Genomic Valley Biotech Ltd Directors Report.

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

To,

The Members,

Your Directors have pleasure in presenting their 26th Board Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended March 31, 2020.

FINANCIAL RESULTS

The company performance for the financial year ended on March 31st, 2020 is summarized below:

Particulars 2019-20 2018-19
Revenue from Operations 84,65,629.00 98,50,101.00
Other Income 1,40,869.00 1,47,952.00
Total Revenue 86,06,499.00 99,98,052.00
Total Expenses 65,49,188.00 76,51,003.00
Profit before Exceptional Items and Tax 20,57,310.00 23,47,049.00
Exceptional Item 0.00 0.00
Profit before Tax 20,57,310.00 23,47,049.00
Tax Expenses (8,02,616.00) 22,083.00
Profit After Tax for the year 28,59,927.00 23,24,966.00
Paid up Capital (in No. of shares @ Rs. 10 each share) 30,54,500 30,54,500

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the Financial Year ended 2020 under review, the Company has earned the profit of Rs. 28,59,927/-against the profit of Rs. 23,24,966/- in the previous Financial Year ended 2019.

In the Financial Year 2019-2020, the company is witnessing sustained commercial production from its Plant Tissue Culture Lab, 2 x 1500 sq. metre Naturally Ventilated Poly House, 2 x 1080 Hi-Tech Poly Houses and a Net House of 500 sq. metres & 1500 sq. metres.

The Company is extensively involved in Commercial Greenhouse/Poly House Cultivation of crops over the year and market the produce profitably. It keeps on changing the crop mix from time to time to meet the seasonal and market demand. Also it is involved in commercial Horticulture activities with Aloe vera, Tomato, Bitter Gourd, Bottle Gourd, Brinjal, Broccoli, Cabbage, Capsicum, Carrot, Cauliflower, Cucumber, Green Chillies, Onion, Radish, Ridge/Sponge Gourd, Leafy Vegetables, Pumpkin, Banana, Guava, Papaya, and Strawberry.

PRESENT AND FUTURE PROSPECTIVES:

PRESENT ACTIVITIES

1. High-Tech Cultivation through Environment Controlled Poly Houses, NFT & DFT etc.

2. Production of Tissue Cultured Improved Varieties of Plants.

3. Organic Farming --- Open Field Cultivation using Bio-Fertilizer.

FUTURE ACTIVITIES

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

The buzz word in todays agricultural sector is "Farmers Producer Company". Producer companies can help smallholder farmers participate in emerging high-value markets, such as the export market and the unfolding modern retail sector in India. As elsewhere in the developing world, in India, small farmers livelihoods are being threatened due to the liberalization and privatization of Indian agriculture and the increasing interest of private capital in the agribusiness sector. The withdrawal of the state from productive and economic functions, and changes in the organization of marketing channels, present new challenges for small-scale farmers. In this environment of greater instability and competition, organization and collective action can help to enhance farmers competitiveness and increase their advantage in emerging market opportunities. We build on the ideas of value-chain governance and collective-action literature and introduce the functions and organizational structure of producer companies in India within this context.

Thus by collecting around 300 small farmers on a single corporate platform your company has formed a "Farmers Producer Company". This model will ensure at least a minimum profit to the farmers and also in the process your company will also earn handsomely.

Thus your company is involved in the following profit making activities and planning for the future progress of your company:

1. Formation of a Farmer Producer Company

2. Has set up a Farmers Training Centre at the companys site and is imparting training to the farmers and agri-entrepreneurs

3. Poly House Construction is going on contractual basis for the clients

4. Contracted Poly House controlled environment and open field cultivation.

5. Agri - Farming Consultancy.

6. Company has already started Farm to Door Step Services for supply of fruits & vegetables.

7. Bringing of Drone Technology.

8. Horticulture without spray, GVBL is all set to bring the most Modern Pest Management Technique from Israel.

FARMER PRODUCER COMPANY

The company has identified a cluster of 300 marginal farmers eligible to form a Farmers Producer Company. The company is in the process to do all the documentations for getting started with the operation of the Producer Company

TRAINING CENTRE

The company has already started imparting training to farmers and agri-entrepreneurs profitably. Response is brisk and is escalating day by day with more and more recognition of the setup and services. Governmental supports, loans and grants thus fulfilling our years long dream of self sufficient farmers.

Separate courses have been designed for Training like the Ladies to develop kitchen gardens or small farms which can fetch them profits by growing fruits and vegetables. This will be exclusively for ladies and housewives within reasonable course fees. All these courses will also have empowerment facilities and support as mentioned above if some lady wants to do some agricultural activities in a bigger way!

POLYHOUSE CONSTRUCTION

As the company is having a fully functional team of technical persons for setting up and erection of poly-houses and greenhouses, the company is all set to capture orders of its clients for setting up of their poly-houses / greenhouses. Through effective marketing the company has bagged a few orders of setting up of poly-houses in the nearby areas in the vicinity of its project site

CONTRACTED POLY-HOUSE CONTROLLED ENVIRONMENT AND OPEN FIELD CULTIVATION

With its expert team of agriculturists and technical personnel, the company is taking up Turn Key cultivation projects of its clients on clients land with assured buy back and marketing assurance. In this scope the company is taking up all responsibilities of preparing of the land of the client, then setting up of Environmentally Controlled Poly-houses, deciding of suitable product mix for the cultivation. And finally when production of vegetables comes, the company shoulders all responsibilities to sell the produce in the market to pay the assured amount to the client. A few projects with the above scope, negotiations are on.

AGRI FARMING CONSULTANCY

With the expert team of agriculturists and other technical people, the company is also providing Agri Farming Consultancy to farmers and other clients on case to case basis. This way company is providing solutions to problems being faced by the HNI clients in agri-farming business as per their specific needs.

FARM 2 DOOR STEP SERVICES

The company intends to develop full packaging system and logistics to deliver fruits and vegetable direct to homes in NCR as per their daily demands and orders. The company is also working on to make an online portal and also create mobile app to reach the masses and thus gathering increase orders and reach more and more households. Thus, eliminating need of middle men will reduce the cost and enhance the quality of fruits and vegetables.

DRONE TECHNOLOGY

Drones are one of the fastest growing technology segments with the potential to provide extraordinary value to the agriculture business.

Imagine a flying robot that you could easily control as an extension of your own eyes and arms - to reach places, see things you can never see and execute tasks that would otherwise be impossible or not affordable.

Drones are remote controlled flying objects having capability to collect different data regarding any agricultural field, any vegetation such that optimal treatments can be given to the soil and crops to increase yields many fold with minimum expenditure.

GVBL is all set to bring in this technology from Israel to be implemented in Indian Agriculture successfully. In this regard the Company is having active talk with a well known Agricultural Drone Technology Company from Israel.

MODERN PEST CONTROL SYSTEM

In assistance with a reputed Israel Company, GVBL is also bringing the most modern technology for controlling and management of oriental fruit flies. The technology allows the use of lure based pesticides. Also the fluid is long lasting, free of spraying and maintenance. It is harmless to human, environment and non targeted organisms.

This pin pointed pesticide management is achieved through new technologies viz (1) Gravity Controlled Fluid Release (GCFR) technology, (2) a scent-specific, targeting only female pest, and (3) characteristics customized for each implementation.

GVBL has started processing for bringing in this technology also in India !

DIVIDEND

Your Director has not recommended a dividend for the financial year because company is having less profit in the financial year 2019-20. The company expects growth in coming years.

RESERVES

The company is having less profit in financial year 2019-20. Therefore, no amount was transferred into reserve account.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments effecting the financial position of the company which have occurred during the financial year 2019-20 of the company to which the financial statement relates to the date of this report.

