DIRECTORS REPORT TO THE MEMBERS, Your directors are pleased to present the 21st annual report and the company audited financial statement ended on march 31st 2015. Results of operation and the state of company affairs The financial year 2014-15 has been very important year for the company growth. The company had installed additional 1500 SQ meter naturally ventilated green house of worth Rs.14,68,864/- which will the business of consequently the profitability of the company will increases. As per the policy of town country planning , government of Haryana on 21st may 2015 the company has applied for occupancy certificate to directors general town country planning department Haryana . Dividend Your directors has not recommended a divided for the financial year because company is having losses in the financial year 2014-15 the company expects growth in coming year . Reserves The company is having loss in financial year 2014-15 there fore board is not proposing any amount for any reserves . Directors responsibility statement a.in the preparation of the annual accounts for the year ended march 31,2015 the applicable accounting standards read with requirement set out under schedule III to the act have been followed and there are no material departures from the same . b.the directors have selected such accounting policies and appliled them consistently and made judgement and estimates that are reasonable and prudent so as given a true and fair view of the stte of affairs of the company as at march 31,2015 and of the profit for the year ended on that date c.the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities . d.the directors have prepared the annual accounts on a goring concern basis e.the directors have laid down internal financial control to be followed by the company and that such internal financial control are adequate and are operating effectively and f. the directors have devised proper systems to endure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively. Management discussion and analysis To avoid duplication between the directors report and the management discussion and analysis we present below a composite summary of performance of the various business and functions of the company. Economy and market The year witnessed a market slowdown in global growth emerging market were characterized by a sharp fall in growth rates in the better macroeconomic condition coupled with improved sentiment post the general election which helped India to be among the better performing emerging market economies there was a slight increase in the GDP growth while inflation moderated and the rupee remained relatively stable during the year. Consumer spending remained mated and this was reflected in a moderate growth across biotechnology plant animal categories given the backdrop of market slowdown coupled with a volatile input cost environment and competitive intensity the operating environment for the year continued to be challenging . Your company performance for the year 2014-15 has to be viewed in the context of aforesaid economic and market environment . Industry structure and development Genomic valley biotech limited was formed with the objective of conducting research in the field of biotechnology and also to undertake commercial production of plant tissue cultured plants of different species to feed the genetically improved plant market nationally as well as internationally financial performance with respect to operational performance . the company has started its commercial activity partially. Opportunity and threats Biotechnology is one of the hot spots in research and development in this century . great chance and opportunities lie ahead but also tremendous threats while technology and knowledge is easily available all over the world it can be quire difficult to access market 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 application there are marry risk associated with biotechnology one example is a drug developed against multiple which has possible profit 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 nationals 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 tue 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 may tools have developed to address this problem. Customer development during the year , your company has undertaken and delivered several ambitious initiatives to reaffirm its leadership position across the country the company has always strived for everyday execution excellence in customer development which was at the center of the ambition . harvesting the growth potential of the new stores contributed significant to the aim of warning in the market place and resulted in improving the reach and distribution of the products impact stores the high the contribution stores were chosen 10 drive business through increased point of sale risibility and breakup execution in stores and these and have contributed to your company growth . your company has put in place the plan of building brands in stores in modern trade environment and intend to scale up the initiative based on the leering built. Modern trade continues to be a focus area for your company renewed focus on joint business planning ensuring best in class on shelf availability and delivering clutter breaking product launches have brought in fresh momentum in this channel and were appreciated by modern trade customers e-commerce is an emerging and fast growing channel in the country and your company is in processing growth in this channel your company is developing a comprehensive e –commerce strategy and execution roadmap and has a term in place to drive disproportional growth in this channel in the coming year . supply chain your company supply chain agenda remained focused on five key areas 1.customers service excellence 2.consumer and customer quality 3.end to end cash saving program 4. leading with innovation and 5.technolory and statainabikity. Your company made significant progress in its vision to deliver customer service excellence to enable sustainable growth Research & development Your company continues to derive sustainable benefit from the strong foundation and long traditing of research development which differentiates it from many others new products processes and benefits flow from work done in gvbl r&d centre . Our research team is already conducting basis research in premier institute the country in the following prospective Agriculture Crop biotechnology Biofertilizers Biopesticides and crop mangemnet Plant biotechnology Plant tissue culture micoprogatution Bioprospecting and molecular taxonomy Biofuels Medical and aromatic plants Medical biotechnology Vaccines Diagnostic Drug development Human genetics and genome analysis Environment safety ,health and energy conservation Your company has a vision of being a zero injury organization the compass your company strategic framework integrates safety as a non negotiable value over the past year your company ahs not reported and injuries across its operations This has been achieved through a combination of training and hardware up gradation leveraging core technology concepts and safety standers from GVBL sustainability is deeply