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Genomic Valley Biotech Ltd.

BSE: 539206 Sector: Others
NSE: N.A. ISIN Code: INE574D01010
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Genomic Valley Biotech Ltd. (GENOMICVALLYBIO) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 22nd Board Report on thebusiness and operations of the Company along with Audited Financial Statements for theFinancial Year ended March 31 2016.

FINANCIAL RESULTS

The company performance for the financial year ended on March 31st 2016 issummarized below:

Particulars 2015-16 2014-15
Revenue from Operations 1090205.00 303675.19
Other Income 1649603.73 727569.50
Total Revenue 2739808.73 1031244.69
Total Expenses 6188233.88 1140417.94
Profit before Tax (3448425.15) (109173.25)
Tax Expenses (100599.48) (24878.59)
Profit After Tax for the year (3347825.67) (84294.66)
Paid up Capital 3054500.00 3054500.00

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

In the Financial Year 2016-2017 the company is witnessing sustained commercialproduction from its 2 x 1500 sq. metre Naturally Ventilated Polyhouse and a Net House of500 sq. metre.

The Company is extensively involved in Commercial Greenhouse/Polyhouse Cultivation ofcrops over the year and market the produce profitably. It keeps on changing the crop mixfrom time to time to meet the seasonal and market demand. Also it is involved incommercial floriculture activities with flowers like Gerbera Chrysanthemum and others.

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

In this present financial year the company has developed fully equipped Greenhouse/Poly-house erection team which undertake contracts for its clients for erectinggreenhouses/ polyhouses at their sites and provide turnkey consultancy and support to theclient so that they can get profit out of their investment. The company is also committedto buy back the produce of the greenhouses/polyhouses at a Minimum Assured Price if thegrower wish to sell his produce to the company thus ensuring an assured minimum profit tohim.

Also the company is taking up Ready-made Greenhouses from farmers on lease basis andusing it for commercial production for the company with a yearly contractualunderstanding.

In addition to the above the company has finished constructing and setting up of itsPlant Tissue Culture Lab of 5 million plantlet capacity and now working on some upcomingresearch projects and planning to get into commercial production. Once the process becomesresult oriented the company is having elaborate planning to expand its Plant TissueCulture Lab on larger commercial unit.

DIVIDEND

Your Director has not recommended a dividend for the financial year because company ishaving losses in the financial year 2015-16. The company expects growth in coming years.

RESERVES

The company is having loss in financial year 2015-16. Therefore no amount wastransferred into reserve account.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments effecting the financial position of thecompany which have occurred during the financial year 2015-16 of the company to which thefinancial statement relates to the date of this report.

NUMBER OF MEETINGS OF THE BOARD

Eight (8) 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 formspart of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) we have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2016 and of the profit of theCompany for the year ended on that date;

(c) we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany 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 andthat such internal financial controls are adequate and are operating effectively; and

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

MANAGEMENT’S DISCUSSION AND ANALYSIS

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

Economy and Markets

We expect the global economy to grow 3.4% during 2016-2017 versus an estimated 3.1%this year. This is roughly consensus. Beneath this dull headline hides significantdifferences for the larger regions. The US & Europe appear set for modestly strongergrowth; whereas Asia led by China appears headed for weaker growth. The big differencebetween these regions is the degree to which private sector balance sheets havedeleveraged. Deleveraging is a necessary condition for credit cycles to accelerate andlift domestic demand. The US has deleveraged the most since the global crisis Europe lessso and China not at all. Hence domestic demand in the latter slows and improves in theformer. Finally this scenario should allow global trade to improve a bit over 2015 butwe expect it to remain weak relative to pre-crisis trends and to global manufacturingcapacity.

Industry Structure and Development

GREENHOUSE CULTIVATION

The yield under poly house cultivation can be achieved to the level of 5-8 times ascompared to the open crop cultivation. Various trials conducted at agro research centersin northern India indicates that capsicum ( planted in mid-September) cucumber (planting–mid October) and tomato (November planting) under poly house produced 1060kg 1460kg and 1530 kg per 100 square meter. The duration of these crops were 4- 9 months and morethan 90% of total yield were obtained during off-season (during winter before the start ofsummer) which fetches significantly higher market price (2-4 times than normal season).Further the crop duration can be extended up to the July –August with theapplication of micro irrigation and festination and yield can be achieved to the level of20-25 kg/m2. Therefore it is possible to harvest a single crop round year with minimumadditional inputs and higher income can be generated. Further Cut Flowers like CarnationsGerbera Lilly Rose orchids antherium etc. can be grown under polyhouses/ net housesgiving high returns and top quality produce. The potential of floriculture under protectedcultivation is huge for Indian and global markets.

