Gennex Laboratories Ltd Directors Report.

To

The Members of

Gennex Laboratories Limited.

Your Directors are pleased to present the 36th Annual Report and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2021.

Financial Highlights and Performance:

1. Financial Results

Rs. in Lakhs

PARTICULARS Standalone Consolidated
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from Operations 5,964.90 5,561.73 5,964.90 5,561.73
Other Income 52.44 95.14 52.44 95.14
Total Income 6,017.34 5,656.87 6,017.34 5,656.87
Share of Profit/(Loss) of Associates 0 0 0 0
Profit before Finance Cost, Depreciation and Tax Expense 668.64 430.72 668.64 430.72
Finance Cost 74.35 75.36 74.35 75.36
Depreciation 88.07 100.5 88.07 100.5
Tax Expenses 102.40 69.23 102.40 69.23
Net Profit after Tax for the year 403.82 185.63 403.82 185.63
Other Compressive Income /(Loss) (net of tax) 0 0 0 0
Total Comprehensive Income 403.82 185.63 403.82 185.63

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 Rs. 6,017.34 lakhs as against Rs.5,656.87 lakhs in the previous year, and the company has recorded the Profit before Finance Cost, Depreciation and Tax Expenses of Rs.668.64 lakhs (2020-21) as against Rs. 430.72 lakhs (2019-20). In the current year the Net profit is Rs.403.82 Lakhs against the previous year Rs. 185.63 lakhs.

There is a 117% increment in the 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.

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 to clear all liabilities and fund the unit at Kothur near Zaheerabad by bringing back to its full 100% operational capacity. The Management and Technical team are keeping their full efforts to run the plant, due to COVID-19 Pandemic all strategic plans of the Company got delayed. Management is hopeful to start its operations by the end of year 2022.

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, 2021 was Rs.16,00,00,000/-, comprising of16,00,00,000 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, 2021 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, 2021, 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 Boards 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 Arms 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 2020-21 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 Boards 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 year 2020-21, except to its associate Company.

Number of Board Meetings held:

During the financial year ended March 31, 2021, Eight Board Meetings were held.

The dates on which the Board Meetings were held are 27.04.2020, 01.07.2020, 30.07.2020, 03.09.2020, 15.09.2020, 12.11.2020, 21.12.2020 and 13.02.2021 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.

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 MGT 9 is available on the Companys 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, 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 21.12.2020, 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, 2021 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, 2021 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, Shri T M Gopalakrishnan, Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Shri T M Gopalakrishnan 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, 2021 are: Shri Arihant Baid, Managing Director, Shri T M Gopala Krishnan, Whole Time Director, Shri Laxmipat Baid, CFO and Shri Rajesh Vankadara, 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 Auditors of your Company to hold office from the conclusion of the 33rd AGM held in the year 2019, until the conclusion of the 38th AGM to be held in the year 2023. Accordingly, M/s.PPKG & Co., Chartered Accountants (Firm Registration No. 009655S), Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2023. 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 Auditors Report under Paras: Basis for Qualified opinion, Emphasis of Matter and Other Matter:

The Balances of Current Assets, Other Non-Current 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

Boards 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.

2. Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed Shri Rakesh Kumar Gupta, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the company for the Financial Year ended on March 31, 2021.

Secretarial Audit Report issued by Shri 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 Shri Laxmipat Baid to conduct Internal Audit of the Company for the Financial Year ended March 31, 2021.

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 Stakeholders 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 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.

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 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 companys 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 companys operations in future:

No Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys 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, 2021 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, 2021, the Company has not received any Complaints pertaining to Sexual Harassment.

Listing of Equity Shares:

The Companys Equity shares are listed at the following Stock Exchanges:

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 2020-21.

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 whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2019.

ii) Policy for Determining Materiality for Disclosures:

This policy applies to disclosures of material events affecting. This policy is in addition to the Companys 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-GMP 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 companys 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 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
Place: Hyderabad T.M. Gopalakrishnan Arihant Baid
Date: 06.09.2021 Whole Time Director Managing Director
DIN: 03137458 DIN: 01171845