arrangements with Related Parties
All transactions entered by the Company with Related Parties were in the Ordinary course of Business and are at Arm''s Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. The details of contracts and arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 were given as Annexure -II to the Board''s Report in form No: AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.
Particulars of Loans, Guarantees or Investments
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ),the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has neither given any inter-corporate loan / advance nor made any investments in other companies during the financial year 2015-16. Number of Board Meetings held During the year ended March 31, 2016, five Board Meetings were held.
The dates on which the Board meetings were held are 30.05.2015, 14.08.2015, 14.11.2015, 22.01.2016 and 13.02.2016, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard-1.
The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014 Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - IV Extracts of Annual Return The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - V to this Report.
Declaration by Independent Directors
The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.
Familiarization programme for Independent Directors
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.
Independent Directors'' Meeting The Independent Directors met on 13.02.2016, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:
i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;
ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of Profit and Loss Account of the Company for that period;
iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2016 on a going concern basis;
v. that the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and were operating effectively; and
vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Corporate Governance
The Company is committed to good corporate governance in line with the Listing Agreement (upto 30th November, 2015) and Schedule V of Listing Regulations (with effect from 1st December, 2015) and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from M/s. Laxminiwas & Jain, practicing Chartered Accountants and the report on Corporate Governance form part of this Directorsâ Report.
Management Discussion and Analysis In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis given below discusses the key issues concerning the business and carried on by the Company and the same is enclosed as Annexure - VI to this Report.
Corporate Social Responsibility (CSR) Initiatives:
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.
Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year In terms of Section 152 of the Companies Act, 2013, Mr. Tiruvarur Muralidharan Gopalakrishnan, Whole Time Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Tiruvarur Muralidharan Gopalakrishnan has offered himself for re-appointment.
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.
There was no other appointment or cessation of appointment of key managerial personnel during the Financial Year.
Statutory Auditors
At the Annual General Meeting held on September 30th, 2014, Laxminiwas & Jain, Chartered Accountants (Firm Registration No. 001859S), Hyderabad, were appointed as Statutory Auditors of the Company to hold office for a period of three years i.e., till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the said appointment of Laxminiwas & Jain, Chartered Accountants, Hyderabad, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Act. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Qualification by Statutory Auditor Information & Explanation in respect of Qualification / Reservation or Adverse remarks contained in Independent Auditorâs Report under Paras: Basis for Qualified opinion, Emphasis of Matter and Other Matters: Balance in Advances, Deposits, Unsecured loans, other Liabilities, Trade Receivables, Trade Payables and Advances against Suppliers are subject to confirmation by respective parties.
Boardâs Response:
As pointed out by the Statutory Auditors, the company has not obtained confirmation of balances of Advances, Deposits, Unsecured Loans, other liabilities, Trade Receivables, Trade Payables and advance against Suppliers. The Company has made best of its efforts to obtain the same before signing the accounts for current financial year as well as for last financial year. Further, the management of the company confirms that balances shown in the books are true and correct as per their knowledge.
Internal Auditors
The Board of Directors of the Company appointed Mr. Laxmipat Baid to conduct Internal Audit of the Company for the Financial Year ended 31st March, 2016.
Audit Committee
There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review. Vigil Mechanism
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.
Secretarial Audit Report
As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed M/s. BSS & Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the company for the Financial Year ended on March 31, 2016. Secretarial Audit Report issued by Mr. S. Srikanth, Partner of M/s BSS & Associates, Company Secretaries, in Form MR-3 is enclosed as Annexure - VII to this Annual Report.
The following qualification was observed by the Secretarial Auditor in his Report to which the Board has shared the following explanations:
Qualification: The Company has not appointed Company Secretary as required under the Provisions of section 203 of the Companies Act, 2013 and Regulation 6 of the Listing Regulation entered with Stock Exchange(s), and other disclosures with Stock exchange.
Response: The Company is in the process to appoint a suitable person as Company Secretary of the company to comply with the provisions under section 203 of the Companies Act, 2013. There was delay in disclosures with Stock Exchange due to inadvertence. Insurance All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements
1. The Company has set Internal Control Systems to maintain accurate and complete accounting records, to safeguard its assets, to prevent and detect any frauds and errors.
2. The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and
3. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Fixed Assets Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.
The names of companies which have become or ceased to be companyâs subsidiaries, joint ventures or associate companies during the year: -NIL-
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
Industrial Relations
Industrial relations continued to be cordial throughout the year under review.
Material changes and commitments There are no Material changes and commitments in the business operations of the Company from the Financial Year Ended 31st March, 2016 to the date of signing of the Directorsâ Report.
