Genpharmasec Ltd Directors Report.

Dear Shareholders

Your Directors take pleasure in presenting the 29th Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2021. This report states compliance as per the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

FINANCIAL HIGHLIGHTS:

The Companys Standalone financial performance, for the financial year ended March 31, 2021 as compared to the previous financial year, is summarized below:

(Amount in Rs.)

Particulars 31st March 2021 31st March 2020
Revenue from Operations 21,30,75,138 16,50,13,041
Other Income 32,78,098 56,28,418
Total Revenue 21,63,53,236 17,06,41,459
Total Expenses 20,12,57,844 15,85,87,574
Profit before tax 1,50,95,392 1,20,53,886
Profit after tax 1,25,74,477 1,00,93,802
Other Comprehensive income (4,13,04,383) (3,58,33,166)
Total Comprehensive Income for the period (2,87,29,906) (2,57,39,364)

REVIEW OF OPERATIONS:

The Revenue from operations for FY 2020-21 increased to Rs. 21,30,75,138/-, as compared to the revenue of Rs. 16,50,13,041 /- in the previous year. The Profit before Tax for the FY 2020-21 is Rs. 1,50,95,392/- as compared to Rs. 1,20,53,886 /- in the previous year. The Profit After Tax for the FY 2020-21 increased to Rs. 1,25,74,477/- as compared to a profit of Rs. 1,00,93,802 /- in the previous year.

DIVIDEND:

During the year under review to conserve the resources of the Company for future growth and development the Board of Directors do not recommend any dividend.

TRANSFER TO RESERVES:

Your Directors does not propose to carry any amount to reserves, during the financial year ended March 31, 2021.

EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in given in form MGT-9, which is a part of the Annual Report as Annexure - A Further the Annual Return as on 31st March, 2021 is available on the Companys Website and can be accessed at www.genpharmasec.com.

DEPOSITS:

During the year under review Your Company has neither accepted/ invited any deposits from public falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 nor did any deposits remain unpaid or unclaimed during the year under review.

MAINTENANCE OF COST RECORDS:

The Maintenance of Cost Records pursuant to Section 148(1) of the Companies Act 2013 is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION & PROTECTION FUND:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year 2020-2021 there is no change in nature of business of the company.

SHARE CAPITAL:

The warrant holders of the Company have on 04th May, 2020 exercised their option of conversion of 6,00,00,000 warrants (60,00,000 before Sub- Division) to 6,00,00,000 Equity Shares of face value of Re 1/- per Equity Share. Accordingly, the Board of Directors at their meeting held on 04th May, 2020 have allotted 6,00,00,000 (60,00,000 before Sub- Division) Equity shares of Re. 1/- per share

The Authorized Share Capital of your Company as on 31st March, 2021 stood at Rs 30,00,00,000 divided into 30,00,00,000 Equity Shares of Re 1/- each. The Issued and the Subscribed Share capital of the Company as on 31st March, 2021 stood at 27,68,59,850 divided into 27,68,59,850 Equity Shares of Re 1/- each.

INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and same were operating throughout the year. Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board of Directors of the Company at its Meeting held on 27/06/2020 have appointed M/s. Meenakshi Manish Jain & Associates, Chartered accountants as Internal Auditor of the Company for the F.Y. 2020-21. The audit committee of the Board of Directors in consultation with the Internal Auditor formulates the scope functioning periodicity and methodology for conducting the internal audit.

DIRECTOR ‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 3 (c) and section 134(5)of the Companies Act 2013 with respect to Directors Responsibilities Statement it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31st March 2021 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) That the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

(c) That the Directors had taken proper and enough care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(d) The Directors had prepared the accounts for the financial year ended 31st March 2021 on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiaries associate and Joint venture companies pursuant to which the provisions of Section 129 (3) of the Companies Act 2013 is not applicable to the company.

LOANS GUARANTEES OR INVESTMENTS:

Particulars of loans given investments made guarantees given and securities provided under Section 186 of the Companies Act 2013 form part of the Notes to the Financial Statements.

FOREIGN EXCHANGE:

During the year under review there were no foreign exchanges Earnings or outgo.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Companys website at www.genpharmasec.com/underpolicy.html. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are placed the Audit Committee and the Board for approval, if applicable. There was no transaction during the year which requires to be reported in Form AOC -2.

PARTICULARS OF EMPLOYEES:

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure - C.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

DETAILS OF BOARD AND COMMITTEE MEETINGS:

? Meetings of Board of Directors

The Board of Directors duly meets 05 (Five) times during the financial year from ended 31st March, 2021 as under:

27th June 2020, 07th September 2020, 06th November 2020, 28th November 2020 and 10th February 2021.