The cost of construction of poly house depends on location of site size and shape ofpoly house poly house structure (wooden or GI/ Steel) and types of poly house (naturallyventilated or environmental controlled). The cost of bigger naturally ventilated polyhouse (1000 m2) ranges from Rs.800 to 900 per square meter whereas the environmentalcontrolled poly houses require 2 to 3 times investments over previous one depending on theautomation gadgets installed. The per unit area construction cost of smaller size polyhouses are more as compared to larger poly house. Similarly the cost of cultivation inlarger poly house is significantly lower than smaller poly house.

It is possible to get back the investment on poly house within a period of 3 to 5 yearsperiod. If a entrepreneurs /cultivator go for poly house for nursery production of highyielding vegetable plants in an area where large scale vegetable cultivation is done insuch condition he can get back his investment within 2-3 years by providing qualityplanting materials to vegetable or flower growers.

PLANT TISSUE CULTURE INDUSTRY GROWTH

The growth of Biotechnology industry as per Transparency Market Research is estimatedto observe substantial growth during 2010 and 2017 as investments from around the worldare anticipated to rise especially from emerging economical regions of the world. Thereport states that the global market for biotechnology studied according to itsapplication areas shall grow at an average annual growth rate of CAGR 11.6% from 2012 to2017 and reach a value worth USD 414.5 billion by the end of 2017. This market was valuedapproximately USD 216.5 billion in 2011. The market of bio agriculture combined with thatof bio seeds is projected to reach a value worth USD 27.46 billion by 2018. The field ofbiopharmaceuticals dominated the global biotechnology market and accounted for 60% sharesof it in the year 2011. Many biotechnological industries flourished by the technologicaladvancements leading to new discoveries and rising demands from the pharmaceutical andagricultural sectors.

Opportunity and Threats

Biotechnology is one of the "hot spots" in research and development in thiscentury. Great chances and opportunities lie ahead but also tremendous threats. Whiletechnology and knowledge is easily available all over the world it can be quite difficultto 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 ofmedical applications there are many risks associated with biotechnology. One example is adrug developed against multiple sclerosis which had possible profits of 3$ billion.

After two patients developing a rare brain disease in clinical trials the profitsvaporized and the stock market were in an uproar. Nevertheless does the United NationsDevelopment Program see "biotechnology innovation and globalization as a means ofhelping the poor of the world live fuller richer and more secure lives". Onlythrough commercialization this promise will come true. Commercialization is converting ormoving technology into a profit making position

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

Customer Development

During the year your Company has undertaken and delivered several ambitiousinitiatives to reaffirm its leadership position across the country. The Company has alwaysstrived for everyday execution excellence in Customer Development which was at the centerof the ambition.

Harvesting the growth potential of the new stores contributed significantly to the aimof winning in the market place and resulted in improving the reach and distribution of theproducts. Impact stores the high contribution stores were chosen to drive businessthrough increased point of sale visibility and cluster breakup execution in stores andthese have contributed to your Company’s growth.

Your Company has put in place the plan of building brands in stores in the Modern Tradeenvironment and intend to scale up the initiative based on the learning’s built.

Modern Trade continues to be a focus area for your Company. Renewed focus on jointbusiness planning ensuring best-in-class on shelf availability and delivering clutterbreaking product launches have brought in fresh momentum in this channel and wereappreciated by Modern Trade customers.

E-commerce is an emerging and fast growing channel in the country and your Company isin processing growth in this channel. Your Company is developing a comprehensivee-commerce strategy and execution roadmap and has a team in place to drivedisproportionate growth in this channel in the coming years.

Supply Chain

Your Company’s 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 serviceexcellence to enable sustainable growth.

Research & Development

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

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

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

Agriculture

• Crop Biotechnology

• Biofertilizers

• Biopesticides and Crop Management

• Plant Biotechnology

Plant Tissue Culture Micopropogation

• Bioprospecting and Modecular taxonomy

• Biofuels

• Medicinal and Aromatic Plants

Medical Biotechnology

• Vaccines

• Diagnostic

• Drug Development

• Human Genetics and Genome Analysis

OUTLOOK

The global economic climate continues to be volatile uncertain and prone togeo-political risks. The marked slowdown in global markets is expected to continue in2016. The divergence in developed market growths is expected to add to the volatility inthe currency markets.