Policy on Sexual Harassment The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the Financial Year ended 31st March, 2016, the Company has not received any Complaints pertaining to Sexual Harassment. Listing of Equity Shares
The Companyâs Equity shares are listed at the following Stock Exchanges:
i.BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001; and The Company has paid the Annual Listing Fee to the said Stock Exchanges for the Financial Year 2016-17.
Listing Agreement
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during February, 2016.
Policies
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
i. Whistleblower Policy (Policy on vigil mechanism)
The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companyâs code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2016.
ii. Policy for Determining Materiality for Disclosures
This policy applies to disclosures of material events affecting. This policy is in addition to the Companyâs corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.
iii. Policy on Document Retention
The policy deals with the retention and preservation of corporate records of the Company Share transfer agency
The Company has appointed M/s. R&D Infotech Pvt. Ltd., 1st Floor, 7A, Beltala Road Naresh Mitra Sarani Kolkata - 700 026 as its Share Transfer Agency for handling both Physical and Electronic Transfers.
Awards and recognition
The Company has not received any Award during the Financial Year.
Human Resources
Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
Cautionary Statement
Statements in these reports describing companyâs projections, statements, expectations and hopes are forward looking. Though, these expectations etc; are based on reasonable assumption, the actual results might differ.
Acknowledgement
The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the Shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.
On behalf of the Board of Directors
for Gennex Laboratories Limited
Arihant Baid
Managing Director
DIN: 01171845
T.M. Gopalakrishnan Hyderabad
Whole Time Director
August 29, 2016 DIN: 03137458
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 30th Annual Report and the
Audited Financial Statements for the Financial Year ended 31st March,
2015.
1. Financial Results (Rs. in Lakhs)
31.03.2015 31.03.2014
Total Revenue 3208.27 3520.10
Profit before finance
cost, depreciation
and tax expense 220.95 183.82
Finance cost 47.63 32.03
Profit before
depreciation and
tax expense 173.32 151.79
Depreciation 88.61 81.99
Profit before
tax expense 84.71 69.80
Tax expense 19.30 49.18
Net Profit for the year 65.41 20.62
Profit brought forward
from earlier year 508.90 488.28
Profit available for
appropriation 574.31 508.90
Surplus in Statement
of Profit and Loss 65.41 20.62
State of the Company's Affairs
Your Directors wish to present the details of Business operations done
during the year under review:
During the year under review your Company has recorded total revenue of
Rs. 3208.27 lakhs as against Rs.3520.10 lakhs in the previous year, and
the company has recorded the Profit before finance cost, depreciation
and tax expenses Rs. 220.95 lakhs (2014-15) as against Rs. 183.82 lakhs
(2013-14).
In the current year the Net profit is Rs. 65.41 Lakhs against the
previous year Rs. 20.62 lakhs.
Your Directors are hopeful of better performance with increased revenue
in the next year.
Listing of Equity Shares
The Company's Equity shares are listed at the following Stock
Exchanges:
i. BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400
001; and The Company has paid the Annual Listing Fee to the said Stock
Exchanges for the Financial Year 2014-15.
Performance and financial position of each of the subsidiaries,
associates and joint venture
Report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies of the Company is
prepared and same is enclosed as Annexure -1 to this Report.
Number of Meetings of the Board of Directors
During the year ended March 31, 2015, five Board Meetings were held.
The dates on which the Board meetings were held are 30.05.2014,
14.08.2014, 01.10.2014, 15.11.2014 and 14.02.2015.
Directors Responsibility Statement as required under Section 134 of the
Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to the Directors' Responsibility Statement, the
Board of Directors of the Company hereby confirms:
i. that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
ii. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2015 and of Profit and Loss
Account of the Company for that period;
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the Annual Accounts for the
Financial Year ended March 31, 2015 on a going concern basis;
v. that the Directors have laid down Internal Financial Controls to be
followed by the company and that such Internal Financial Controls are
adequate and were operating effectively; and
vi. that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Statement on Declaration given by Independent Directors under
Sub-Section (6) of Section 149
The Independent Directors have submitted the declaration of
independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section(6). Nomination and Remuneration Committee The
Nomination and Remuneration Committee consists of the following
Directors namely Mr. Y Ravinder Reddy, Chairman, Ms. Sadhana Bhansali,
Mr. Dipankar Dasgupta.