rooted in all the operations of your company from sourcing to prediction and logistics . your aim is to achieve significant reduction in environment 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 company human resource agenda remained focused on reinforcing the key thrust being the employee of choice on campus building an inclusive culture and a strong talent pipeline institutionalizing mission critical capabilities in the organization driving greater employee and continuing to focus on progressive employee relation policies . Your company has developing future leasers and having the best people practices the company continued to build on the diversity and inclusion agenda Keeping in view its research program outsourcing philosophy the company is working on to create pool of scientists this pool is creased in the followed two ways . By in house training through the study programs conducted at our registered office Through contact program in which our team contracts the premier biotech institute in India and intemationally to make a brain pool by inducting the cream talents in the field . The company is in the process of interacting with premier biotech institutes world over to discuss the possibility of having outsource biotech project to be conducted in our state of the art genomic valley biotech research institute Disclosures with respect to the remuneration of directors and employee as require under section 197 of companies act 2013 and rule 5(1) companies rules 2014 has been appended as annexure to this report Details of employee remuneration as required under provision of section 197 of the companies act 2013 and rule 5(2) &5(3) of companies rules 2014 are available at the registered office of the company during working hours before 21day of the annual general meeting and shall be made available to any shareholder on request. Risks and concerns There is a rich public debate about how the potential risk associated with biotechnology methods and industry products should be assessed and about whether and how bioethics should influence public policy a general structure for guideline public policy discourse is merging but is not fully developed groups peveive risks differently depending on their culture scientific background perception of government and other factors expert opinion supports a range of position deeply and honestly held 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 out weight the farm that an animal or groups of animals must experience to peoduce those benefits Should an inductance e company required information about an individual genetic inheritance as a condition of eligibility for health insurance Biotechnology risks are sometime purely conjectural without research and denial 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 anima and the environment . In paul Thompsons view 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 peocess that process that shaped our existence and that of every other living organism on the planet and restructuring it for our own benefit . Internal controls system The company has started it commercial activity partially however the management is having professional ourlook at the adequate control system when commercial activity will start. Cautionary statement Certain statements in the above section may be forward looking and be based on expectation projection about the future company actual result performance could thus differ materially from those projected in any such forward looking statement the company assumes no responsibility to publicly amend modify or revise any of such forward looking statement on the basis of subsequent development information or events . 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 amended listing agreement have strengthened the governance regime in the county your company is in compliance with the governance requirement provides under the new and had proactwel adopted many provision of the new law ahead of time. Your company is committed to embrace the new law in letter and spitit. 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 meeting of the board and board committees held during the year are provided in the corporate governance report. During the year, your company has adopted new policies and amended existing policies such as policy on related party transaction and whistle blower policy in line with new governance requirement these policies are available on the website of the company at the company has established a vigil mechanism for directors and employee 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 m/s indu jain &co company secretaries the secretarial auditors of the company for the financial year 2014-15 there was no qualification reservation or adverse remarks given by secretarial auditors of the company the detailed report on the secretarial standard and secretarial audit are appended as an ammexire to this report The extract of annual return in from mgt 9 as required under section 92(3) and rules 12 of the company rules 2014 is appended as an annexure to this report A separate report on corporate governance is provided together with a corticated from the statutory auditors of the company regarding compliance of condition of corporate governance as stipulated under clause 49 of the equity listing agreement with the stock exchange a certificate of the managing directors cfo of the company in terms of sub clause ix of clause 49 of equirty listing agreement inter ,confirming the correctness of the financial statement and cash flow statement 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 standard of corporate governance and ashere to the corporate governance requirement 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 the listing agreement forms an integral part of this report the required certificate from the auditors of the company confirming compliance with of corporate governance is attached to the report incorporate governance . Related party transaction In line with the requirement of the companies act 2013 and equity listing agreement your company has formulate a policy on related party transaction which is also availed on company website at the policy intends to endure that proper reporting approval and disclosure are in place for all transition between the company and related parties The polity specifically deals with the review and approval of material related party transaction keeping in mind the potential or actual conflicts of interest of interest that may arise because of entering into these transaction all related party transaction are place befor the audit committee for review and approval prior approval is obtained for related party transaction on a quarterly basis for transition which are of repetitive nature and or entered in the ordinary course of business and are at arm kength all related party transaction are subjected to in depended review by the reputed accounting firm to established compliance with the requirement of related party transaction under the company act 2013 and equity listing agreement . All related party transaction entered during the year were in ordinary course of the business and on arms length basis no material