In this global backdrop India is expected to perform better aided by improvingmacroeconomic fundamentals. However execution of the reform agenda and kick starting theinvestment cycle will be key determinants of India’s economic performance. Whilecurrently inflation is benign upside pressures on inflation from the vagaries of monsoonor sudden changes in the rupee could have a significant bearing on inflation.

Biotechnology markets are expected to grow. While consumer confidence has increasedthis has not yet translated into significant improvement in market conditions. There are afew green shoots in market growths; however uncertain global economic environmentinflation and competitive intensity continue to pose challenges. While the near termconditions pose a challenge for the economy the medium to long term secular trends basedon rising incomes aspirations low consumption levels are positive and an opportunityfor the Biotechnology sector. The Company with its brands talent and investment incapabilities is well placed to benefit disproportionately from this opportunity.

Environment safety Health and Energy Conservation

Your Company has a vision of being a ‘Zero Injury’ organisation. The Compassyour Company’s strategic framework integrates Safety as a non-negotiable value. Overthe past years your Company has not reported and injuries across its operations.

This has been achieved through a combination of training and hardware upgradationleveraging core technology concepts and safety standards from the Company. Sustainabilityis deeply rooted in all the operations of your Company ranging from sourcing to Productionand logistics. Your Company’s aim is to achieve significant reduction inenvironmental impact of operations.

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

Human Resources

Your Company’s Human Resource agenda remained focused on reinforcing the keythrust areas; being the employer of choice on campus building an inclusive culture and astrong talent pipeline institutionalizing mission critical capabilities in theorganisation driving greater employee engagement and continuing to focus on progressiveemployee relation policies.

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

Keeping in view of its "Research Program Outsourcing (RPO)" philosophy thecompany is working on to create "Pool of Scientists". This pool is created inthe following two ways: By in-house training through the Study Programs conducted at ourRegistered Office.

Through contact program in which our team contacts the premier Biotech Institute inIndia and internationally to make a "Brain Pool" by inducting the cream talentsin the field.

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

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been appended as Annexure A (2) to this Report andare available at the Registered Office of the Company during working hours before 21 daysof 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 risks associated withbiotechnology methods and bio industry products should be assessed and about whether andhow bioethics should influence public policy. A general structure for guiding publicpolicy discourse is emerging but is not fully developed. Groups perceive risks differentlydepending on their culture scientific background perception of government and otherfactors. Expert opinion supports a range of positions. Deeply and honestly held but oftenconflicting beliefs and values about nature animals and the community good animate thedebate. The result is that biotechnology issues are often highly contentious and debatedon both scientific and ethical grounds. Two contemporary examples are:

Do human social benefits such as living a longer and leading more productive life dueto biotechnology outweigh the harm that an animal or groups of animals must experience toproduce those benefits.

Should an insurance company require information about an individual's geneticinheritance as a condition of eligibility for health insurance?

Biotechnology's risks are sometimes purely conjectural. Without research and clinicaltrials risks cannot be fully assessed. Yet conjectural and ethical issues are importantbecause biotechnology affects not only human practices and economic sectors but alsomedical practices and the relationship between humanity animals and the environment.

In Paul Thompson's view [Biotechnology] is not simply another type of mechanical orchemical creation aimed at making the world better for us. In this instance we are notsimply reshaping matter but are harnessing life. By manipulating life and naturalevolution we are taking the process that shaped our existence and that of every otherliving organism on the planet and restructuring it for our own benefit.

Internal control system

The company has started it commercial activity partially. However the management ishaving highly professional outlook at the adequate control system when commercial activitywill start.

Financial Performance with respect to Operational Performance

FINANCIAL RESULTS

The company performance for the financial year ended on March 31st 2016 issummarized below:

Particulars 2015-16 2014-15
Revenue from Operations 1090205.00 303675.19
Other Income 1649603.73 727569.50
Total Revenue 2739808.73 1031244.69
Total Expenses 6188233.88 1140417.94
Profit before Tax (3448425.15) (109173.25)
Tax Expenses (100599.48) (24878.59)
Profit After Tax for the year (3347825.67) (84294.66)
Paid up Capital 3054500.00 3054500.00

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

In the Financial Year 2016-2017 the company is witnessing sustained commercialproduction from its 2 x 1500 sq. metre Naturally Ventilated Polyhouse and a Net House of500 sq. metre.