P Brief description of terms of reference:
* identifying persons who are qualified to become Directors and who may
be appointed in senior management in accordance with the criteria laid
down and recommend to the Board for their appointment and removal;
* carry on the evaluation of every Director's performance;
* formulation of the criteria for determining qualifications, positive
attributes and independence of a Director;
* recommend to the Board a policy relating to the remuneration of the
Directors, key managerial personnel and other employees;
* formulation of criteria for evaluation of Independent Directors and
the Board;
* devising a policy on Board diversity; and
* any other matter as the Board may decide from time to time.
P Nomination and Remuneration policy The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to
identifying persons who are qualified to become Directors (Executive
and Non-Executive) and persons who may be appointed in Senior
Management and Key Managerial positions and to determine their
remuneration.
2. To determine remuneration based on the Company's size and financial
position and trends and practices on remuneration prevailing in peer
companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort, performance,
dedication and achievement relating to the Company's operations.
5. To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive
advantage.
Particulars of Loans, Guarantees or Investments under Section 186
The company has not given any Loans, Guarantees, and made Investments
during the Financial Year ended on March 31, 2015 in compliance with
the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014.
Particulars of Contracts or Arrangements with Related Parties Referred
to in Sub-Section (1) of Section 188
During the year under review there are no contracts / arrangements /
transactions entered by the Company during the financial year with
related parties and do not attract the provisions of Section 188 of the
Companies Act, 2013.
Transfer of Amount to Reserves
The Company doesn't propose to transfer any amount to the general
reserve for the Financial Year ended 31st March, 2015.
Dividend
The Board of Directors of the Company could not recommend Dividend for
the financial year ended March 31, 2015.
Extracts of Annual Return The Extracts of Annual Return is prepared in
Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12
of Companies (Management and Administration) Rules, 2014 and the same
is enclosed as Annexure - 4 to this Report.
The conservation of energy, technology absorption, foreign exchange
earnings and outgo pursuant to provisions of Section 134(3)(m) of the
Companies Act, 2013 (Act) read with the Companies (Accounts) Rules,
2014 Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section
134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is
prepared and the same is enclosed as Annexure - 5 to this Report.
Risk Management Committee Philosophy
The Board has constituted Risk Management Committee to formulate a Risk
Management Policy for dealing with different kinds of risks
attributable to the operations of the Company outlining different kinds
of risks and risk mitigating measures to be adopted. The Board shall be
responsible for framing, implementing and monitoring the risk
management plan of the Company.
The Committee had formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day to day operations of the
Company. Risk Management Policy of the Company outlines different kinds
of risks and risk mitigating measures to be adopted by the Board. The
Company has adequate Internal Control Systems and procedures to combat
the risk. The Risk management procedure will be reviewed by the Audit
Committee and Board of Directors on a Quarterly basis at the time of
review of Quarterly Financial Results of the Company.
Mechanism for Evaluation of Board Evaluation of all Board members is
done on an annual basis. The evaluation is done by the Board,
Nomination and Remuneration Committee and Independent Directors with
specific focus on the performance and effective functioning of the
Board and Individual Directors.
A. Criteria for evaluation of Board of Directors as a whole
i. The frequency of meetings;
ii. The length of meetings;
iii. The administration of meeting;
iv. The number of committees and their roles;
v. The flow of information to and between Board members;
vi. The quality and quantity of information; and
vii. The Disclosure of Information to the stakeholders.
B. Criteria for evaluation of the Individual Directors
i. Ability to contribute and monitor Corporate Governance practices;
ii. Ability to contribute by introducing best practices to address top
management issues;
iii. Participation in long term strategic planning;
iv. Commitment to the fulfillment of Director obligations and
fiduciary responsibilities;
v. Guiding strategy;
vi. Monitoring management performance and development;
vii. Statutory compliance & Corporate Governance;
viii. Attendance and contribution at Board / Committee meetings;
ix. Time spent by each of the member; and
x. Core competencies.
Directors
Mr. ARIHANT BAID was appointed as the Managing Director of the Company
for a period of three (3) years with effect from 18.05.2012 on the
terms and conditions and remuneration as approved by the Members at the
Annual General Meeting held on 30th September 2012. As such, the
present term of office of Mr. ARIHANT BAID shall expire on 17.05.2015.
Mr. ARIHANT BAID has been associated with the Company since 2012 and
currently holds overall responsibility for the working of the Company.
Keeping in view the contribution made by Mr. ARIHANT BAID for the
growth of the Company, the Board of Directors of the Company and the
Remuneration Committee have recommended the reappointment of Mr.
ARIHANT BAID for a period of three (3) years effective from 18th May
2015.