NUMBER OF MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) we have selected such accounting policies and applied them consistently and made judgements 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, 2020 and of the profit of the Company for the year ended on that date;

(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) we have prepared the annual accounts on a going concern basis;

(e) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENTS DISCUSSION AND ANALYSIS

To avoid duplication between the Board Report and the Management Discussion and Analysis, we present below a composite summary of performance of the various businesses and functions of the Company.

Present Status

We are feeling good to inform you about the following developments in the Company:

Recently, the Land Asset of the company has been included in Residential Zone and coming under Sector 42, Bahadurgarh, Haryana. This land is strategically placed - it is on state high way and just 1 km from National Highway, just 6 km from Delhi border. And metro station is just 5 minutes away. Thus price of the land is on an upward movement. Hence your Compnay asset value is also increasing.

Hence your Company is thinking seriously to develop the land under a residential project.

To facilitate our residential development project your Compnay is planning to shift its current operations elsewhere. Even after the Covid-19 onslaught we have survived and going ahead as per our plan.

Economy and Markets

Indias agriculture sector is likely to grow at 2.1 per cent in 2019-20, followed by Industry (4.4 per cent) and services (8.3 per cent), according to the Economic Survey 2020-21.

Credit from institutional sources will complement all such government initiatives like Soil Health Card, Input Management, Per Drop More Crop in Pradhan Mantri Krishi SinchaiYojana (PMKSY), PMFBY, e-Nam, etc, the survey said.

Indian farmers are adapting to farm mechanisation at a faster rate in comparison to recent past. The Economic Survey further added sale of tractors to a great extent reflects the level of mechanisation.

According to the World Bank estimates, half of the Indian population would be urban by the year 2050. It is estimated that percentage of agricultural workers in total work force would drop to 25.7 per cent by 2050 from 58.2 per cent in 2001. Thus, there is a need to enhance the level of farm mechanisation in the country.

India is expected to be self-sufficient in pulses in the coming few years due to concerted efforts of scientists to get early-maturing varieties of pulses and the increase in minimum support price.

Industry Structure and Development

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

Your company has started commercial activities to generate earning for the company as well as generating earning for all marginal and other progressive farmers and also simultaneously generating employments for the agriculturists and scientists. We are active in the following fields of operation:

A. Setting up of Agricultural Training Centre by the name of GVBL Institute of High-Tech Agriculture & Biotechnology.

B. Setting up of Centre of Excellence for Horticulture --- With the technical expertise and experience of Eden Horticultural Services, Karnal (Haryana) through expert control of the agricultural activities of Edens Technical Team. The agreement in this regard has also been signed.

C. Bringing of Drone Technology.

D. Horticulture without spray, GVBL is all set to bring the most Modern Pest Management Technique from Israel.

E. Poly House Construction

F. Contracted Poly House controlled environment and open field cultivation.

G. Agri - Farmaing Consultancy.

H. Farm 2 Door Step Services for supply of fruits & vegetables through its website farm2doorstep.com.

I. Agri Skill Development Centre

J. Agri Input Shop for High-Tech Cultivation (Khad Beej Bhandar)

A. TRAINING CENTRE :

With full gusto, GVBL has already started its effort to do networking with various colleges to bring the batches of students for its training centre. And now it is a matter of time to get started with the training centre.

As per the planning all the courses which are being offered by the Institute will be having Job Guarantee and/or empowerment of the students for setting up their own farm houses and agricultural projects by providing all kinds of the Governmental supports, loans and grants thus fulfilling our years long dream of self sufficient farmers.

Separate courses have been designed for Training like the Ladies to develop kitchen gardens or small farms which can fetch them profits by growing fruits and vegetables. This will be exclusively for ladies and housewives within reasonable course fees. All these courses will also having empowerment facilities and support as mentioned above if some lady wants to do some agricultural activities in a bigger way!

B. CENTRE OF EXCELLENCE FOR HORTICULTURE :

With the technical expertise and experience of Eden Horticulture Services, Karnal (Haryana) and with the High-tech agricultural set up with Naturally Ventilated Poly Houses, NFT and DFT Technology and a full functional Plant Tissue Culture Laboratory at its disposal, GVBL is all set to generate record productions and book record profits in the year to come.

C. DRONE TECHNOLOGY :

Drones are one of the fastest growing technology segments with the potential to provide extraordinary value to the agriculture business.

Imagine a flying robot that you could easily control as an extension of your own eyes and arms - to reach places, see things you can never see and execute tasks that would otherwise be impossible or not affordable.

Drones are remote controlled flying objects which is having capability to collect different data regarding any agricultural field, any vegetation such that optimal treatments can be given to the soil and crops to increase yields many fold with minimum expenditure.

GVBL is all set to bring in this technology from Israel to be implemented in Indian Agriculture successfully. In this regard the Company is having active talk with a well known Agricultural Drone Technology Company.

D. MODERN PEST CONTROL SYSTEM :

In assistance with a reputed Israel Company, GVBL is also bringing the most modern technology for controlling and management of oriental fruit flies. The technology allows the use of lure based pesticides. Also the fluid is long lasting, free of spraying and maintenance. It is harmless to human, environment and non targeted organisms.

This pin pointed pesticide management is achieved through new technologies viz (1) Gravity Controlled Fluid Release (GCFR) technology, (2) a scent-specific, targeting only female pest, and (3) characteristics customized for each implementation.

GVBL has started processing for bringing in this technology also in India !

E. POLYHOUSE CONSTRUCTION :

As the company is having a fully functional team of technical persons for setting up and erection of poly-houses and greenhouses, the company is all set to capture orders of its clients for setting up of their poly-houses / greenhouses.

Through effective marketing the company has bagged a few orders of setting up of poly-houses in the nearby areas in the vicinity of its project site

F. CONTRACTED POLY-HOUSE CONTROLLED ENVIRONMENT AND OPEN FIELD CULTIVATION :

With its expert team of agriculturists and technical personnel, the company is taking up Turn Key cultivation projects of its clients on clients land with assured buy back and marketing assurance. In this scope the company is taking up all responsibilities of preparing of the land of the client, then setting up of Environmentally Controlled Poly-houses, deciding of suitable product mix for the cultivation. And finally when production of vegetables comes, the company shoulders all responsibilities to sell the materials in the market to pay the assured amount to the client.

A few projects with the above scope, negotiations are on.

G. AGRI FARMING CONSULTANCY :

With the expert team of agriculturists and other technical people, the company is also providing Agri Farming Consultancy to farmers and other clients on case to case basis. This way company is providing solutions to problems being faced by the HNI clients in agri-farming business as per their specific needs.

H. FARM 2 DOOR STEP SERVICES :

The company intends to develop full packaging system and logistics to deliver fruits and vegetable direct to homes in NCR as per their daily demands and orders. The company is also working on to make it an online portal and also through mobile app to reach the masses and thus gathering increase orders and reach to more and more households. Thus, eliminating of middle man will reduce the cost and enhance the quality of fruits and vegetables.

I. AGRI SKILL DEVELOPMENT CENTRE :

The company is organising paid training to the new age farmers to develop their knowledge and skill such that they can improve their productions and be self-sufficient.

J. AGRI INPUT SHOP :

The company is in process of setting up an Agri Input Shop to sell seeds, fertilizers, and other farming ingredients required for High-Tech Agriculture.

PLANT TISSUE CULTURE INDUSTRY GROWTH

The growth of Biotechnology industry as per Transparency Market Research is estimated to observe substantial growth during 2010 and 2018 as investments from around the world are anticipated to rise, especially from emerging economical regions of the world. The report states that the global market for biotechnology, studied according to its application areas, shall grow at an average annual growth rate of CAGR 11.6% from 2012 to 2018 and reach a value worth USD 414.5 billion by the end of 2018. This market was valued approximately USD 216.5 billion in 2011. The market of bio agriculture, combined with that of bio seeds, is projected to reach a value worth USD 27.46 billion by 2019. The field of biopharmaceuticals dominated the global biotechnology market and accounted for 60% shares of it in the year 2011. Many biotechnological industries flourished by the technological advancements leading to new discoveries and rising demands from the pharmaceutical and agricultural sectors.