The Company is extensively involved in Commercial Greenhouse/Polyhouse Cultivation ofcrops over the year and market the produce profitably. It keeps on changing the crop mixfrom time to time to meet the seasonal and market demand. Also it is involved incommercial floriculture activities with flowers like Gerbera Chrysanthemum and others.

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

In this present financial year the company has developed fully equipped Greenhouse/Poly-house erection team which undertake contracts for its clients for erectinggreenhouses/ polyhouses at their sites and provide turnkey consultancy and support to theclient so that they can get profit out of their investment. The company is also committedto buy back the produce of the greenhouses/polyhouses at a Minimum Assured Price if thegrower wish to sell his produce to the company thus ensuring an assured minimum profit tohim.

Also the company is taking up Ready-made Greenhouses from farmers on lease basis andusing it for commercial production for the company with a yearly contractualunderstanding.

In addition to the above the company has finished constructing and setting up of itsPlant Tissue Culture Lab of 5 million plantlet capacity and now working on some upcomingresearch projects and planning to get into commercial production in a small way. Once theprocess becomes result oriented the company is having elaborate planning to expand itsPlant Tissue Culture Lab on larger commercial unit

Cautionary Statement

Certain statements in the above section may be forward looking and be based onexpectations/ projections about the future. Company’s actual results performancecould 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 suchforward 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 andcontinues to lay a strong emphasis on transparency accountability and integrity.

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

During the year your Company has adopted new policies under SEBI (Prohibition ofInsider Trading) Regulations 2015 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 in line with new governance requirements. These policiesare available on the website of the Company at www.genomicvalley.com the Company hasestablished a vigil mechanism for Directors and employees to report their genuineconcerns details of which have been given in the Corporate Governance Report annexed tothis Report.

During the year Secretarial Audit was carried out by M/s JKJ & Associates. aPracticing Company Secretaries Firm Secretarial Auditor of the Company for the financialyear 2015-16. There was no qualification reservation or adverse remarks given bySecretarial Auditors of the Company. The detailed report on the Secretarial Audit areappended as an Annexure to this Report.

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure Bto this Report.

A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Equity Listing Agreement/ SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchange(s) and annexed asAnnexure C to this Report.

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

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Equity Listing Agreement forms an integralpart of this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.

Related Party Transactions

In line with the requirements of the Companies Act 2013 and Equity Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hasformulated a Policy on Related Party Transactions which is also available onCompany’s website at www.genomicvalley.com. The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties.

This Policy specifically deals with the review and approval of Material Related PartyTransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. Transactions with related parties as per AS– 18 have been disclosed in the notes forming part of Financial Statements. AllRelated 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 fortransactions which are of repetitive nature and / or entered in the Ordinary Course ofBusiness and are at Arm’s Length. All Related Party Transactions are subjected toindependent review by a reputed accounting firm to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and EquityListing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm’s Length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies 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 135of the companies Act 2013.

Risk Management

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

(a) Over seeing and approving the Company’s enterprise wide risk managementframework; and

(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. A RiskManagement Policy was reviewed and approved by the Committee. The Company manages monitorsand reports on the Principal risks and uncertainties that can impact its ability toachieve its strategic objectives. The Company’s management systems organisationalstructures processes standards code of conduct and behaviours together form theManagement System that governs how the Group conducts the business of the Company andmanages associated risks. The Company has introduced several improvements to IntegratedEnterprise Risk Management Internal Controls Management and Assurance Frameworks andprocesses to drive a common integrated view of risks optimal risk mitigation responsesand efficient management of internal control and assurance activities. This integration isenabled by all three being fully aligned wide Risk Management Internal Control andInternal Audit methodologies and processes.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2015-16 the Company has not received any complaints on sexual harassment and also nocomplaint is pending on sexual harassment.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

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

A. CONSERVATION OF ENERGY

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

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

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 researchin the field of plant tissue culture and also to take such researches through steps tocommercial levels.

Apart from this your company is continuing its researches in varied field ofbiotechnology as follows:

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

Agriculture

• Crop Biotechnology

• Biofertilizers

• Biopesticides and Crop Management

• Plant Biotechnology

Plant Tissue Culture Micopropogation

• Bioprospecting and Modecular 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/Polyhouse Cultivation ofcrops over the year and market the produce profitably. It keeps on changing the crop mixfrom time to time to meet the seasonal and market demand. Also it is involved incommercial floriculture activities with flowers like Gerbera Chrysanthemum and others.