Mr. T.M Gopalakrishnan was appointed as the Whole Time Director of the
Company for a period of three (3) years with effect from 18.05.2012 on
the terms and conditions and remuneration as approved by the Members at
the Annual General Meeting held on 30th September 2012. As such, the
present term of office of Mr. T.M. Gopalakrishnan shall expire on
17.05.2015. Mr. T.M Gopalakrishnan has been associated with the Company
since 2012. Keeping in view the contribution made by Mr. T.M.
Gopalakrishnan for the growth of the Company, the Board of Directors of
the Company and the Remuneration Committee have recommended the
reappointment of Mr. T.M. Gopalakrishnan for a period of three (3)
years effective from 18th May 2015.
Mr. DIPANKAR DASGUPTA was appointed as Additional Director of the
Company by the Board at its meeting held on October 1, 2014. The
Company has received a notice in writing from a Member, along with the
requisite deposit of money, proposing his candidature for the office of
Director of the Company under Section 160 of the Companies Act, 2013.
The Board considers that his continued association would be of immense
benefit to the Company and it is desirable to continue to avail
services of Mr. DIPANKAR DASGUPTA as an Independent Director
Details of Directors or Key Managerial Personnel who were Appointed or
have resigned during the Year
The shareholders of the Company have re- appointed Mr. Y. RAVINDER
REDDY and appointed Ms. SADHANA BHANSALI as Independent Directors of
the Company for a period of 5 years with effect from September 30,
2014.
The Board of Directors has appointed Mr. DIPANKAR DASGUPTA as
Additional Director on 01.10.2014
Mr. Laxmipat Baid has been designated as Chief Financial Officer of the
Company pursuant to provisions of Section 203 of the Companies Act,
2013.
Deposits
The Company has not accepted any deposits from the public in terms of
Section 73 of the Companies Act, 2013.
Statutory Auditors
At the Annual General Meeting held on September 30th, 2014, Laxminiwas
& Jain, Chartered Accountants (Firm Registration No. 001859S),
Hyderabad, were appointed as Statutory Auditors of the Company to hold
office for a period of three years i.e., till the conclusion of the
Annual General Meeting to be held in the calendar year 2017. In terms
of the first proviso to Section 139 of the Companies Act, 2013 the
appointment of the auditors shall be placed for ratification at every
Annual General Meeting. Accordingly, the said appointment of Laxminiwas
& Jain, Chartered Accountants, Hyderabad, as Statutory Auditors of the
Company is placed for ratification by the Shareholders. In this regard,
the Company has received a certificate from the Auditors to the effect
that if their appointment is ratified, it would be in accordance with
the provisions of Section 141 of the Act. The Auditors have also
confirmed that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.
Qualification by Statutory Auditor
Information & Explanation in respect of Qualification / Reservation or
Adverse remarks contained in Independent Auditor's Report under Paras:
Basis for Qualified opinion, Emphasis of Matter and Other Matters:
Balance in Advances, Deposits, Unsecured loans, other Liabilities,
Trade Receivables, Trade Payables and Advances against Suppliers are
subject to confirmation by respective parties.
Board's Response:
As pointed out by the Statutory Auditors, the company has not obtained
confirmation of balances of Advances, Deposits, Unsecured Loans, other
liabilities, Trade Receivables, Trade Payables and advance against
Suppliers. The Company has made best of its efforts to obtain the same
before signing the accounts for current financial year as well as for
last financial year. Further, the management of the company confirms
that balances shown in the books are true and correct as per their
knowledge Internal Auditors
The Board of Directors of the Company has appointed Mr. Laxmipat Baid
to conduct Internal Audit of the Company for the Financial Year ended
31st March, 2015.
Audit Committee
There is no such incidence where Board has not accepted the
recommendation of the Audit Committee during the year under review.
Corporate Governance
A separate report on Corporate Governance and Management Discussion and
Analysis is annexed as part of the Annual Report along with the
Auditor's Certificate on its compliance.
Vigil Mechanism
The Board of Directors have adopted Whistle Blower Policy. The Whistle
Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty,
integrity and ethical behavior. All permanent employees of the Company
are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of Code of
Conduct and Ethics. It also provides for adequate safeguards against
the victimization of employees who avail of the mechanism and allows
direct access to the Chairperson of the Audit Committee in exceptional
cases.
Secretarial Audit Report
As per the provisions of Section 204 of the Companies Act, 2013, the
Board of Directors have appointed M/s. BSS & Associates, Company
Secretaries, as Secretarial Auditors to conduct Secretarial Audit of
the company for the Financial Year ended on March 31, 2015.