Plant Tissue Culture Laboratory

The company is having a fully functional commercial Plant Tissue Culture Laboratory to produce tissue cultured plantlets for selling as well as captive consumption of the same. Work is going on. And also company is having plan to do contractual research in the similar fields

Opportunity and Threats

AGRICULTURE

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

The buzz word in todays agricultural sector is "Farmers Producer Company". Producer companies can help smallholder farmers participate in emerging high-value markets, such as the export market and the unfolding modern retail sector in India. As elsewhere in the developing world, in India, small farmers livelihoods are being threatened due to the liberalization and privatization of Indian agriculture and the increasing interest of private capital in the agribusiness sector. The withdrawal of the state from productive and economic functions, and changes in the organization of marketing channels, present new challenges for small-scale farmers. In this environment of greater instability and competition, organization and collective action can help to enhance farmers competitiveness and increase their advantage in emerging market opportunities. We build on the ideas of value-chain governance and collective-action literature and introduce the functions and organizational structure of producer companies in India within this context.

Thus by collecting around 300 small farmers on a single corporate platform your company has formed a "Farmers Producer Company". This model will ensure at least a minimum profit to the farmers and also in the process your company will also earn handsomely

BIOTECHNOLOGY

Biotechnology is one of the "hot spots" in research and development in this century. Great chances and opportunities lie ahead, but also tremendous threats. While technology and knowledge is easily available all over the world, it can be quite difficult to access markets and to commercialize biotechnological products.

Biotechnology, regardless of red, green or white biotechnology, promises high profits. However, the field is also complex, fast moving and costly. Especially in the field of medical applications there are many risks associated with biotechnology. One example is a drug developed against multiple sclerosis, which had possible profits of 3$ billion.

After two patients developing a rare brain disease in clinical trials the profits vaporized and the stock market were in an uproar. Nevertheless does the United Nations Development Program see "biotechnology innovation and globalization as a means of helping the poor of the world live fuller, richer and more secure lives". Only through commercialization this promise will come true. Commercialization is converting or moving technology into a profit making position

In our opinion the most important point is to bridge the gap between technology and markets. The matching of technological challenge and market challenge is difficult and many tools have been developed to address this problem.

Customer Development

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

The buzz word in todays agricultural sector is "Farmers Producer Company". Producer companies can help smallholder farmers participate in emerging high-value markets, such as the export market and the unfolding modern retail sector in India. As elsewhere in the developing world, in India, small farmers livelihoods are being threatened due to the liberalization and privatization of Indian agriculture and the increasing interest of private capital in the agribusiness sector. The withdrawal of the state from productive and economic functions, and changes in the organization of marketing channels, present new challenges for small-scale farmers. In this environment of greater instability and competition, organization and collective action can help to enhance farmers competitiveness and increase their advantage in emerging market opportunities. We build on the ideas of value-chain governance and collective-action literature and introduce the functions and organizational structure of producer companies in India within this context.

Thus by collecting around 300 small farmers on a single corporate platform your company has formed a "Farmers Producer Company". This model will ensure at least a minimum profit to the farmers and also in the process your company will also earn handsomely

For marketing and selling of the huge produce of the FPC , the company has tied up with the Fruit & Vegetable Retail Chains and to all the Online Fruits & Vegetable Market Place

Supply Chain

For marketing and selling of the huge produce of the FPC , the company has tied up with the Fruit & Vegetable Retail Chains and to all the Online Fruits & Vegetable Market Places around the country.

For the produces from the Plant Tissue Culture Lab, your company has necessary understanding with the relevant companies and organizations for the purchase of the tissue culture production of your company

Your Companys supply chain agenda remained focused on five key areas

1. Customer service excellence,

2. Consumer and customer quality,

3. End to end cash and cost savings program,

4. Leading with innovation, and

5. Technology and sustainability.

Your Company made significant progress in its vision to deliver customer service excellence to enable sustainable growth.

Research & Development

Indias agricultural research system has contributed in a large way to increasing agriculture production and productivity. Development of high yielding and disease resistant varieties has been its major hall mark. The country has one of the largest Public Agricultural Research Establishments in the world. With Indian Council of Agricultural Research (ICAR) at the top, we have

30 State Agriculture Universities, 46 Institutes including 4 Deemed Universities, 4 National Bureau, 9 Project Directorates, 31 National Research Centres, 158 Regional Stations and 80 All India Coordinated Research Projects. However, despite having such a huge manpower and infrastructure, the predominant critique has been that it is very weak in transfer of technology and does not benefit small farmers.

The company has set up an in-house Plant Tissue Culture Laboratory for doing research in the field of plant tissue culture and also to take such researches through steps to commercial levels.

Apart from this your company is continuing its researches in varied field of biotechnology.

Our Research Team is already conducting Basic Research in Premier Institute in the country in the following prospective fields:

Agriculture

? Crop Biotechnology

? Biofertilizers

? Biopesticides and Crop Management

? Plant Biotechnology

Plant Tissue Culture Micopropogation

? Bio prospecting and Molecular taxonomy

? Bio fuels

? Medicinal and Aromatic Plants

Medical Biotechnology

? Vaccines

? Diagnostic

? Drug Development

? Human Genetics and Genome Analysis

OUTLOOK

The promise of doubling farmers income by 2022 dangled heavily as reports of severe agrarian distress started pouring in from the country. Farmers dumping their produces for lack of fair price made headlines throughout 2018 and 2019. The report pointed out that agriculture and rural sector is currently in a deep crisis because during 2004-14 the countrys agriculture sector witnessed its highest ever growth "recovery phase". Despite the highest ever food grain production the year 2016-17 (275 million tonnes) and 274.55 million tonnes in 2017-18, the rural economy has completely collapsed.

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

The buzz word in todays agricultural sector is "Farmers Producer Company". Producer companies can help smallholder farmers participate in emerging high-value markets, such as the export market and the unfolding modern retail sector in India. As elsewhere in the developing world, in India, small farmers livelihoods are being threatened due to the liberalization and privatization of Indian agriculture and the increasing interest of private capital in the agribusiness sector. The withdrawal of the state from productive and economic functions, and changes in the organization of marketing channels, present new challenges for small-scale farmers. In this environment of greater instability and competition, organization and collective action can help to enhance farmers competitiveness and increase their advantage in emerging market opportunities. We build on the ideas of value-chain governance and collective-action literature and introduce the functions and organizational structure of producer companies in India within this context.

Thus by collecting around 300 small farmers on a single corporate platform your company has formed a "Farmers Producer Company". This model will ensure at least a minimum profit to the farmers and also in the process your company will also earn handsomely

Environment, safety, Health and Energy Conservation

Your Company has a vision of being a ‘Zero Injury organisation. The Compass, your Companys strategic framework, integrates

Safety as a non-negotiable value. Over the past years, your Company has not reported and injuries across its operations.

This has been achieved through a combination of training and hardware upgradation leveraging core technology concepts and safety standards from the Company. Sustainability is deeply rooted in all the operations of your Company ranging from sourcing to Production and logistics. Your Companys aim is to achieve significant reduction in environmental impact of operations.

Your Company has used various majors for conservation of energy. Several efforts has been conferred by your Company in the spheres of Safety, Environment and Sustainability.

Human Resources

Your Companys Human Resource agenda remained focused on reinforcing the key thrust areas; being the employer of choice on campus, building an inclusive culture and a strong talent pipeline, institutionalizing mission critical capabilities in the organisation, driving greater employee engagement and continuing to focus on progressive employee relation policies.

Your Company has developing future leaders and having the best people practices. The Company continued to build on the Diversity and Inclusion agenda.