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

iii. Imported technology:

a. Detail of Technology

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

b. The above technology is imported during the year 2015-16.

c. This technology is fully absorbed.

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 underreview.

Deposit from Public

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

Names of the Companies which have become or ceased to be Company’s SubsidiariesJoint Ventures or Associate Companies during the year

During the year there is no such company which has become or ceased to beCompany’s 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 theregulators or courts or tribunals impacting the going concern status and company’soperations 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 tofinancial statements. During the year such controls were tested and no reportablematerial weakness was observed.

Code of Conduct for Directors and Senior Management

In compliance with Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Company has formulated Code of Conduct for the Boardmembers and senior management personnel of the Company so that the Company’s businessis conducted in an efficient and transparent manner without having any conflict ofpersonal interests with the interests of the Company. All the members of the Board andsenior 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 theBoard of Directors and the Senior Management confirming that none of them has violated theconditions 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 forming part of thisreport.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

ACCOUNTING TREATMENT

The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards notified under Section 133 of the Companies Act 2013. The financialstatements have been prepared on accrual basis. The accounting policies adopted in thepreparation of the financial statements are consistent with those followed in the previousyear.

VIGIL MECHANISM

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

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

During the year under review the members approved the appointments of Mr. PradeepGupta and Mr. Rajesh Kumar Saxena as an Independent Director in the Annual General Meetingheld on 30th September 2015. Mr. Rohit Batham Company Secretary andCompliance Officer of the company has resigned from the Company with effect from 06thFebruary 2016. Ms. Alka Dabas has been appointed as Company Secretary and Complianceofficer of the Company with effect from 29th April2016. She also resigned fromthe Company with effect from 17th July 2016. After that Mr. Hitesh KumarDrolia was appointed as Company Secretary and Compliance Officer of the Company witheffect from 04th August 2016 and he is continuing with the Company.

The Company has received declarations from all the Independent Directors of the Companyunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Equity Listing Agreement read with Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) regulations 2015.

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

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

A separate meeting of the independent directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-independentdirectors and the Chairman. After convening the Annual ID meeting the collective feedbackof each of the Independent Directors was discussed by the Chairman of the NRC with theBoard’s Chairman covering performance of the Board as a whole; performance of thenon-independent directors and performance of the Board Chairman.

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

The following policies has been adopted by the Company which are put up on the websiteof 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 andRemuneration of Directors Key Managerial Personnel (KMP) and Senior Management consistentwith the provisions of the Companies Act 2013 and the Equity Listing Agreement read withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration Committee and this policy shall be compliance in withSection178 of the Companies Act 2013 read along with the applicable rules thereto andEquity Listing Agreement read with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

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

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

b) Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend the Board a Policy relating to the remunerationfor 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 reportto the Board.

e) To recommend to the Board remuneration payable to the directors key managerialpersonnel and senior management.

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

g) To assist the Board in fulfilling responsibilities.

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

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

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor

The appointment of M/s. A K khattar & Associates Chartered Accountant asStatutory Auditors of the Company was ratified at the last Annual General Meeting held on30th September 2015 who was appointed as statutory auditors of the Company inthe Annual General Meeting held on 31st May 2014 for five years subject toratification for four consecutive Annual General Meeting held after Annual General Meetingheld on 31st May 2014.

In compliance with the provisions of Section 139 141 and 142 of the Companies Act2013 and Companies (Audit and Auditors) Rules 2014 and pursuant to the Shareholder’sapproval obtained at their ensuing Annual General Meeting the appointment of M/s. A Kkhattar & Associates Chartered Accountant is required to be ratified by theshareholders to hold the office from the conclusion of this Annual General Meeting tillthe conclusion of the 23rd Annual General Meeting of the Company.

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

Internal Auditor

The Board has appointed M/S ANDROS & CO. (Reg. No.008976N) CharteredAccountants to conduct Internal Audit for the financial year 2015-16.

Secretarial Auditor

The Board has appointed M/s JKJ & Associates a Practicing Company SecretariesFirm to conduct Secretarial Audit for the financial year 2015-16. The Secretarial AuditReport for the financial year ended March 31 2016 is annexed as Annexure E to thisReport. The Secretarial Audit Report does not contain any observation qualificationreservation or adverse remark.