Secretarial Audit Report issued by Mr. S. Srikanth, Partner of M/s BSS
& Associates, Company Secretaries, in Form MR-3 is enclosed as Annexure
- 3 to this Annual Report. The following qualification was observed by
the Secretarial Auditor in his Report to which the Board has shared the
following explanations:
Qualification: The Company has not appointed Company Secretary as
required under the Provisions of section 203 of the Companies Act,
2013 and Clause 47(a) of the Listing Agreement entered with Stock
Exchange(s).
Response: The company is in the process to appoint a suitable person as
Company Secretary of the company to comply the provisions under section
203 of the Companies Act, 2013.
Statement of particulars of appointment and remuneration of managerial
personnel
The Statement of particulars of Appointment and Remuneration of
Managerial personnel as per Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
Annexure - 2 to this Annual Report.
Insurance
All properties and insurable interests of the Company including
building, plant and machinery and stocks have been fully insured.
Details in respect of adequacy of Internal Financial Controls with
reference to the Financial Statements
1. The Company has set Internal Control Systems to maintain accurate
and complete accounting records, to safeguard its assets, to prevent
and detect any frauds and errors.
2. The Company has appointed Internal Auditors to observe the Internal
Controls, whether the work flow of organization is being done through
the approved policies of the Company. In every Quarter during the
approval of Financial Statements, Internal Auditors will present the
Internal Audit Report and Management Comments on the Internal Audit
observations; and
3. The Board of Directors of the Company have adopted various policies
like Related Party Transactions Policy, Fixed Assets Policy, Whistle
Blower Policy, Policy to determine Material Subsidiaries and such other
procedures for ensuring the orderly and efficient conduct of its
business for 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 information.
The names of companies which have become or ceased to be company's
subsidiaries, joint ventures or associate companies during the year:
-NIL-
Change in the nature of business
There is no change in the nature of business of the Company.
The 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
No Significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations
in future.
Material changes and commitments
There are no Material changes and commitments in the business
operations of the Company from the Financial Year Ended 31st March,
2015 to the date of signing of the Directors' Report.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the Financial Year ended 31st March, 2015, the Company has not
received any Complaints pertaining to Sexual Harassment.
Acknowledgement
The Directors take this opportunity to place on record their sincere
thanks to the Banks and Financial Institutions, Insurance Companies,
Central and State Government Departments and the Shareholders for their
support and co-operation extended to the Company from time to time.
Directors are pleased to record their appreciation of the sincere and
dedicated services of the employees and workmen at all levels.
On behalf of the Board of Directors
for Gennex Laboratories Limited
Arihant Baid
Managing Director
DIN: 01171845
T.M. Gopalakrishnan
Whole Time Director
DIN: 03137458
Place: Hyderabad
Date: August 14, 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Twenty Ninth Annual Report
and the Audited Accounts for the year ended 31st March, 2014.
1. Financial Results
(Rs. in Lakhs)
Year ended Year ended
31.03.2014 31.03.2013
Profit before Finance charges
and Depreciation 183.70 156.77
Finance Charges 32.03 28.15
Depreciation 81.99 79.62
Exceptional Items (0.12) 1.69
Provision for Tax:
- Current (31.00) (23.00)
- Deferred (8.39) 15.26
- Tax for earlier years (9.79) Â
Profit after Tax 20.62 39.57
Surplus Brought
forward 488.28 448.71
Surplus carried
forward 508.90 488.28
2. Performance & Prospects: During the year under review, the Company
has successfully achieved the maximum production capacity. There is
huge demand of the products being manufactured by the Company in the
Overseas and Domestic markets. Keeping in view the demand of its
products, the Company is in the process of developing new products and
research of the said products is being done in R & D Lab of the
Company. This year the turnover of the company has increased
considerably and the company expects that with the increasing demand
for its products in the Overseas and Domestic markets the turnover of
the company would amplify in the coming years.
The Company has successfully completed an ISO Audit and obtained
ISO-14001 & OHSAS-18000 Certification.
The Company could achieve a gross profit of Rs.183.70 Lacs in the year
2013-14 as
against Rs.156.77 Lacs during the previous year 2012-13. Thus, there is
increase in the gross profit in the current year. Due to fluctuation in
the dollar rate there was increase in the cost of basic Raw Materials
resulting in decrease in the net profit of the Company. Keeping in view
the market demands, the Company is in the process of developing new
high value drugs by researching in its R & D Lab and the Company is
confident that the turnover and profits in the coming years would
increase manifold.