? The Composition of the Board is as under

Sr. No. Name of Director Designation/ Category of Directorship
1. Mr. Ulhas Narayan Deosthale Whole Time Director & CFO {w.e.f. 29/06/2021}
2. Mr. Dollar Chheda Whole Time Director & CFO {Up to 29/06/2021}
3. Ms. Amisha Dani Independent Director
4. Ms. Sneha Sadhwani Non-Executive Director
5. Mr. Rajesh Sadhwani Non-Executive Director
6. Mrs. Veda Adhatrao Non -Executive Independent Director {Up to 12/08/2021}
7. Ms. Nikhita Pais Non -Executive Independent Director {w.e.f. 12/08/2021}
8. Mr. Yogesh Arvindbhai Bhuva Non -Executive Independent Director {w.e.f. 06/09/2021}
9. Mr. Sachin Aphandkar Non -Executive Independent Director {Up to 06/09/2021}

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015 / Companies Act, 2013.

COMPOSITION OF COMMITTEES:

? Audit Committee:

The Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

During the financial year 2020-21 the Audit Committee of the Company met Five times on 27th June 2020, 07th September 2020, 06th November 2020, 28th November 2020 and 10th February, 2021. The gap is not more than one hundred and twenty days between two Audit Committee meetings.

The Composition of the Audit Committee as on 31st March 2021 is given herein below:

Sr. No. Members Name Category Designation
1 Ms. Veda Adhatrao {up to 12th August 2021} Independent Director Chairman
2 Ms. Nikhita Pais {w.e.f.12th August 2021} Independent Director Chairman
3 Mr. Yogesh Arvindbhai Bhuva {w.e.f. 06th September 2021} Independent Director Member
4 Mr. Sachin Aphandkar {up to 06th September 2021} Independent Director Member
5 Ms. Amisha Dani Independent Director Member

• NOMINATION AND REMUNERATION COMMITTEE:

The terms of reference of Nomination and Remuneration Committee include the matters specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and section 178 of the Companies Act 2013.

The terms of reference of the committee inter alia include formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the board a policy relating to the remuneration of the directors key managerial personnel senior management and other employees of the Company. The committee formulates the criteria for evaluation of the Chairman, independent directors, non-executive directors, the Board as a whole and Board committee.

The committees function includes identifying persons who are qualified to become directors of the Company recommending their appointment or re-appointment of the existing directors to the Board ensuring that such persons meet the relevant criteria prescribed under applicable laws including qualification area of expertise and experience track record and integrity and reviewing and approving the remuneration payable to the executive directors of the Company within the overall limits as approved by the shareholders.

During the year under review the committee met 1 time. The meeting was held on 10th February 2021.

The Composition of the Nomination and Remuneration Committee on 31st March 2020 is given herein below:

Sr. No. Members Name Category Designation
1 Ms. Amisha Dani Independent Director Chairman
2 Ms. Veda Adhatrao Independent Director Member
3 Mr. Sachin Aphandkar Independent Director Member

The details of the Attendance of members at Nomination and Remuneration Committee Meeting are as under:

Sr. No. Members Name Category Designation
1 Ms. Amisha Dani Independent Director Chairman
2 Ms. Veda Adhatrao {up to 12 th August 2021} Independent Director Member
3 Ms. Nikhita Pais {w.e.f. 12th August 2021} Independent Director Member
4 Mr. Sachin Aphandkar {up to 06th September 2021} Independent Director Member
5 Mr. Yogesh Arvindbhai Bhuva {w.e.f. 06th September 2021} Independent Director Member

• STAKEHOLDERS GRIEVANCE COMMITTEE:

The scope of the Shareholders/ investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, etc., and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

The Stakeholders Relationship Committee is duly constituted, during the year under review, the committee met 4 times on 27th June 2020, 07th September 2020, 06th November 2020 and 10th February, 2021.

The Composition of the Stakeholders Relationship Committee is as under:

Sr. No. Members Name Category Designation
1. Ms. Amisha Dani Independent Director Chairman
2. Ms. Veda Adhatrao Independent Director Member
3. Mr. Sachin Aphandkar {up to 06th September 2021} Independent Director Member
4. Mr. Yogesh Arvindbhai Bhuva {w.e.f. 06th September 2021} Independent Director Member

LISTING:

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has paid the annual listing fees for the financial year 2020-21 to the said Stock Exchange.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL {KMP}:

Your Board currently comprises of 6 Directors including 3 (three) Non-Executive-Independent Directors, 1(one) Executive Director and 2(Two) Non-Executive-Non-Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During FY 2020-2021, your Board met 5 (Five) times details of which are available in Corporate Governance Report annexed to this report.

(a) Composition of the Board of Directors and KMP

The Board of Directors and Key Managerial Personnel is duly constituted, as on the date of this report the composition of the Board and Key Managerial Personnel is as mentioned below:

(b) Changes in Composition of Board and Key Managerial Personnel

a) Mr. Ulhas Narayan Deosthale was appointed as Additional (Whole-Time Director & Chief Financial Officer) of the Company by the Board of Directors with effect from 29th June 2021;

b) Mr. Dollar Azad Chheda resigned as Whole Time Director & CFO of the Company with effect from 29th June 2021;

c) Ms. Nikhita Pais was appointed as Additional (Independent) Director of the Company by the Board of Directors on 12th August 2021;

d) Mrs. Veda Adhatrao Bhushan resigned as Independent Director of the Company with effect from 12th August 2021;

e) Mr. Yogesh Arvindbhai Bhuva was appointed as Additional (Independent) Director of the Company by the Board of Directors on 6th September 2021;

f) Mr. Sachin Prakash Aphandkar resigned as Independent Director of the Company with effect from 06th September 2021;