Keeping in view of its "Research Program Outsourcing (RPO)" philosophy, the company is working on to create "Pool of Scientists". This pool is created in the following two ways: ? By in-house training, through the Study Programs conducted at our Registered Office. ? Through contact program in which our team contacts the premier Biotech Institute in India and internationally to make a "Brain Pool" by inducting the cream talents in the field.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure A(1) to this Report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure A (2) to this Report and are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor

tSr. No. Name of Ratio Current Financial Year Ratio Previous Financial Year Ratio Percentage of Change in Ratio Explanation therefor
1 Debtors Turnover Ratio 0.121 0.060 104.275 Due to Non- realization of the amount from the debtors
2 Inventory Turnover Ratio 0.146 0.121 21.467 Due to increase in Unsecured Loan
3 Current Ratio 0.526 4.141 -87.292
4 Debt Equity Ratio 0.434 0.4891 -11.257 Due to increase in heavy finance cost and normal business growth
5 Operating Profit Margin 0.456 0.223 104.48
6 Net Profit Margin 0.338 0.236 43.126 Due to increase in closing stock of Inventory

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

Sr. No. Name of Ratio Current Financial Year Ratio Previous Financial Year Ratio Percentage of Change in Ratio Explanation therefor
1 Return on Net Worth 0.056 0.048 16.039 Due to Normal Business Growth

Total Remuneration paid to Statutory Auditors: Rs.25,000-

Risks and concerns

There is a rich public debate about how the potential risks associated with biotechnology methods and bio industry products should be assessed and about whether and how bioethics should influence public policy. A general structure for guiding public policy discourse is emerging but is not fully developed. Groups perceive risks differently depending on their culture, scientific background, perception of government, and other factors. Expert opinion supports a range of positions. Deeply and honestly held but often conflicting beliefs and values about nature, animals, and the community good animate the debate. The result is that biotechnology issues are often highly contentious and debated on both scientific and ethical grounds. Two contemporary examples are: Do human social benefits such as living a longer and leading more productive life due to biotechnology outweigh the harm that an animal or groups of animals must experience to produce those benefits.

Should an insurance company require information about an individuals genetic inheritance as a condition of eligibility for health insurance?

Biotechnologys risks are sometimes purely conjectural. Without research and clinical trials, risks cannot be fully assessed. Yet conjectural and ethical issues are important because biotechnology affects not only human practices and economic sectors, but also medical practices and the relationship between humanity, animals and the environment.

In Paul Thompsons view, [Biotechnology] is not simply another type of mechanical or chemical creation aimed at making the world better for us. In this instance, we are not simply reshaping matter, but are harnessing life. By manipulating life and natural evolution, we are taking the process that shaped our existence and that of every other living organism on the planet and restructuring it for our own benefit.

Internal control system

The company has started it commercial activity. However, the management is having highly professional outlook at the adequate control system during all its commercial activities

FINANCIAL RESULTS

The company performance for the financial year ended on March 31st, 2020 is summarized below:

Particulars 2019-20 2018-19
Revenue from Operations 84,65,629.00 98,50,101.00
Other Income 1,40,869.00 1,47,952.00
Total Revenue 86,06,499.00 99,98,052.00
Total Expenses 65,49,188.00 76,51,003.00
Profit before Exceptional Items and Tax 20,57,310.00 23,47,049.00
Exceptional Item 0.00 0.00
Profit before Tax 20,57,310.00 23,47,049.00
Tax Expenses (8,02,616.00) 22,083.00
Profit After Tax for the year 28,59,927.00 23,24,966.00
Paid up Capital (in No. of shares @ Rs. 10 each share) 30,54,500 30,54,500.00

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the Financial Year ended 2020 under review, the Company has earned the profit of Rs. 28,59,927/- against the profit of Rs. 23,24,966/- in the previous Financial Year ended 2019.

In the Financial Year 2019-2020, the company is witnessing sustained commercial production from its Plant Tissue Culture Lab, 2 x 1500 sq. metre Naturally Ventilated Poly House, 2 x 1080 Hi-Tech Poly Houses and a Net House of 500 sq. metres & 1500 sq. metres.

The Company is extensively involved in Commercial Greenhouse/Poly House Cultivation of crops over the year and market the produce profitably. It keeps on changing the crop mix from time to time to meet the seasonal and market demand. Also it is involved in commercial Horticulture activities with Aloe vera, Tomato, Bitter Gourd, Bottle Gourd, Brinjal, Broccoli, Cabbage, Capsicum, Carrot, Cauliflower, Cucumber, Green Chillies, Onion, Radish, Ridge/Sponge Gourd, Leafy Vegetables, Pumpkin, Banana, Guava, Papaya, and Strawberry.

Cautionary Statement

Certain statements in the above section may be forward looking and be based on expectations/ projections about the future.

Companys actual results, performance could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any of such forward looking statements on the basis of subsequent developments, information or events.

LEGAL GOVERNANCE AND BRAND PROTECTION

Corporate Governance

Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

The new Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. Your Company is committed to embrace the new law in letter and spirit. In line with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

Your Company has adopted new policies under SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in line with new governance requirements. These policies are available on the website of the Company at www.genomicvalley.com the Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

During the year, Secretarial Audit was carried out by Mr. Rohit Batham, a Practicing Company Secretary, Secretarial Auditor of the Company for the financial year 2019-20. There was no qualification, reservation or adverse remarks given by Secretarial Auditors of the Company. The detailed report on the Secretarial Audit is appended as an Annexure E to this Report.

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure B to this Report and also uploaded the annual return on the website of the Company with the weblink http://www.genomicvalley.com/investorrelationpage.htm .

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annexed as Annexure C to this Report.

A Certificate of the Managing Director and CFO of the Company in terms of Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.genomicvalley.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. Transactions with related parties as per AS 18 have been disclosed in the notes forming part of Financial Statements.All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)

(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Corporate social Responsibility (CSR)

The Corporate Social Responsibility and Governance Committee (CSR & G Committee) has not been formulated because this provision is not applicable according to section 135 of the companies Act 2013.

Risk Management

Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board as follows:

(a) Overseeing and approving the Companys enterprise wide risk management framework; and

(b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages monitors and reports on the Principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Group conducts the business of the Company and manages associated risks. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2017-18, the Company has not received any complaints on sexual harassment and also, no complaint is pending on sexual harassment.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 is annexed herewith as Annexure-B and forms an integral part of this report. Weblink for Annual Return is https://www.genomicvalley.com/gvblreports.htm .

Disclosure regarding maintenance of Cost Records

The Company has not required maintaining cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

A. CONSERVATION OF ENERGY

i. The Company ensures that all possible measures are taken to conserve energy including identification of potential areas of saving energy, installation of energy efficient equipments.

ii. Steps taken by the Company for utilizing alternate sources of energy:

The Company has used various majors for conservation of energy.

iii. Capital investment on energy conservation equipments: NIL

B. TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

The company has set up an in-house Plant Tissue Culture Laboratory for doing research in the field of plant tissue culture and also to take such researches through steps to commercial levels.

The company has developed fully equipped Greenhouse /Poly-house erection team which undertake contracts for its clients for erecting greenhouses/poly houses at their sites and provide turnkey consultancy and support to the client so that they can get profit out of their investment. The company is also committed to buy back the produce of the greenhouses/poly houses at a Minimum Assured Price if the grower wishes to sell his produce to the company thus ensuring a assured minimum profit to it.

Apart from this your company is continuing its researches in varied field of biotechnology.