3. Dividend: During the financial year 2013- 14 your Board of Directors
could not recommend any dividend due to absence of distributable
profit.
4. Directors: Shri T.M. Gopala Krishnan, Director, retires by rotation
and being eligible, offers himself for re-appointment.
5. Corporate Governance: Your Company has complied with the mandatory
provisions relating to Corporate Governance as prescribed under Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
detailing such compliance together with the Certificate obtained from
the Statutory Auditors in connection therewith is included as part of
the Annual Report.
6. Directors'' Responsibility: Pursuant to Section 217(2A) of the
Companies Act, 1956 the Directors confirm that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and of the profit of the company
for the said period;
iii. Proper and sufficient care has been
taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
7. Sub-committees of the Board: The Board has Audit Committee,
Remuneration Committee, Investment Committee and Investors'' Grievances
Committee, the composition and details of which have been given in the
Report on the Corporate Governance forming part of the Annual Report
8. Auditors: M/s. Laxminiwas & Jain, Auditors of the Company, retire at
the ensuing Annual General Meeting and are eligible for re-appointment.
9. Cost Auditors: Pursuant to Section 233B of the Companies Act, 1956,
the Central Government has prescribed Cost Audit for the Company. Based
on recommendations of the Audit Committee and with the approval of the
Central Government, M/s N.S.V. KRISHNA RAO & Co., Cost Accountants was
appointed as Cost Auditor of the Company for the year 2014-2015
The cost audit report for the financial year 2013-2014 shall be
submitted to the Central Government within the stipulated period.
10. Personnel: Employee relations at all levels were cordial during the
year. Your Directors place on record their appreciation of the
dedicated work put-in by the employees.
11. Public Deposits: Your Company has not accepted any Deposits from
the public and as such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the balance sheet
12. Compliance Certificate: A certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49
of the Listing Agreement is attached to this Report along with a report
on Corporate Governance
13. Management and Discussion Analysis Report:
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report is given in
the Annexure, to form part of the Annual Report.
14. Internal Control System: Your Company has adequate internal control
systems in all important areas of its operations and effectiveness of
these systems is periodically reviewed for possible improvement in them
15. During the year under review there are no employees in the Company
whose particulars are required to be given pursuant to Section 217(2A)
of the Companies Act, 1956.
16. Acknowledgement: The Board of Directors are very thankful to the
State Bank of Hyderabad and other Government Agencies for their
continued help, guidance and assistance in the functioning of the
Company.
17. Your Directors express their gratitude to the shareholders for the
confidence reposed in the Company.
18. Information on Energy Conservation and Technology Absorption
required to be disclosed under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, forming part of the Directors''
Report for the year ended 31st March 2014, is enclosed as Annexure to
this Report.
for and on behalf of the Board
Arihant Baid
Managing Director
T.M. Gopala Krishnan
Whole Time Director
Place: Hyderabad
Date: 30th May, 2014
Mar 31, 2013
The Directors are pleased to present the Twenty Eighth Annual Report
and the Audited Accounts for the year ended 31st March, 2013.
1. Financial Results
(Rs. in Lakhs)
Year ended Year ended
31.03.2013 31.03.2012
Profit before
Finance charges
and Depreciation 156.77 169.91
Finance Charges 28.15 29.95
Depreciation 79.62 74.33
Exceptional Items 1.69
Provision for Tax:
- Current (23.00) (27.00)
- Deferred 15.26 (1.11)
Profit after Tax 39.57 37.52
Surplus Brought forward 448.71 411.18
Surplus carried forward 488.28 448.71
2. Performance & Prospects: During the year under review, the Company
has successfully achieved the maximum production capacity. Keeping in
view the demand of its products in the overseas and domestic markets,
the Company has obtained approval from the State Licencing Authority
for production of additional products after market survey. This year
the turnover of the company has increased considerably and the company
foresees that with the increasing demand for its products in the
Overseas and Domestic markets the turnover of the company would be
amplified in the coming years.
The Company is in the process of obtaining ISO-14001 & OHSAS-18000
Certification and expects that Gennex would be an ISO 14001 & OHSAS
18000 certified Company by 2013-14.
During the year under review the Company could achieve gross profit of
Rs.156.77 Lacs as against Rs.169.91 Lacs during the previous year
2011-12. The decline in the gross profit is due to the reason that in
the year under review industrial areas have been badly hit due to power
crisis due to which the production cost have gone up as well the fuel
charges. Apart from power crisis there is also increased in the prices
of basic Raw Materials. Keeping in view the market demands, the Company
is in the process of manufacturing new products, with additional
products and enhancing the production capacities the Company is hopeful
that the turnover and profits in the coming years would increase.
