Your Directors are pleased to present the 39h Annual Report and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31,2024.
Financial Highlights and Performance:
1. Financial Results
? in I akhs
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PARTICULARS
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Standalone
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Consolidated
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March 31,2024
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March 31,2023
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March 31,2024
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March 31,2023
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Revenue from Operations
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6,679.87
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6,509.81
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8671.45
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6,560.30
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Other Income
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430.20
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340.35
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490.59
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395.35
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Total Income
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7,110.07
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6,850.16
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9162.04
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6,955.64
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Share of Profit/(Loss) of Associates
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0
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0
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0
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0
|
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Profit before Finance Cost, Depreciation and Tax Expense
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1,672.08
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798.65
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2,193.57
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864.62
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Finance Cost
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115.58
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123.09
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307.60
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135.38
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Depreciation
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81.04
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74.44
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236.79
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91.94
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Tax Expenses
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295.67
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145.22
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331.68
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145.22
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Net Profit after Tax for the year
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1,179.79
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455.90
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1,317.50
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492.08
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Other Compressive Income /(Loss) (net of tax)
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11.06
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2.36
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(-) 180.23
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127.36
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Total Comprehensive Income
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1,190.85
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458.26
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1,137.27
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619.44
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EPS - Basic
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0.698
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0.259
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0.666
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0.319
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EPS - Diluted
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0.637
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0.259
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0.608
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0.319
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Review of operations:
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 ^ 7,110.27 lakhs as against ^ 6,850.16 lakhs in the previous year, and the company has recorded the Profit before Finance Cost, Depreciation and Tax Expenses of ^ 1,672.08 lakhs (2023-24) as against ^ 798.65 lakhs (2022-23). In the current year the Net profit is ^ 1,190.85 lakhs against the previous year ^ 458.26 lakhs with an increment of 160% during the year. Due to additional capital equity shares & warrants raised byway of preference issue, Earnings per shares got diluted in the proportionate manner.
There is a 84% increment in the Consolidated Profit during theyear 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.
Future Outlook
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 of various options to raise the required funds.
Share Capital:
Authorized Share Capital - During the year under review, there was an increase in authorized share capital of the Company from ^ 20,00,00,000/ to ^ 25,00,00,000/. Authorized share capital of the company as on March 31,2024 was ^25,00,00,000/-, comprising of 25,00,00,000 equity shares of^l/- 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 Preferential basis. Paid up share capital of the company as on March 31, 2024 was ? 22,74,47,674/-, comprising of 22,74,47,674 Equity Shares of ^ 1/- each.
Preference Issue - During the Financial Year 2023-24, your Company allotted 5,00,00,000 fully paid-up equity shares with a face value of ^ 1/- each at a price of ^ 14.75/- per share, including a premium of ^ 13.75/- per share, totaling ^ 73,75,00,000/-. These shares were allotted on a preferential basis to identified allottees upon receipt of the full amount. Additionally, the Company issued 1,55,00,000 share warrants at a price of ^ 14.75 per warrant, aggregating to ^ 22,86,25,000/-, to Promoters upon receipt of ^ 5,71,95,000/- (25% of the warrant issue price) as upfront payment ("Warrant Subscription Price"). These warrants are convertible into one fully paid-up equity share of the Company with a face value of Re. 1/- each upon payment of the balance amount, i.e., the warrant exercise price of ^ 11.06/- per warrant, within 18 months from the allotment date, in accordance with Chapter V of SEBIICDR Regulations and other applicable laws. The Company has already received Listing and Trading approval from BSE Limited for the 5,00,00,000 equity shares issued on a preferential basis.
The proceeds of this preferential issuewill be utilized to modernize and expand the Company's existing manufacturing facilities to meet the growing demand for its products in both domestic and global markets. The funds will also be used to set up a new pharmaceutical API manufacturing facility and/or acquire existing facilities in the same line of operations, meet working capital requirements, establish a research and development unit to explore new products, and file Drug Master Files with various regulated and semi-regulated overseas markets. Furthermore, the proceeds will support the establishment of a wholly-owned foreign subsidiary and investments in the same, as well as investments in existing or new subsidiary companies to expand manufacturing and marketing activities. The funds will also be allocated to meet the general corporate purposes of the Company.