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated in a separate meeting of Independent Directors. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, etc.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

ATTRIBUTES. QUALIFICATIONS & INDEPENDENCE OF DIRECTORS. THEIR APPOINTMENT AND REMUNERATION:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

CORPORATE GOVERNANCE:

Your Company always places a major thrust on managing its affairs with diligence transparency responsibility and accountability thereby upholding the important dictum that an Organizations corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate section on Corporate Governance with a detailed report on Corporate Governance (Annexure-D) and a certificate from Mr. Jaymin Modi, the Secretarial Auditor of the Company is certifying compliance of conditions of Corporate Governance forms part of this Annual Report. The Report on Corporate Governance also contains certain disclosures as required under the Companies Act 2013.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is provided as a separate section forming part of the Annual Report as Annexure-E.

AUDITORS:

(a) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company has appointed Mr. Jaymin Modi, Practicing Company Secretaries Mumbai to conduct the Secretarial Audit for the financial year 2020-2021. The Secretarial Audit Report for the year 20202021 issued by him in the prescribed form MR-3 is attached as Annexure-F to this Report. The said Secretarial Audit Report does not contain any qualification reservation adverse remark or disclaimer made by the Secretarial Auditor.

(b) Statutory Auditors:

Abhishek S Tiwari & Associates, Chartered Accountants, (Firm Registration No. 141048W) were appointed as the Statutory Auditor of the Company at the 28th AGM held on December 22, 2020, to hold the office for a period of 5 (five) years till the conclusion of the 33 th AGM to be held in the year 2025, in terms of the applicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

(c) Cost Auditor:

The provisions relating to maintenance of Cost Records and Audit thereof are not applicable to your Company.

(d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board of Directors of the Company at its Meeting held on 27/06/2020 have appointed M/s. Meenakshi Manish Jain & Associates, Chartered accountants as Internal Auditor of the Company for the F.Y. 2020-21.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors Key Managerial Personnel Senior Management and their remuneration.

(a) The Nomination & Remuneration Committee identifies and ascertains the integrity qualification expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification expertise and experience for the appointment as a Director.

(b) The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act 2013.

(c) The candidates appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

(d) In case of appointment of Independent Directors the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

(e) The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013.

GREEN INITIATIVE:

Electronic copy of the Annual Report 2020-2021 and the Notice of the 28th Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses physical copies are sent in the permitted mode.

Your Directors would like to draw your attention to Section 20 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014 as may be amended from time to time which permits paperless compliances and also service of notice / documents (including annual report) through electronic mode to its members.

To support this green initiative we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team which identifies assesses the risks and the trends exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the declaration signed by the Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended 31st March 2021 is annexed to and forms part of the Corporate Governance Report appended to this Annual Report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Section 177 of the Companies Act 2013 requires every listed company to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted the policy for implementing Vigil Mechanism. Vigil (whistle blower) mechanism provides a channel to the employees and directors to report to the management concerns about unethical behavior actual or suspected fraud or violation of the code of conduct or policy. The mechanism provides for adequate safeguards against victimization of directors and employees to those who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

This policy applies to all directors and employees of the Company. All directors and employees of the Company are eligible to make disclosures under this Policy in relation to matters concerning the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year and the date of the Boards Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4 (4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8 (13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME:

The Company has during the year under review not issued nor provided any employee stock option scheme and hence no information is furnished as per provisions of Rule 12 (9) of the Companies (Share Capital and Debenture) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Additional information required under the provisions of Section 134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 and forming part of the Report is reproduced herewith:

(a) Conservation of energy and technology absorption:

As the Company holds investments in the other Companies there are no particulars regarding conservation of energy and technology absorption as required under provisions of the Act and rules made thereunder.

(b) Foreign Exchange earnings and outgo:

Total foreign exchange inflow: Nil Total foreign exchange outflow: Nil

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 has been furnished.

FRAUD REPORTING:

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The Auditors Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is forming part of this Annual report.

CORONA VIRUS PANDEMIC (COVID-19):

The outbreak of novel Coronavirus (COVID-19) pandemic and the consequent lockdown restrictions imposed by the central and state governments had caused significant disturbance and slowdown of economic activity in Indio and across the globe. The company saw a great uptake in demand for Diagnostic Equipments from various hospitals spread all over India. The Company has also token proactive measures to comply with various regulations/guidelines issued by the Government and local bodies to ensure safety of our workforce & local community in general. The New Normal created by the Novel Coronavirus (COVID-19) has further changed the narrative & The Management believes it is imperative to adapt to this change & stay ahead of ones peers while continuously enhancing ones learning curve through this journey. The company is making efforts to add new and more advanced Diagnostic Equipments to its repertoire in order to cater to the demands of hospitals. This bears testimony to the strongest forward- thinking pillar of innovation that is deep routed in the ideology & culture. The Management with this approach & forward thinking is sure to thrive and overcome this Pandemic & come out stronger, despite the Global Slowdown.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Companys Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company and support extended by suppliers/vendors and Customers.