3. Dividend: During the financial year 2012- 13 your Board of
Directors could not recommend any dividend due to absence of
distributable profit.
4. Directors: Shri Y.Ravinder Reddy, Director, retires by rotation and
being eligible, offers himself for re-appointment.
5. Corporate Governance:Your Company has complied with the mandatory
provisions relating to Corporate Governance as prescribed under Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
detailing such compliance together with the Certificate obtained from
the Statutory Auditors in connection therewith is included as part of
the Annual Report.
6. Directors'' Responsibility: Pursuant to Section 217(2AA) of the
Companies Act, 1956 the Directors confirm that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates'' that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2013 and of the profit of the
company for the said period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv The Annual Accounts have been prepared on a going concern basis.
7. Sub-committees of the Board: The Board has Audit Committee,
Remuneration Committee, Investment Committee and Investors'' Grievances
Committee, the composition and details of which have been given in the
Report on the Corporate Governance forming part of the Annual Report
8. Auditors: M/s. Laxminiwas & Jain, Auditors of the Company, retire
at the ensuing Annual General Meeting and are eligible for
re-appointment.
9. Cost Auditor: Cost Auditors. Pursuant to Section 233B of the
Companies Act,1956, the Centra] Government has prescribed Cost Audit
for the Company. Based on recommendations of the Audit Committee and
subject to the approval of the Central Government, M/s N.S.V. KRISHNA
RAO & Co., Cost Accountants was appointed as Cost Auditor of the
Company for the year 2013- 2014. The cost audit report for the
financial year 2012-2013 shall be submitted to the Central Government
within the stipulated period.
10. Personnel: Employee relations at all levels were cordial during the
year. Your Directors place on record their appreciation of the
dedicated work put-in by the employees.
11. Public Deposits: Your Company has not accepted any Deposits from
the public and as such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the balance sheet.
12. Compliance Certificate: A certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement is attached to this
Report along with a report on Corporate Governance.
13. Management and Discussion Analysis Report: In accordance with
Clause 49 of the Listing Agreement with the Stock Exchanges, the
Management Discussion and Analysis Report is given in the Annexure, to
form part of the Annual Report.
14. Internal Control System: Your Company has adequate internal control
systems in all important areas of its operations and effectiveness of
these systems is periodically reviewed for possible improvement in
them.
15. During the year under review there are no employees in the Company
whose particulars are required to be given pursuant to Section 217(2AA)
of the Companies Act, 1956.
16. Acknowledgement: The Board of Directors are very thankful to the
State Bank of Hyderabad and other Government Agencies for their
continued help, guidance and assistance in the functioning of the
Company.
17. Your Directors express their gratitude to the shareholders for the
confidence reposed in the Company.
18. Information on Energy Conservation and Technology Absorption
required to be disclosed under Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, forming part of the Directors''
Report for the year ended 31st March 2013, is enclosed as Annexure to
this Report.
for and on behalf of the Board
Arihant Baid
Managing Director
Y. Ravinder Reddy
Director
Place: Hyderabad
Date: 30th May, 2013
Mar 31, 2010
The Directors are pleased to present the Twenty Fifth Annual Report
and the Audited Accounts for the year ended 31st March, 2010.
1. Financial Results (Rs. in Lakhs)
Year ended Year ended
31.03.2010 31.03.2009
Profit before
Finance charges
and Depreciation 138.78 142.43
Finance Charges 23.11 28.83
Depreciation 69.01 67.38
Prior Period Adjustment (106.46) -
Provision for Tax:
- Current (21.00) (20.60)
- Deferred 10.79 5.35
- Fringe Benefit Tax - 1.00
Profit after Tax (70.01) 29.97
Adjustment for Tax - 0.04
of earlier year
Surplus Brought
forward 440.44 410.51
Surplus carried
forward 370.43 440.44
2. Performance & Prospects:
During the year under review, the Company has successfully achieved the
maximum production capacity. Due to effect of swing- flu the demand of
our products in the market has increased and the company is making all
its efforts to take advantage of the market situation by achieving the
maximum production and sales turnover. The Company foresees that the
demand of its products would further increase in the domestic and
international market in the coming year.
The Company is in the process for obtaining Certificate of ISO-14001
and OSHAS- 18000ISO OHAS.
During the year under review the Company could achieve net profit of
Rs.138.78 Lacs as against Rs.142.43 Lacs during the previous year
2008-09. Due to the increase in the basic Raw Materials prices there is
slender decrease in the net profit of the Company in the current year.