CAUTIONARY STATEMENT

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company’s objectives projections estimatesand expectations may constitute ‘forward looking statements’ within the meaningof applicable laws and regulations. Although the expectations are based on reasonableassumptions the actual results might differ.

APPRECIATIONS AND ACKNOWLEDGMENTS

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

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers redistribution stockiest retailersbusiness partners and others associated with the Company as its trading partners. YourCompany looks upon them as partners in its progress and has shared with them the rewardsof growth. It will be the Company’s Endeavour to build and nurture strong links withthe trade based on mutuality of benefits respect for and co-operation with each otherconsistent with consumer interests.

The Directors also take this opportunity to thank all Investors Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.

For and on behalf of

Genomic valley Biotech Limited

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: 02.09.2016
Place: Haryana

Annexure D to the Board Report

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 andprocedures with regard to Nomination and Remuneration.

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

2. CONSTITUTION OF COMMITTEE:

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

3. OBJECTIVE:

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

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

a) To guide the Board in relation to appointment and removal of directors KMP andsenior management. b) Formulate the criteria for determining qualifications positiveattributes and independence of a director and recommend the Board a Policy relating tothe remuneration for the directors key managerial personnel and other employees. c)Formulation of criteria for evaluation of Independent Directors and the Board. d) Toevaluate the performance of the members of the Board and provide necessary report to theBoard. e) To recommend to the Board remuneration payable to the directors key managerialpersonnel and senior management. f) To retain motivate and promote talent of directorsmanagerial personnel required to run the Company successfully. g) To assist the Board infulfilling responsibilities. h) To implement and monitor policies and processes regardingprinciples of corporate governance.

4. APPLICABILITY:

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

5. DEFINITIONS:

"Act" means the Companies Act 2013 and Rules framed there under asamended from time to time. "Board" means Board of Directors of theCompany.

"Directors" means Directors of the Company.

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

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

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined under the Companies Act 2013 as may be amended from timeto time.

6. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGEMENT PERSONNEL AND SENIORMANAGEMENT: I. APPOINTMENT CRITERIA AND QUALIFICATION:

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

b) A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment. The Committee has discretion to decidewhether 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 WholeTime Director who has attained the age of seventy years. Provided that the term of aperson holding such office may be extended beyond the age of 70 years with the approval ofthe shareholders by passing a special resolution. The explanatory statement to be annexedto the notice for passing of such special resolution should indicate the justification forextension 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 / WholeTime 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 Boardof the Company and will be eligible for re-appointment on passing of a special resolutionby the Company and disclosure of such appointment in the Board’s Report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe 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 ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-Time Director of a listed company or such other numberas may be prescribed in the Act.

III. EVALUATION:

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

IV. REMOVAL:

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules or regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director Key Managerial Personneland/or Senior Management Personnel subject to the provisions of the Act rules andregulations of the said Act.

V. RETIREMENT:

The Director Key Managerial Personnel and Senior Management Personnel shall retire asper the applicable provisions of the Act. The Board may have the discretion to retain aDirector Key Managerial Personnel and/or Senior Management Personnel in the same positionremuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

7. POLICY FOR REMUNERATION TO DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIORMANAGEMENT PERSONNEL:

A. Remuneration to Managing/Whole-time/Executive/Managing Director Key ManagerialPersonnel and Senior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director / ManagingDirector etc. shall be governed as per the provisions of the Companies Act 2013 and therules 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 otherenactment 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 andmembers for senior management and reviewing its effectiveness; b) Ensuring that onappointment to the Board Non-Executive Directors receive a formal letter of appointmentin accordance with the guidelines provided under the Act; c) Identifying and determiningthe Directors who are to retire by rotation. d) Determining the appropriate sizediversity and composition of the Board; e) Evaluating the performance of the Board Membersand Senior Management in the context of the Company’s performance from compliance andbusiness perspective; f) Making recommendations to the Board concerning any mattersrelating to the continuation in office of any Director at any time including thetermination or suspension of service of an Executive Director as employee of the Companysubject 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 retainand motivate members of the Board and such other factors as the Committee shall deemappropriate. b) Approving the remuneration of the Senior Management including keymanagerial personnel of the Company and maintain a balance between objectives appropriateto the working of the Company. c) Delegating any of its powers to one or more of itsmembers or the Secretary of the Committee. d) Considering any other matters as may berequested 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 andmanual 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 whenrequired where there is any statutory change necessitating change in the policy.