Directors Report of Genomic Valley Biotech Ltd.

Mar 31, 2024

The Directors of the Company take pleasure in presenting the 30^th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone) for the financial year ended 31st March, 2024.

FINANCIAL RESULT

The company performance for the financial year ended on March 31^st, 2024 is summarized below:

(In Rs.)
Particulars	2023-24	2022-23
Revenue from Operations	16,50,750	2,72,25,190
Other Income	15,003	4,25,453
Total Revenue	16,65,753	2,76,50,643
Total Expenses	15,14,273	1,85,18,860
Profit before Exceptional Items and Tax	1,51,480	91,31,783
Exceptional Item	-	26,43,164
Profit before Tax	1,51,480	64,88,619
Tax Expenses	-339	6,080
Profit After Tax for the year	1,51,818	64,82,539
EPS	0.05	2.12

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the aforesaid period, the revenues from operations stood at Rs 16,50,750/- Further, the Company had incurred total expenses of Rs. 15,14,273/-.

• THE CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year we added human genomics services.

• PRESENT AND FUTURE PROSPECTIVES:

PRESENT ACTIVITIES

1. Providing consultancy in:

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

b. Organic Farming — Open Field Cultivation using Bio-Fertilizer.

2. Trading in agricultural and horticultural products

3. Providing Next Generation Sequencing (NGS) services.

4. Genetic Counselling for Preventive and Targeted Therapeutics.

5. We have signed an agreement with Artemis Hospital Gurgaon to leverage their state-of-the-art wet lab for Next-Generation Sequencing (NGS) analysis, enhancing precision in genomic research and diagnostics.

6. Celebrating our key milestones achieved during the year.

This year has been pivotal for Genomic Valley, as we accomplished several major milestones that highlight our dedication to innovation, collaboration, and excellence in genomics:

• Website Development and Optimization:

We launched and optimized a dynamic website to serve as a hub for our services and values. This platform enhances customer engagement, provides seamless access to information, and reflects our commitment to cutting-edge innovation.

• Expansion of Services and Offerings:

We broadened our service portfolio to include advanced genomic pipelines like Whole Genome Sequencing, Exome Sequencing, Gut Microbiome Analysis, and Targeted Sequencing Panels. These expansions demonstrate our focus on meeting diverse healthcare and research needs.

• Projects on Chronic Kidney Disease and Ayurveda Hair Follicle Growth Study:

We initiated two groundbreaking projects: one exploring the genetic basis of Chronic Kidney Disease (CKD) and another combining genomics with Ayurveda in a Hair Follicle Growth Study. These initiatives underline our ability to merge traditional and modern approaches to tackle healthcare challenges.

• Database Creation and Market Research:

By building a comprehensive database and conducting in-depth market research, we have enhanced our understanding of healthcare trends, enabling us to deliver solutions that meet the needs of patients and clinicians effectively.

• Events, Workshops, and Webinars:

Organizing events, workshops, and webinars with academic institutions, healthcare providers, and industry leaders. These engagements have strengthened our expertise, visibility, and partnerships.

• Chatbot and Domain Setup:

To enhance customer interaction, we developed and deployed a chatbot along with domain setup. These tools provide instant support and improve the user experience on our platform.

• Email Marketing, Invoicing, and CRM Setup:

We integrated email marketing, invoicing, and customer relationship management (CRM) tools to streamline communication and operations, ensuring efficient processes and improved client engagement.

• Razorpay Setup, Payment Integration, and Server Setup:

With Razorpay integration and server setup, we have built a secure and efficient payment system on our website, ensuring seamless transactions and reinforcing trust with our clients.

FUTURE ACTIVITIES

1. Pharmaceutical Genomics and Biomanufacturing:

o To pioneer the integration of genomics in pharmaceutical development for targeted therapies. o To establish scalable and efficient biomanufacturing processes for producing biologics and gene therapies.

o To contribute to global drug discovery efforts through genomic insights and AI-driven methodologies.

2. Research and Development:

o To lead innovations in all areas of human genomics, with a specific focus on identifying novel genetic biomarkers and therapeutic targets in oncology. o To integrate Next-Generation Sequencing (NGS) with AI for rapid, precise, and cost-effective oncology diagnostics.

o To establish strategic collaborations with academic and industry leaders for translational cancer research.

3. Radiogenomic Innovations in Cancer Diagnosis and Treatment:

o Lead advancements in radiogenomics by integrating imaging and genomic data to enhance cancer diagnosis and personalized treatment strategies.

o Identify novel genetic biomarkers and therapeutic targets through radiogenomic analysis, with a specific focus on improving precision in oncology.

o Develop machine learning-driven models to correlate radiological features with genetic mutations, facilitating early detection and accurate classification of cancer subtypes. o Create robust, user-friendly applications for clinical use, enabling healthcare providers to access predictive insights and optimize patient care.