3. Share Warrants: The Company has issued 25 lacs Equity Share
Warrants @ Rs.29/- each at a premium of Rs.19/- each on Preferential
basis on 2nd February, 2008, with a option of its subsequent conversion
into same number of Equity Shares. But, the upfront money received on
issuance of Equity Share Warrants has been forfeited due to
non-exercise of the said option by the warrant holders.
4. Dividend: During the financial year 2009- 10 your Board of
Directors could not recommend any dividend due to absence of
distributable profit.
5. Directors: Shri Y Ravinder Reddy, Director, retires by rotation and
being eligible, offers himself for re-appointment.
6. Directors Responsibility: Pursuant to Section 217(2AA) of the
Companies Act, 2000 the Directors confirm that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2010 and of the loss of the company for
the said period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
7. Auditors: M/s. Laxminiwas & Jain, Auditors, Firm Regn. No. 001859S,
of the Company, retire at the ensuing Annual General Meeting and are
eligible for re- appointment.
8. Personnel: Employee relations at all levels were cordial during the
year. Your Directors place on record their appreciation of the
dedicated work put-in by the employees.
9. During the year under review there are no employees in the Company
whose particulars are required to be given pursuant to Section 217 (2A)
of the Companies Act, 1956.
10. Acknowledgement: The Board of Directors are very thankful to the
State Bank of Hyderabad and other Government Agencies for their
continued help, guidance and assistance in the functioning of the
Company.
11. Your Directors express their gratitude to the shareholders for the
confidence reposed in the Company.
12.Information on Energy Conservation and Technology Absorption
required to be disclosed under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, forming part of the Directors
Report for the year ended 31st March 2010, is enclosed as Annexure to
this Report.
for and on behalf of the Board
Place:Hyderabad Vinod Baid
Date :1st September, 2010 Chairman
Mar 31, 2009
The Directors are pleased to present the Twenty Fourth Annual Report
and the Audited Accounts for the year ended 31st March, 2009.
1. Financial Results (Rs. in Lakhs)
Year ended Year ended
31.03.2009 31.03.2008
Profit before
Finance charges
and Depreciation 142.43 203.56
Finance Charges 28.83 18.05
Depreciation 67.38 78.47
Prior Period Adjustment - -
Provision for Tax:
- Current 20.60 42.00
- Deferred (5.35) (3.98)
- Fringe Benefit Tax 1.00 0.96
Profit after Tax 29.97 68.06
Adjustment for Tax 0.04 (7.38)
of earlier year
Surplus Brought
forward 410.51 335.07
Surplus carried
forward 440.44 410.51
2. Performance & Prospects:
During the year under review, the Company has successfully achieved the
maximum production capacity and keeping in view the demand for its
products in domestic and international markets shall be increasing its
production capacity in the coming years.
During the year under review the Company could achieve net profit of
Rs.142.43 lacs as against Rs.203.56 Lacs during the previous year
2007-08. Due to global recession and safeguarding the interest of
customers, during the year under review the finished products were sold
at a very competitive price, hence there is decrease in the net profit
of the Company in the current year.
3. Dividend: During the financial year 2008- 09 your Board of
Directors could not recommend any dividend due to absence of
distributable profit.
4. Directors: Shri Vinod Baid, Director, retires by rotation and being
eligible, offers himself for re-appointment.
5. Directors Responsibility: Pursuant to Section 217(2AA) of the
Companies Act, 2000 the Directors confirm that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2009 and of the loss of the company for
the said period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
6. Auditors: M/s. Laxminiwas & Jain, Auditors of the Company, retire
at the ensuing Annual General Meeting and are eligible for
re-appointment.
7. Personnel: Employee relations at all levels were cordial during the
year. Your Directors place on record their appreciation of the
dedicated work put-in by the employees.
8. During the year under review there are no employees in the Company
whose particulars are required to be given pursuant to Section 217(2A)
of the Companies Act, 1956.
9. Acknowledgement: The Board of Directors are very thankful to the
State Bank of Hyderabad and other Government Agencies for their
continued help, guidance and assistance in the functioning of the
Company.
10. Your Directors express their gratitude to the shareholders for the
confidence reposed in the Company.
11. Information on Energy Conservation and Technology Absorption
required to be disclosed under Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, forming part of the Directors
Report for the year ended 31s March 2009, is enclosed as Annexure to
this Report.
for and on behalf of the Board
PlacerHyderabad Vinod Baid
Date : 4th September, 2009 Chairman
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