Until these funds are effectively utilized for the aforementioned purposes, the Board will manage the funds prudently by keeping them in fixed deposits with banks, investing in units of mutual funds, and/or other short-term financial instruments. This approach ensures that the funds are securely managed and provide some return until they are needed for their intended strategic uses.
Buy Back of Securities:
The Company has not bought back any of its securities during theyear under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during theyear under review.
Bonus Shares:
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.
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 31,2024, we have oneSubsidiary 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 2023-24 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 year2023-24, except to its subsidiary Company.
Number of Board Meetings held:
During the financial year ended March 31, 2024, Eight Board Meetings were held.
The dates on which the Board Meetings were held are 20.04.2023, 30.05.2023, 14.08.2023, 06.09.2023, 14.11.2023, 02.12.2023,27.01.2024 and 14.02.2024the details ofwhich 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.
Extracts 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 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 14.02.2024, 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 31,2024, 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, 2024, 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, during the year Shri T M Gopalakrishnan, Director has resigned from the Board of the Company.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 are: Mr. Arihant Baid, Managing 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. R Pugalia & Company, Chartered Accountants (Firm Registration No. 318188E) were appointed as Statutory Auditors of your Company to hold office from the conclusion of 38th ACM till the conclusion of the 43rd AGM to be held in the year 2028. Accordingly, R Pugalia & Company, Chartered Accountants (Firm Registration No. 318188E), Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2028. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 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;
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.
2. Secretarial Audit Report
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 31,2024.
Secretarial Audit Report issued by Mr. Rakesh Kumar Gupta, Company Secretaries, in Form MR-3 is enclosed as Annexure - V to this Annual Report.
Internal Auditors:
The Board of Directors of the Company appointed Dipankar Mukherjee & Associates to conduct Internal Audit of the Companyforthe Financial Year ended March 31,2024.
Audit Committee:
There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.
Subcommittees of the Board:
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:
As per Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR provisions apply to every company, including its holding or subsidiary, and a foreign company having its branch office or project office in India, meeting any of the following criteria during the immediately preceding financial year:
1. Net worth of IN R 500 crore or more; or
2. Turnover of INR 1,000 crore or more; or
3. Net profit of INR 5 crore or more.
For the financial year 2023-24, the company meets the above criteria and is, therefore, required to comply with the CSR provisions under the Companies Act, 2013.
Formation of CSR Committee
The company is in the process of constituting a CSR Committee in accordance with the statutory requirements. The CSR Committee will consist of members as mandated by the Companies Act, 2013, including at least three directors, out of which at least one director shall be an independent director (if applicable). The role of the CSR Committee will include:
o Formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013.
o Recommending the amount of expenditure to be incurred on the activities, o Monitoring the CSR Policy of the company from time to time.
Selection of CSR Projects
The CSR Committee, along with the management, will evaluate and select suitable Projects that align with the activities recognized under Schedule VII of the Companies Act, 2013, or any other statute. The selected projects will focus on areas such as education, healthcare, environmental sustainability, social welfare, or any other area that contributes to the social and economic development of the community. The company is committed to ensuring that the chosen CSR initiatives create a positive impact and fulfill its obligations towards society.
The CSR initiatives will be implemented directly or through registered trusts, societies, or companies established under Section 8 of the Companies Act, 2013, which have an established track record of at least three years in undertaking similar projects. The company is committed to adhering to the compliance and reporting requirements related to CSR activities as stipulated by the applicable laws and regulations.
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 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. R Pugalia & Company, Chartered Accountants and the report on Corporate Governance form part of this Directors' 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 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:
There is no change in company’s subsidiaries, joint ventures or associate companies during theyear.
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:
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 31,2024, 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 March 31, 2024, 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 Year2024-25.
Policies:
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 2024.
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., 15C, 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 ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 Certification by TUV NORD Cert GmbH forManagement 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 & Phenazopyridine Hcl by the Central Drugs & Standard Control Organization (CDSCO), New Delhi for Sale, Statutory requirements of the Country.
The Company has been awarded CMP & WHO-CMP certification by the State Drug Licensing authority.
Human Resources:
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.
Cautionary Statement:
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.
On behalf of the Board of Directors for Gennex Laboratories Limited
Y Ravinder Reddy Arihant Baid
Place: Hyderabad Director Managing Director
Date: 06.09.2024 DIN: 00011040 DIN: 01171845
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