BIOTECHNOLOGY INDUSTRY GROWTH

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

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 stood at Rs.9,00,00,000/- divided into 90,00,000 equity shares of Rs. 10/- each. The Paid-up Equity Share Capital as at March 31, 2024 stood at Rs.3,05,45,000/-divided into Rs. 30,54,500 equity shares of Rs.10/-each fully paid.

Share Capital	March 31, 2024	March 31,2023
Authorized Capital	9,00,00,000	9,00,00,000
Issue Capital	8,15,00,000	8,15,00,000
Subscribed Capital	7,69,73,000	7,69,73,000
Less: Share Forfeiture	4,64,28,000	4,64,28,000
Paid Up Capital	3,05,45,000	3,05,45,000

LOANS. GUARANTEES & INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 (“the Act”) are given in the notes to the financial statements.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 500 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company

DIVIDEND

Although there is profit in the Company during the year but need to conserve resources for the expansion of the business of your Company, Board expresses its inability to declare any dividend for the financial year 2023-24.

RESERVES

The company is having less profit in financial year 2023-24. Therefore, no amount was transferred into reserve account.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments effecting the financial position of the company which have occurred during the financial year 2023-24 of the company to which the financial statement relates to the date of this report.

BOARD OF DIRECTORS AN OTHER KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by a Board comprising an optimum blend of Executives and NonExecutive Professional Directors. As on March 31, 2024; the Board of Directors consists of Five (5) Directors including One (1) Managing Director cum Executive Director, Two (2) Non-executive Independent Director and Two (2) Non- Executive and Non Independent Director including one Woman Director. All the Directors possess the requisite qualifications and experience in general Corporate Management, Finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company along with changes as placed during the Financial Year 2023-2024.

Sr. No.	Name of Directors	Designation	DIN Date of Appointment		Date of Resignation
1.	Mr. Yogesh Agrawal	Managing Director	01165288	07/09/2015	-
2.	Mr. Praveen Kumar	Non-Executive -	09165954	30/06/2023	05/09/2024

	Mishra*	Independent Director
3.	Mrs. Parul Agrawal	Additional (Non -Executive Non -Independent Director)	01165188	14/02/2024
4.	Mr. Ashok Kumar	Additional (Non -Executive Non -Independent Director)	07647876	14/11/2023
5.	Mr. Yogesh Agrawal	Chief financial officer	-	30/06/2023	-
6.	Mrs. Anupam Aditya	Company Secretary & Compliance Officer	-	31/03/2023	-
7.	Ms. Jyoti Bansal	Additional Non-Executive and Independent Director	08489503	30/06/2023	14/12/2023
8.	Mr. Kapoor Chand Garg	Non-Executive and Independent Director	03627645	31/03/2023	30/06/2024
9.	Mr. Rahul Kumar Pathak	Non-Executive and Independent Director	09103619	31/03/2023	30/06/2023
10.	Mr. Satendra Kumar Goyal*	Additional (Non -Executive Independent Director)	08767544	09/05/2024

Change in Board Composition:

Ms. Jyoti Bansal was appointed as an Additional Non-Executive (Independent) Director on the Board with effect from 30^th June, 2023 and resigned as Non-Executive (Independent) Director w.e.f. 14 December, 2023.

Mr. Kapoor Chand was resigned as Non-Executive (Independent) Director with effect from 30^th June, 2024.

Mr. Rahul Kumar Pathak was resigned as Non-Executive (Independent) Director with effect from 30^th June, 2023.

Mrs. Parul Agrawal was resigned as a Non-Executive (Non- Independent) Director on the Board with effect from 14 November, 2023. Again Mrs. Parul Agrawal was Appointed on 14^th February, 2024 as an additional Non-Executive (Non- Independent) Director who shall be regularized as Non-Executive (Non-Independent) Director in ensuing general meeting subject to the approval of shareholders of the Company.

Mr. Ashok Kumar was appointed as an Additional Non-Executive (Non- Independent) Director on the Board with effect from 14^th November, 2023 who shall be regularized as Non-Executive (Non-Independent) Director in ensuing general meeting subject to the approval of shareholders of the Company.

Mr. Yogesh Agrawal has been appointed as Chief Financial Officer of the Company with effect from 30^th June, 2023.

*Mr. Satendra Kumar Goyal has been appointed as an Additional Non-Executive (Independent) Director on the Board with effect from 09^th May, 2024 who shall be regularized as Non-Executive (Independent) Director in ensuing general meeting subject to the approval of shareholders of the Company.

