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DIRECTOR'S REPORT

Generic Pharmasec Ltd.

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Market Cap. (₹) 295.80 Cr. P/BV 13.69 Book Value (₹) 1.00
52 Week High/Low (₹) 18/4 FV/ML 1/1 P/E(X) 1,286.79
Bookclosure 12/04/2019 EPS (₹) 0.01 Div Yield (%) 0.00
Year End :2018-03 

Dear Shareholders

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2018.

- FINANCIAL RESULTS:

The Financial Highlights for the year under report are as under:

(Amount Rs.)

PARTICULARS

31st March 2018

31st March 2017

Revenue from Operations

8,15,000

47,80,010

Other Income

9,00,874

7,28,120

Total Revenue

17,15,874

55,08,130

Expenses

10,70,693

53,74,238

EBITDA

6,45,181

1,33,892

Depreciation and Amortization Expense

2,484

2,484

EBIT

6,42,697

1,31,408

Interest and Finance Cost

-

-

EBT (before exceptional items)

6,42,697

1,31,408

Exceptional items

-

-

Profit before Tax

6,42,697

1,31,408

Taxes

-

-

i) Current Tax

1,67,096

-

ii) Deferred Tax

(1,201)

13

iii) Mat Credit

-

(22,210)

Profit (Loss) for the period

4,76,802

1,53,605

- REVIEW OF OPERATIONS:

During the financial year ended 31st March, 2018, the Company has recorded revenue of Rs. 17,15,874/-. The Company has earned profit of Rs. 4,76,802/- during the year under review as compared to profit Rs. 1,53,605/- in the previous financial year. The Board of Directors are exploring various business opportunities for its future Development.

- EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in form MGT-9 is a part of the Annual Report as Annexure - A

- SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 32,59,850/- divided into 3,25,985 Equity Share of Rs 10/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme.

- DIVIDEND:

During the year under review, owing to the accumulated losses, the directors do not recommend any dividend.

- DEPOSITS:

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

- INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and same were operating throughout the year. During the year under review Mr. Bhushan Adhatrao, Chartered Accountant acted as Internal Auditor of the Company. The Board of Directors at its Meeting held on 28/05/2018 reappointed Mr. Bhushan Adhatrao as Internal Auditor of the Company for the F.Y. 2018-19

- DIRECTOR‘S RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2018 the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

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

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

d) The Directors had prepared the accounts for the Financial Year ended 31st March, 2018 on a Going Concern Basis.

e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

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

- SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

- LOANS. GUARANTEES OR INVESTMENTS:

Your Company has neither given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act, 2013.

- CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not engaged into any manufacturing activity provision of Section 134(3)(m) of the Company Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

- FOREIGN EXCHANGE:

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

- MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

- PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendments thereof, Company has no such employees falling under the preview of the provisions mentioned above.

- CHANGE IN RTA:

The Company has appointed M/s Satellite Corporate Services Pvt Ltd. as the Registrar and Share Transfer Agent of the Company w.e.f. 01st September, 2017 in place of the previous Registrar and Share Transfer Agent M/s Adroit Corporate Services Pvt Ltd.

- DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- Re-Appointment of Director:

Mr. Sanjiv Joshi (DIN: 05353964) who retires by rotation being eligible offers himself for re-appointment at the ensuing Annual General meeting.

- Independent Directors:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

- Appointment of Independent Directors:

The Board of Directors appointed Mr. Viral Mehta as an Additional Director at their meeting held on 18th August, 2017. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

- Cessation of Director:

During the F.Y. 2017-18, Mr. Ashish Pandare resigned from the post of Independent Director on the Board of Directors of the Company w.e.f. 18.08.2017.

- Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

i. Mr. Sanjiv Joshi - Managing Director

ii. Mr. Viral Mehta - Chief Financial Officer (Appointed w.e.f. 18/08/2017)

iii. Ms. Snehal Aansodariya - Company Secretary (Appointed w.e.f. 31/10/2017)

- MEETINGS:

- Board meeting:

The Board of Directors duly meets 5 (Five) times during the Financial Year from ended 31st March, 2018 as under:

29th May, 2017; 18th August, 2017; 14th September, 2017; 12th December, 2017 and 13th February, 2018.