Our Research Team is already conducting Basic Research in Premier Institute in the country in the following prospective fields:

Agriculture

Crop Biotechnology

Biofertilizers

Biopesticides and Crop Management

Plant Biotechnology

Plant Tissue Culture Micopropogation

Bioprospecting and Molecular taxonomy

Biofuels

Medicinal and Aromatic Plants

Medical Biotechnology

Vaccines

Diagnostic

Drug Development

Human Genetics and Genome Analysis

ii. Benefits derived:

The Company is extensively involved in Commercial Greenhouse/Poly house Cultivation of crops over the year and market the produce profitably. It keeps on changing the crop mix from time to time to meet the seasonal and market demand. Also it is involved in commercial Horticulture activities with Aloe vera, Tomato, Bitter Gourd, Bottle Gourd,

Brinjal, Broccoli, Cabbage, Capsicum, Carrot, Cauliflower, Cucumber, Green Chillies, Onion, Radish, Ridge/Sponge Gourd, Leafy Vegetables, Pumpkin, Banana, Guava, Papaya, and Strawberry.

The Company has started open field cultivation activities at its site at Bahadurgarh and started taking commercial production in this present financial year.

iii. Imported technology:

a. Detail of Technology: Nil

b. The technology is imported during the year 2018-19: Nil

c. This technology is fully absorbed: Not Applicable

iv. The expenditure incurred on Research and Development is Rs Nil.

C. FOREIGN EXCHANGE EARNING AND OUTGO i. The Company has not earned any foreign exchange during the year under review. ii. The Company has not incurred any foreign exchange outgo during the year under review.

Deposit from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Names of the Companies which have become or ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies during the year

During the year, there is no such company which has become or ceased to be Companys subsidiary, joint venture or associate company under review.

Significant and Material Orders

During the year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Change in Nature of Business

During the year there is no change in nature of business of the Company under review.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness was observed.

Code of Conduct for Directors and Senior Management

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Companys business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All the members of the Board and senior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the CEO/Managing Director

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and SEBI (Listing

Obligations and Disclosure Requirements) regulations, 2015. Details given in Corporate Governance Report are forming part of this report.

PARTICULARS OF LOANS AND BORROWINGS TAKEN BY THE COMPANY

The Company has not taken any Loans and Borrowings during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not made any loans or, guarantee, or provided any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Rules made thereunder.

ACCOUNTING TREATMENT

The Company has adopted Indian Accounting Standards (Ind AS) notified by Ministery of Corporate Affairs from 1st April 2017, with a transition date 1st April 2016 and accordingly these financial statement have been prepared in accordance with the companies (Indian Accounting Standard) Rules, 2015 prescribed under section 133 of the Comapnies Act, 2013 and other accounting principles generally accepted in India. The financial statements have been prepared on accrual basis. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

VIGIL MECHANISM

The Company has established a vigil mechanism for adequate safeguards against victimization of directors and employees of the Company For details, please refer to the Corporate Governance Report attached to the Annual Report.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, there no pecuniary relationship or transactions has taken place between the Company and Non-Executive Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Parul Agrawal Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

The Board of Directors of the Company ("the Board") at its meeting held on September 05, 2020 has, subject to approval of members, re-appointed Mr. Yogesh Agrawal as a Chairman and Managing Director of the Company, for a period of 5 (Five) years with effect from September 07, 2020, on terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee (the ‘NR Committee) of the Board and approved by the Board. It is proposed to seek members approval in ensuing Annual General Meeting for the appointment of and remuneration payable to Mr. Yogesh Agrawal as a Chairman and Managing Director of the Company, in terms of the applicable provisions of the Act.

Further Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company have appointed Mr. Satendra Kumar Goyal as an Additional Director in the capacity of Non-Executive Independent Director of the Company to hold office for a period from June 30, 2020 to June 29, 2025, not liable to retire by rotation, subject to consent of the Members of the Company at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the

Board (as a whole), the non-independent directors and the Chairman. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Boards Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

The details of Policy for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.genomicvalley.com.

The following policies has been adopted by the Company which are put up on the website of the Company at the link: www.genomicvalley.com:

(a) Policy for selection of Directors and determining Directors independence; and

(b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Nomination and Remuneration Policy

The Company has adopted the policy and procedures with regard to Nomination and Remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management consistent with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee and this policy shall be compliance in with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees. The key objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of directors, KMP and senior management.

b) Formulate the criteria for determining qualifications, positive attributes, and independence of a director and recommend the Board a Policy, relating to the remuneration for the directors, key managerial personnel and other employees.

c) Formulation of criteria for evaluation of Independent Directors and the Board.

d) To evaluate the performance of the members of the Board and provide necessary report to the Board.

e) To recommend to the Board remuneration payable to the directors, key managerial personnel and senior management.

f) To retain, motivate and promote talent of directors, managerial personnel required to run the Company successfully.

g) To assist the Board in fulfilling responsibilities.

h) To implement and monitor policies and processes regarding principles of corporate governance.

The policy to regulate the Nomination and Remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management is available on the website of the Company www.genomicvalley.com and annexed as Annexure D to this Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditor

M/s Andros & Co., Chartered Accountant was appointed as statutory auditors of the Company in the Annual General Meeting held on 23rd August, 2019 for five years.

M/s M/s Andros & Co. has conducted the Statutory Audit of the Company for the Financial Year 2019-20.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any observation, qualification, reservation or adverse remark.

Internal Auditor

M/s S Sanghi & Associates, Chartered Accountants, New Delhi, Represented by CA Siddharth Sanghi (Membership No. 552468) has been appointed as Internal Auditors of the Company to conduct the Internal Audit of the company for the Financial Year 2020-21.

Secretarial Auditor

The Company has appointed Rohit Batham & Associates, Company Secretaries, New Delhi as Secretarial Auditors of the Company for carrying out the secretarial audit for the financial year 2019-20 in the Board Meeting held on 30.05.2019 at such remuneration as may be decided mutually by Managing Director of the Company and the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed as Annexure E to this Report. The Secretarial Audit Report does not contain any observation, qualification, reservation or adverse remark.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the

Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockiest, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys

Endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Genomic Valley Biotech Limited
sd/- sd/-
Yogesh Agrawal Parul Agrawal
Managing Director Director
DIN-01165288 DIN-01165188
Address: G-74, Pushkar Enclave, Address: G-74, Pushkar Enclave,
Paschim Vihar, Delhi- 110063 Paschim Vihar, Delhi- 110063

Date: 05.12.2020 Place: Haryana

Annexure A to the Board Report

1. Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2019-20, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

S. No. Name of the Director/KMP and Designation Remuneration of Director/KMP for the Financial Year 2019-20 (In Rs.) % Increase in Remuneration in the Financial year 2019-20 Ratio of remuneration of each Director to median remuneration of Employees
1. Mr. Yogesh Agrawal (Managing Director) 4,50,000/- -50% 34.58%
2. Mr. Hitesh Kumar (Company Secretary & Compliance officer) till 25th June, 2019 1,68,000/- 58.52% 92.63%
3. Mr. Sunil Kumar (Company Secretary & Compliance officer) from 26th June, 2019 to 7th March, 2020 2,28,558/- Nil 68.09%
4. Mr. Lalit Shah (Chief Financial Officer) 4,65,000/- 10.71% 33.47%

(ii) The median remuneration of employees of the Company during the financial year was Rs. 1,55,624/-

(iii) The percentage decrease in the median remuneration of employees in the financial year 2019-20 is 44.81%.

(iv) There were 5 permanent employees on the rolls of Company as on March 31, 2020.