related party transaction transactions transaction exceeding ten percent of the annual consolidated turnover as per the last audited financial statement were entered during the year by your company accordingly the disclosure of related party transaction as required under section 134 (3) of the companies act 2013 in form AQC 2 is not applicable . Corporate social responsibility The corporate social responsibility and governance committee has not been formulated because this provision is not applicable according to section 135 of the companies act 2013. Risk management During the year your directors have constitutes a risk management committee which has been entrusted with responsibility to the board as follows. a.over and approving approving the company enter prier wide risk management framework and b.overseeing that all the risk that the organization face such as strategic financial credit market liquidity security property it legal regulatory reputational and other risks have been identified and assessed and these is and 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 report on the principal risk and uncertainties that can impact its ability to achieve its strategic objective and behaviors’ together firm the systems organizational structures processes standards code of conduct and behaviors’ together form the management system that governs how the grop conducts the business of the company and manages associated risk. The company has introduced several improvement to intergraded enterprise risk management internal controls management and assurance frameworks and processes to drive a common integrated view of risks option 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. Internal financial controls The company has in place adequate internal financial controls with reference to financial statement during the year such control were tested and no reportable material weakness was observed Directors and key managerial personnel In accordance with the provision of the act and the articles of association of the company mrs parula agrawal directors of the company retire by rotation at the ensuring annual general meeting and being eligible have offered herself for reappointment . During the year under revere the member approved the appointment of mr pradeep gupta and mr rajesh kumar saxena as a non executive non independent directors who is to regulars as independent directors of the company by the share holder of in ensuring annual general meeting the company has also appointed mr rohit bathm mr rajesh kumar as chief financial officer of the the company in compliance with companies act 2013 and listing agreement . The company has received declaration from all the independent directors of the company confirming that they meet the critena of independence as prescribed both under the act and clause 49 of the listing agreement with the stock exchange 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 perfomanan 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 The details of policy for familiarization of independent directors with the company their roles rights responsibility in the company nature of the industry in which the company operate business model of the company and related matters are put up on the website of the company at the link. The followed policies of the company are attached herewith is annexed a. policy for selection of directors and determining directors independence and b .remuneration policy for directors key managerial personnel and other employee auditors and auditors report statutory auditors m/s ak khattar & associates chartered accountant was appointed as statutory auditors of your company at the last annual general meeting held on 31st 2014 for a term of five consecutive year up to financial year 2018-19,as per the provision of section 139 of the companies act 2013 the appointment of auditors is to be rectified at members at every annual general meeting 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 qualification reservation of adverse remark internal auditors the board has appointed m/s Andros &co practicing chartered accountant firm to conduct internal audit for the financial year 2014-15 secretarial auditors the board has appointed company with cop no 12167, practicing company secretary firm to consuct secretarial audit for the financial year 2014-15 the secretarial audit report for the financial year ended march 31 2015 is annexed to this report the secretarial audit contains certain observation by secretarial auditors in respect of filling for of form for adoption of accounts and disclosures of interest of directors to registrar of companies outlook the global economi climate continues to be volatile uncertain and prone to gerpolitical risk the marked stowdown in global markets is expected to continue in 2015 the divergence in developed market growths is expected to add to the volatility in the currency markets. In this global indie is expected to perform better aided by improving macroeconomic fundamentals however execution of the reform agenda and kick starting the investment cycle will be key determinates of India economic performance whiles currently inflation is benign upside pressures on inflation from the vagaries of monsoon or sudden changes in the rupee could have a significant bearing on inflation . Biotechnology markets are expected to grow while consumers confidence has increased this has not yet translated into significant improvement in market condition there are a few green sheets in market growths however near term condition pose a challenge for the economy the medium to long term secular trends based on rising income aspiration low consumption levels are positive and an opportunity for the biotechnology sectors the company with its brands talent and investment in capabilities is well placed to benefit disproportionately from this opportunity . Cautionary statement Statement in the annual report particularly those which relate to management discussion and analysis describing the company objectives projection estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulation although the expectation are based on reasonable assumption the actual results might differs. Appreciations and acknowledgments Your directors place on record their deep appreciation to employees at all level for their hard work dedication and commitment the enthusiasm and unstinting efforts of the employee have enabled the company to remain as industry leasers The board plance on record its appreciation for the support and co operation your company has been receiving form its suppliers redistribution stockiest retailers business partners and others associated with the company as its trading partners you company looks upon them as partners in its progress and has shared with them the reward of growth it will be the company Endeavour to build and nurture strong links with the trade based on mutually 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 exchange for their continued support. FOR AND ON BEHALF OF GENOMIC VALLEY BIOTECH LIMITED YOGESH AGRAWAS CHAIRMAN DIN -01165288 ADDRESS ; G-74,PUSHKAR ENCLAVE DATE 07/09/2015 PASCHIMVIHAR DELHI 110063 PLACE : HARYANA |