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

The Composition of the Board is as under:

Sr. No.

Directors

Designation/ Category of Directorship

1

Mr. Sanjiv Joshi

Managing Director

2

Mr. Veda Adhatrao

Independent Director

3

Ms. Amisha Mitesh Dani

Independent Director

4

Mr. Viral Mehta #

Non - Executive Director

5

Mr. Ashish Pandare *

Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- COMMITTEE MEETINGS:

- Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Regulations read with Section 177 of the Companies Act, 2013.

Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section 177 of the Companies Act, 2013, the Audit committee reviews reports of the Internal Auditor, meets Statutory Auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The Audit Committee is duly constituted, during the Financial Year ended 31st March, 2018 , 4 (Four) Meetings of the Audit Committee were held i.e. on 29th May, 2017, 18th August, 2017, 12th December, 2017 and 13th February, 2018.

The Statutory Auditor, Internal Auditor and Executive Directors/Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Audit Committee is as under:

Sr. No.

Name of the Director

Category of Directorship

1

Mr. Veda Adhatrao

Chairman cum Independent Director

2

Ms. Amisha Mitesh Dani

Independent Director

3

Mr. Viral Mehta #

Non- Executive Director

4

Mr. Ashish Pandare*

Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Nomination and Remuneration Committee is duly constituted, during the Financial Year under review the Nomination & Remuneration Committee meet once and was attended by all the Members.

The Composition of the Audit Committee is as under:

Sr. No.

Name of the Director

Category of Directorship

1

Ms. Amisha Mitesh Dani

Chairman cum Independent Director

2

Mr. Veda Adhatrao

Independent Director

3

Mr. Viral Mehta #

Non - Executive Director

4

Mr. Ashish Pandare*

Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- Stakeholders’ Relationship Committee:

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

The Stakeholders’ Relationship Committee is duly constituted, during the Financial Year ended on 31st March, 2018 , 4 (Four) Meetings of the Stakeholders’ Relationship Committee were held i.e. on 29th May, 2017, 18th August, 2017, 12th December, 2017 and 13th February, 2018.

The Composition of the Committee is as under:

Sr. No.

Name of the Director

Category of Directorship

1

Ms. Amisha Mitesh Dani

Chairman cum Independent Director

2

Mr. Veda Adhatrao

Independent Director

3

Mr. Viral Mehta #

Non-Executive Director

4

Mr. Ashish Pandare*

Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- INDEPENDENT DIRECTORS:

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

- BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 27(2) of SEBI (LODR) Regulations 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

- RELATED PARTY TRANSACTIONS:

There are no materially significant Related Party Transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. As there is no transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report as Annexure - B.

1. Details of contracts or arrangements or transactions not at Arm’s length basis -None

2. Details of contracts or arrangements or transactions at Arm’s length basis. - None

- CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is within the prescribed limit.

- MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report form part of the Board Report as Annexure - C

- CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility i.e (CSR) activities as required under Section 135 of the Companies Act, 2013 is not applicable to the Company.

- SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Khushboo Shah, Practicing Company Secretaries, to carry out Secretarial Audit for the financial year 2017-18. The Secretarial Audit report is annexed as Annexure - D to this Report.

- STATUTOY AUDITORS:

At the 24th AGM of your Company held on 30th September, 2016, M/s. Koshal & Associates, Chartered Accountants (Membership No. 043746) was appointed as the Auditors to hold office until the conclusion of the Annual General Meeting (AGM) to be held in 2020, subject to the Ratification by the Shareholders at each AGM held after the previous AGM.

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

The Ministry of Corporate Affairs vide notification dated 07/05/2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Companies Act, 2013, at each AGM is no longer required.

- DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

- IMPLEMENTATION OF RISK MANAGEMENT POLICY:

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

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

- DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of women at workplace(Prohibition, Prevention and Redressal) Act, 2013".

During the year ended 31st March, 2018, no complaint pertaining to sexual harassment was received by the Company.

- WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

- ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and cooperation received from the Company’s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

For and on behalf of the Board of Directors

Sd/- Sd/-

Amisha Dani Sanjiv Joshi

Director Managing Director

DIN: 07265134 DIN: 05353964

Date: 13/08/2018

Place: Ahmedabad

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