(v) Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

(vi) It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

2. Statement of Disclosure of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. Detail of Top ten employee in terms of remuneration drawn:

S.No. Particulars

Name of the Top 10 Employees

Name of the Top Ten Employees 1 Sanjoy Gupta 2 Lalit Shah 4 Sikandar Rathi 5 Shashi Singh 6 Shekhar Hitesh Kumar 7 Anuj Sharma 8 Sunil Kumar
1 Designation General Manager(Policy Planning & Procurement) General Manager (Agriculture Planning) and Chief Financial Officer w.e.f 02.09.2017 Agriculture Supervisior Research Scientist Company Secretary Agriculture Supervisior Company Secretary
2 Remuneration received 133133 465000 42067 128478 168000 143248 228559
3 Nature of employment Payroll Payroll Payroll Payroll Payroll Payroll Payroll
4 Qualification & Experience M.Sc. Chemistry from D.U., 35 Yrs. B. (Sc), 22 Yrs. Matriculation, 15 Yrs. P. HD. Submitted, Yrs. Pre Company 1.5 Secretary, 3 Yrs. B. (Sc) Company Secretary, 1 Yrs.
5 Date of Commencement of employment 01.04.2015 01.01.2016 01.04.2015 01.09.2016 23.11.2016 15.04.2019 26.06.2019
6 Age 57 49 36 37 33 26 34
7 Last Employment Shreeram Industrial Enterprises Ltd Self Employed Agriculture Worker NRCPB, Research Fellow New Chandrasekaran Delhi as Senior Associates Student Student
8 Percentage of Equity shares held 0.03 NIL NA NA NA NA NA
9 Relationship with any director or manager and name of the such director NA NA NA NA NA NA NA

ii. Employee in the Company in receipt of remuneration aggregating more than Rs. 1,02,00,000 per annum being employed throughout the financial year and Rs. 8,50,000 or more per month being employed for part of the year: NIL

iii. Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL

For and on behalf of

Genomic Valley Biotech Limited

sd/- sd/-
Yogesh Agrawal Parul Agrawal
Managing Director Director
DIN-01165288 DIN-01165188
Address: G-74, Pushkar Enclave, Address: G-74, Pushkar Enclave,
Paschim Vihar, Delhi- 110063 Paschim Vihar, Delhi- 110063

Date: 05.12.2020

Place: Haryana

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31st March, 2020

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

1. CIN L01122HR1994PLC033029
2. Registration Date 16/05/1994
3. Name of the Company GENOMIC VALLEY BIOTECH LIMITED
4. Category/Sub-category of the Company PUBLIC COMPANY/LIMITED BY SHARE
5. Address of the Registered office & contact details 4 K.M. STONE, BERRI CHHARRA ROAD,P.O. TANDAHERI, TEHSIL-BAHADURGARH, DISTT-JHAJJAR, HARYANA- 124507
Contact: +91-9811341542
6. Whether listed company YES
7. Name, Address & contact details of the Beetal Financial & Computer Services Private Limited
Registrar & Transfer Agent, if any. Beetal House, 99, Madangir, Behind Local Shopping Centre, Near Dada HarsukhDass Mandir, New Delhi- 110062.
Phone- 91-11-2996 1281-83
Fax- 91-11-2996 1284
Email- beetal@beetalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/servi ce % to total turnover of the company
1 HORTICULTURE BUSINESS 01132 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Address of the Company CIN/ GNL Holding/ Subsidiary/ Associate % of Shares held Applicable Section
1 NA NA NA NA NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

CATEG ORY Code CATEGORY OF SHAREHOL DER

NO. OF SHARES HELD AT THE BEGINNING OF THE YEAR 01/04/2019

NO. OF SHARES HELD AT THE END OF THE YEAR 31/03/2020

YEAR % CHANGE DURING THE
DEMAT PHYSICAL TOTAL % OF TOTAL SHARES DEMAT PHYSICAL TOTAL % OF TOTAL SHARES
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
PROMOTER AND
(A) PROMOTER GROUP
(1) INDIAN
(a) Individual /HUF 759015* 0 759015 24.85 2072450 0 2072450 67.85 173.04
Central Governmen 0 0 0 0 0 0 0 0
(b) t/State Governmen t(s)
(c) Bodies Corporate 0 0 0 0 0 0 0 0
Financial 0 0 0 0 0 0 0 0
(d) Institutions / Banks
(e) Others 0 0 0 0 0 0 0 0
Sub-Total A(1) 759015 0 759015 24.85 2072450 0 2072450 67.85 173.04
(2) FOREIGN
Individuals 0 0 0 0 0 0 0 0
(a) (NRIs/Forei gn Individuals)
(b) Bodies Corporate 0 0 0 0 0 0 0 0
(c) Institutions 0 0 0 0 0 0 0 0
(d) Qualified Foreign Investor 0 0 0 0 0 0 0 0
(e) Others 0 0 0 0 0 0 0 0
Sub-Total A(2) 0 0 0 0 0 0 0 0
Total A=A(1)+A(2) PUBLIC 759015 0 759015 24.85 2072450 0 2072450 67.85 173.04
(B) SHAREHOL DING
(1) INSTITUTIONS
(a) Mutual Funds /UTI Financial 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(b) Institutions /Banks Central Governmen 0 0 0 0 0 0 0 0
(c) t / State Governmen t(s)
(d) Venture Capital Funds 0 0 0 0 0 0 0 0
(e) Insurance Companies 0 0 0 0 0 0 0 0
(f) Foreign Institutiona l Investors 0 0 0 0 0 0 0 0
(g) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0
(h) Qualified Foreign Investor 0 0 0 0 0 0 0 0
(i) Others 0 0 0 0 0 0 0 0
Sub-Total B(1) 0 0 0 0 0 0 0 0
(2) NON- INSTITUTIO NS
(a) Bodies Corporate 1313435* 0 1313435 43.00 0 0 0 0 100
(b) Individuals (i) Individuals holding nominal share capital upto Rs.1 lakh 0 20850 20850 0.68 0 20850 20850 0.68 0
(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 961200 0 961200 31.47 961200 0 961200 31.47 961200
(c) Others CLEARING MEMBERS 0 0 0 0 0 0 0 0
NON RESIDENT INDIANS 0 0 0 0 0 0 0 0
(d) Qualified Foreign Investor 0 0 0 0 0 0 0 0
Sub-Total B(2) : 2274635 20850 2295485 75.15 961200 20850 982050 32.15 57.22
Total B=B(1)+B(2) 2274635 20850 2295485 75.15 961200 20850 982050 32.15 57.22
Total (A+B) : 3033650 20850 3054500 100 3033650 20850 3054500 100
Shares held by custodians, against which
(C) Depository Receipts have been issued 0 0 0 0 0 0 0 0
GRAND TOTAL (A+B+C) : 3033650 20850 3054500 100 3033650 20850 3054500 100

B) Shareholding of Promoter-

SN Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year % change in sharehold ing during the year
No. of Sh ar es % of total Shares of the compa ny %of Shares Pledged / encumb ered to total shares No. of Shares % of total Share s of the comp any %of Shares Pledged / encumb ered to total shares
1 Mr. Yogesh Agrawal 473315* 15.50 0 1786750 58.49 0 277.36
2 Mrs. Parul Agrawal 283700 9.29 0 283700 9.29 0 0
3 Ms. Ojaswini Avantika 2000 0.07 0 2000 0.07 0 0
TOTAL 759015 24.85 0 2072450 67.85 0 173.04

C) Change in Promoters Shareholding (please specify, if there is no change)

SN Particulars Shareholding the at the beginning of year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of share s % of total shares of the company
1. Mr. Yogesh Agrawal
At the beginning of the year 473315* 15.50 473315 15.50
Bought during the year 1313435 43.00 1313435 43.00
Sold during the year NIL NIL NIL NIL
At the end of the year 1786750 58.49 1786750 58.49

D) Shareholding Pattern of top ten Shareholders as on 31st March 2020: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative during the Year Shareholding
No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Harish Chandra Sharma
At the beginning of the year 348700 11.42 348700 11.42
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 348700 11.42 348700 11.42
2. Deepti Aggarwal
At the beginning of the year 336000 11.00 336000 11.00
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 336000 11.00 336000 11.00
3. Amar Aggarwal
At the beginning of the year 276500 9.05 276500 9.05
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 276500 9.05 276500 9.05
4. Avani Gupta
At the beginning of the year 4,000 0.13 4,000 0.13
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 4,000 0.13 4,000 0.13
5. Parteek Gupta
At the beginning of the year 4,000 0.13 4,000 0.13
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 4,000 0.13 4,000 0.13
6. Anwar Saidkhan
At the beginning of the year 200 0.01 200 0.01
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 200 0.01 200 0.01
7. Anwar Saidkhan
At the beginning of the year 200 0.01 200 0.01
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 200 0.01 200 0.01
8. Deeba Yunus
At the beginning of the year 200 0.01 200 0.01
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 200 0.01 200 0.01
9. Syed Mohd. Jamal
At the beginning of the year 200 0.01 200 0.01
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 200 0.01 200 0.01
10. Rasiklal H Narechania
At the beginning of the year 200 0.01 200 0.01
Bought during the year NIL NIL NIL NIL
Sold during the year NIL NIL NIL NIL
At the end of the year 200 0.01 200 0.01

E) Shareholding of Directors and Key Managerial Personnel as on 31st March 2020:

SN Shareholding of each Directors and each Key Managerial Personnel Shareholding beginning of the year at the

Cumulative Shareholding during the Year

No. of shares % of total shares of the company Date Increase/Decrease in share holding Reason No. of share s % of total shares of the company
1. Yogesh Agrawal (Managing Director) 473315* 15.50 08.04.2019 1313435* Purchase of shares through Transfer on market 1786750 58.49
2. Parul Agrawal (Director) 2,83,700 9.29 NA NA NA 2,83,700 9.29
3. Rajesh Kumar Saxena (Director) NIL NIL NA NA NA NIL NIL
4. Pradeep Gupta (Director) NIL NIL NA NA NA NIL NIL
5. Lalit Shah (Chief Financial Officer) NIL NIL NA NA NA NIL NIL
6. Hitesh Kumar (Company Secretary) NIL NIL NA NA NA NIL NIL

*We hereby clarify that the due to unawareness of the filing of prescribed form of pledge, Mr. Yogesh Agrawal, Promoter and Managing Director of the Company submitted the wrong form to his Depository Participant SMC Global Securities Limited on 27.03.2019 by mentioning For Pledge in the form but Depository Participant, with their own understanding, instead of pledging of shares, transferred the 1313435 shares in the Account of Sunglow Fininvest Private Limited. His intention was to pledge the shares not to transfer the shares to Sunglow Fininvest Private Limited but SMC Global Securities Limited, due to misunderstanding, has transferred the shares into account of Sunglow Fininvest Private Limited. To correct the above transaction, Sunglow Fininvest Private Limited reverted the 1313435 shares in his account on 08.04.2019 and a fresh pledge form has been submitted by Mr. Yogesh Agrawal to his Depository Participant SMC Global Securities Limited for getting pledge his 1313435 shares in favour of Sunglow Fininvest Private Limited and creation of pledge executed with correct form.

V) INDEBTEDNESS -Indebtedness of the Company including Service charge outstanding/accrued but not due for payment as on 31st March 2020:

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1,47,88,077 85,00,000 NIL 2,32,88,077
ii) Service charge due but not paid NIL NIL NIL NIL
iii) service charge accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) 1,47,88,077 85,00,000 NIL 2,32,88,077
Change in Indebtedness during the financial year
Addition (Service charge) NIL NIL NIL NIL
Reduction NIL 13,80,000 NIL 13,80,000
Net Change NIL 13,80,000 NIL 13,80,000
Indebtedness at the end of the financial year
i) Principal Amount 1,47,88,077 71,20,000 NIL 2,19,08,077
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) 1,47,88,077 71,20,000 NIL 2,19,08,077

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Mr. Yogesh Agrawal Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Rs. 4,50,000 Rs. 4,50,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 NIL NIL
(c) Profits in lieu of salary under section 17(3) Income- tax NIL NIL
Act, 1961
2 Stock Option NIL NIL
3 Sweat Equity NIL NIL
4 Commission NIL NIL
- as % of profit
- others, specify…
5 Others, please specify NIL NIL
Total (A) Rs. 4,50,000 Rs. 4,50,000
Ceiling as per the Act Rs. 60,00,000

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Pradeep Gupta Rajesh Kumar Saxena Parul Agrawal Total Amount
1 Independent Directors NIL NIL NIL NIL
Fee for attending board committee meetings NIL NIL NIL NIL
Commission NIL NIL NIL NIL
Others, please specify NIL NIL NIL NIL
Total (1) NIL NIL NIL NIL
2 Other Non-Executive Directors NIL NIL NIL NIL
Fee for attending board committee meetings NIL NIL NIL NIL
Commission NIL NIL NIL NIL
Others, please specify NIL NIL NIL NIL
Total (2) NIL NIL NIL NIL
Total (B)=(1+2) NIL NIL NIL NIL
Total Managerial NIL NIL NIL NIL
Remuneration
Overall Ceiling as per the Act Rs. 60,00,000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel
CEO Hitesh Secretary Officer) Kumar (Company Sunil Kumar & Compliance (Company Secretary till 25.06.2019 & Compliance Officer) from 26.06.2019 to 07.03.2020 Lalit Shah (CFO) Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 N.A. 1,68,000/- 2,28,559/- 4,65,000/- 8,61,559/-
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 N.A. 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 N.A. 0 0 0
2 Stock Option N.A. 0 0 0
3 Sweat Equity N.A. 0 0 0
4 Commission N.A. 0 0 0
- as % of profit N.A. 0 0 0
others, specify… N.A. 0 0 0
5 Others, please specify N.A. 0 0 0
Total N.A. 1,68,000/- 2,28,559/- 4,65,000/- 8,61,559/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
A. COMPANY
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL

For and on behalf of

Genomic Valley Biotech Limited

sd/- sd/-
Yogesh Agrawal Parul Agrawal
Managing Director Director
DIN-01165288 DIN-01165188
Address: G-74, Pushkar Enclave, Address: G-74, Pushkar Enclave,
Paschim Vihar, Delhi- 110063 Paschim Vihar, Delhi- 110063

Date: 05.12.2020

Place: Haryana

AUDITORS CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To

The Members

Genomic Valley Biotech Limited 4 K.M. Stone, Berri Charra Road, P.O. Tanda Heri, Tehsil- Bahadurgarh, Distt. Jhajjar, Haryana-124507

We have examined the compliance of conditions of Corporate Governance by Genomic Valley Biotech Limited (‘the Company) for the year ended 31 March, 2020, as stipulated in chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Companys management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the provisions as specified in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to Listing Agreement of the said Company with stock exchanges.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For ANDROS & CO.

CHARTERED ACCOUNTANT

sd/-

(CA Bhavuk Garg)

(Partnership Firm)

(Membership No.-502310)

UDIN: 20502310AAAANE8038

Date: 05.12.2020 Place: New Delhi

NOMINATION AND REMUNERATION POLICY

1. INTRODUCTION:

The Board of Directors (the "Board") of Genomic valley Biotech Limited (the "Company or "GVBL") has adopted the following policy and procedures with regard to Nomination and Remuneration.

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015, this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee ("NRC") and approved by the Board of Directors of the

Company.

2. CONSTITUTION OF COMMITTEE:

The Board of Directors of the Company (the Board) constituted the Committee known as Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one half are independent directors. The chairman of the Committee is an Independent Director. However, Chairperson of the Board (executive or non executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

3. OBJECTIVE:

The Nomination and Remuneration Committee and this policy shall be compliance in with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015.

The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees. The key objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of directors, KMP and senior management.

b) Formulate the criteria for determining qualifications, positive attributes, and independence of a director and recommend the Board a Policy, relating to the remuneration for the directors, key managerial personnel and other employees.

c) Formulation of criteria for evaluation of Independent Directors and the Board.

d) To evaluate the performance of the members of the Board and provide necessary report to the Board.

e) To recommend to the Board remuneration payable to the directors, key managerial personnel and senior management.

f) To retain, motivate and promote talent of directors, managerial personnel required to run the Company successfully.

g) To assist the Board in fulfilling responsibilities.

h) To implement and monitor policies and processes regarding principles of corporate governance.

4. APPLICABILITY:

a) Directors (Executive and Non-Executive) b) Key Managerial Personnel (KMP) c) Senior Management

5. DEFINITIONS:

"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time. "Board" means Board of Directors of the Company. "Directors" means Directors of the Company.

"Key Managerial Personnel" means a) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole Time Director; b) Chief Financial Officer; c) Company Secretary; and d) such other officer as may be prescribed.

"Senior Management" means the personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined under the Companies Act, 2013 as may be amended from time to time.

6. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT:

I. APPOINTMENT CRITERIA AND QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director or Key Managerial Personnel or Senior Management and recommend to the Board for his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any director as Whole Time Director who has attained the age of seventy years. Provided that the term of a person holding such office may be extended beyond the age of 70 years with the approval of the shareholders by passing a special resolution. The explanatory statement to be annexed to the notice for passing of such special resolution should indicate the justification for extension of appointment of such person beyond seventy years.

II. TERM / TENURE:

a) Managing Director / Whole Time Director:

The Company shall appoint or re-appoint any person as its Managing Director / Whole Time Director for a term not exceeding five years at a time.

b) Independent Director:

An Independent Director hold office for a term upto five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-Time Director of a listed company or such other number as may be prescribed in the Act.

III. EVALUATION:

The Committee shall carry out evaluation of performance of every director, key managerial personnel and senior management at annual intervals.

IV. REMOVAL:

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules or regulations there under, the Committee may recommend, to the Board with reasons recorded in writing , removal of a Director, Key Managerial Personnel and/or Senior Management Personnel subject to the provisions of the Act, rules and regulations of the said Act.

V. RETIREMENT:

The Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Act. The Board may have the discretion to retain a Director, Key Managerial Personnel and/or Senior Management Personnel in the same position remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.

7. POLICY FOR REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

A. Remuneration to Managing/Whole-time/Executive/Managing Director, Key Managerial Personnel and Senior

Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. shall be governed as per the provisions of the Companies Act, 2013 and the rules made there under or any other enactment for the time being in force.

B. Remuneration to Independent Directors:

The Non-Executive Independent Director may receive sitting fees subject to ceiling / limits as provided under the Companies Act, 2013 and rules made there under of any other enactment for the time being in force.

C. Roles and Responsibility in relation to Nomination Matters:

a) Ensure that there is appropriate induction/policy in place for new Directors and members for senior management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the guidelines provided under the Act;

c) Identifying and determining the Directors who are to retire by rotation.

d) Determining the appropriate size, diversity and composition of the Board;

e) Evaluating the performance of the Board Members and Senior Management in the context of the Companys performance from compliance and business perspective;

f) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the termination or suspension of service of an Executive Director as employee of the Company subject to the provision of the law.

g) Recommend any necessary changes to the Board.

h) Considering any other matters, as may be requested by the Board.

D. In Relation to Remuneration Matters:

The duties of the Committee in relation to remuneration matters include:-

a) Considering and determining the Remuneration Policy, based on the performance and also

Bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) Approving the remuneration of the Senior Management including key managerial personnel of the Company, and maintain a balance between objectives appropriate to the working of the Company.

c) Delegating any of its powers to one or more of its members or the Secretary of the Committee.

d) Considering any other matters as may be requested by the Board.

8. REVIEW AND AMENDMENT

a) The Committee or the Board may review the Policy as and when it deems necessary.

b) The Committee may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementations to this Policy, if it thinks necessary.

c) This Policy may be amended or substituted by the Committee or by the Board as and when required where there is any statutory change necessitating change in the policy.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE PERIOD FROM APRIL 1, 2019 TO MARCH 31, 2020

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

GENOMIC VALLEY BIOTECH LIMITED 4 KM STONE BERI CHHARRA ROAD, P.O. TANDAHERI, TEHSIL-BAHADURGARH, DISTT-JHAJJAR, HARYANA-124507

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GENOMIC VALLEY BIOTECH LIMITED (hereinafter called "the Company").

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company as specified in ANNEXURE-I, and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the Company has, during the period covered by our audit, that is to say, from April 01, 2019 to March 31, 2020 (hereinafter referred to as "Audit Period"), complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company for the Audit Period according to the provisions of:

1. The Companies Act, 2013 ("the Act") and the rules made thereunder;

2. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015

("LODR");

3. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder;

4. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;

5. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; Not Applicable

6. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

("SEBI Act"):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999; Not Applicable

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable and h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries of India;

2. Laws specifically applicable to the industry to which the Company belongs: We have been intimated by the Company that no specific laws are applicable to it.

During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above subject to the following observations:

My observations:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The number of directors liable to retire by rotation is in compliance with provision of 152 (6) of Act, 2013 which provides that 2/3rd of the total directors (except independent directors) of the Company shall be such whose period of office will be liable to determination by retirement of directors by rotation.

As per section 203 of the Companies act, 2013 the KMP has to be appointed within 6 months from the date of vacation which has been complied by the Company.

Recommendations as a matter of best practice:

In the course of our audit, we have made certain recommendations for good corporate practices, separately placed before the Board, for its consideration and implementation by the Company.

I further report that having regard to the compliance system prevailing in the company and on examination of the relevant documents and records in pursuance thereof, on the test check basis, the company has complied with the laws applicable specifically to the company.

I further report that the Company has adopted a proper internal financial controls and risk management policy of the Company. It is the duty of the directors to ensure that there is proper system for the internal financial control and risk management systems of the Company.

I further reported that the company is adequate in filing all forms and returns as per the Act. Company had taken disclosure of interest from directors and taken a note for the same in Board Meeting.

Adequate notices were given to all directors to schedule the Board Meeting, Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions in the Board Meeting and Committee meeting are carried out unanimously and recorded in the minutes of the meetings of the Board of Directors and committee of the Board of Directors, as the case may be.

I further report that subject to above the company has complied with the conditions of Corporate Governance as stipulated in the Act and the Listing Regulations.

I further report that the Company is reportedly in the process, has laid down adequate systems and processes commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further reported that during the Audit Period, the Company has not incurred any specific event/ action that can have a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

 

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure I and ‘Annexure A and forms an integral part of this report.

For and behalf of
Rohit Batham & Associates
sd/-
Rohit Batham
Membership No.:37260
C P No.:19095
UDIN: A037260B000383958

Place: Gurgaon

Date: 26.06.2020

 

LIST OF DOCUMENTS

1.1 Minutes books of the following Meetings were provided: i. Board Meeting ii. Audit Committee iii. Nomination and Remuneration Committee iv. Stakeholder Relationship Committee v. General Meeting vi. Minutes of Independent Directors

1.2 Annual Report (2018-19), Annual Accounts for the F.Y. 2019-20 1.3 Memorandum and Articles of Association 1.4 Disclosures under the Act, 2013 1.5 Policies framed under the Act, 2013

1.6 Documents pertaining to to Compliances under SEBI (LODR) Regulations, 2015 1.7 Forms and returns filed with the ROC 1.8 Registers maintained under Act, 2013

ANNEXURE ‘A TO THE SECRETARIAL AUDIT REPORT

To,

The Members,

GENOMIC VALLEY BIOTECH LIMITED 4 KM STONE, BERI CHHARRA ROAD, P.O. TANDAHERI, TEHSIL-BAHADURGARH, DISTT-JHAJJAR, HARYANA-124507

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For and behalf of

Rohit Batham & Associates

sd/-

Rohit Batham Membership

No.:37260 C P No.:19095

UDIN: A037260B000383958

Place: Gurgaon

Date: 26.06.2020

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