*Mr. Praveen Kumar Mishra was appointed as an Additional Non-Executive (Independent) Director on the Board with effect from 30^th June, 2023 and resigned as Non-Executive (Independent) Director w.e.f. 05 September, 2024

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a

special and urgent business need, the Board’s approval is taken by passing resolutions by circulation, as permitted by law, which is noted and confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held at registered office. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman of the Company. The Agenda is circulated a week prior to the date of the meeting.

The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year 2023-2024, Six Board meetings were held on:

1. 29th May, 2023

2. 30th June, 2023

3. 14th August, 2023

4. 04th September, 2023

5. 14th November, 2023 6 . 14th February, 2024

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days. The details of attendance of each director at the Board meetings are as given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings eligible to attend	Number o f Board Meetings attended
Mr. Yogesh Agrawal	07/09/2015	-	5	5
Mr. Praveen Kumar Mishra	30/06/2023	05/09/2024	2	2
Mrs. Parul Agrawal	14/02/2024	-	-	-
Mr. Ashok Kumar	14/11/2023	-	1	1
Ms. Jyoti Bansal	30/06/2023	14/12/2023	3	3
Mr. Kapoor Chand Garg	31/03/2023	30/06/2024	2	2
Mr. Rahul Kumar Pathak	31/03/2023	30/06/2023	2	2

COMMITTEES AND THEIR MEETINGS > Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of:

o Mr. Parveen Kumar Mishra (Non-Executive and Independent Director, Chairman), resigned on 28^th August, 2024.

o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director).

o Ms. Jyoti Bansal (Non- Executive and Non-Independent Director), Resigned on 14^th December,

2023.

o Mr. Kapoor Chand Garg (Non- Executive and Independent Director), Resigned on 30^th June,

2024

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.

During the year Four (29/05/2023, 14 / 08 / 2023, 14/11/2023, 14/02//2024) Audit Committee Meetings were held.

> NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee’s scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.

The Committee comprises of:

o Mr. Parveen Kumar Mishra (Non -Executive and Independent Director, Chairman), Resigned on 28th August, 2024.

o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director),

o Ms. Jyoti Bansal (Non- Executive and Non-Independent Director), Resigned on 14^th December,

2023 Mr. Satendra Kumar Goyal (Non- Executive and Non-Independent Director)

o Mr. Kapoor Chand Garg (Non- Executive and Independent Director), Resigned on 30^th June, 2024

o During the year 04 Nomination and Remuneration Committee Meeting was held on 30/06/2023, 30/09/2024 14/11/2023 and 14/02/2024

> STAKEHOLDERS & RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, nonreceipt of dividend/notices /annual reports, etc.

The Committee comprises of:

o Mr. Parveen Kumar Mishra (Non -Executive and Independent Director, Chairman), Resigned on 28th August,2024.

o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director).

o Ms. Jyoti Bansal (Non- Executive and Non-Independent Director), Resigned on 14th December, 2023.

o Mr. Kapoor Chand Garg (Non- Executive and Independent Director), Resigned on 30^th June, 2024

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year 01 Stakeholders & Relationship Committee Meeting was held on 14.02.2024.

> RISK MANAGEMENT COMMITTEE

The Company’ s Risk Management Committee comprises all the 2 Independent Directors and non-executive director.

The Committee comprises of:

o Mr. Parveen Kumar Mishra (Non -Executive and Independent Director, Chairman), Resigned on 28th August,2024

o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director),

o Ms. Jyoti Bansal (Non- Executive and Non-Independent Director), Resigned on 14th December, 2023 o Mr. Kapoor Chand Garg (Non- Executive and Independent Director), Resigned on 30^th June, 2024 During the year 01 Risk Management Committee Meeting was held on 14.02.2024.

DIRECTOR’S RESPONSIBILTY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

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

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

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

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the Financial Year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure - I

DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director.

During the year under review the non- executive directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of non-compliances

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:

A. Information as per Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name of the Director/ and KMP	Designation	Remuneration (in Lakhs) 2023-24	Remuneration in Consideration	Resignation Dated
Mr. Yogesh Agrawal	Managing Director & CFO	-	-	-
Mr. Praveen Kumar Mishra	Non-Executive - Independent Director	-	-	28/08/2024
Ms. Jyoti Bansal	Additional Non-Executive and Independent Director	-	-	14/12/2023
Mr. Kapoor Chand Garg	Non-Executive and Independent Director	-	-	30/06/2024
Mr. Rahul Kumar Pathak	Non-Executive and Independent Director	-	-	30/06/2023
Mr. Ashok Kumar	Non-Executive - Non Independent Director	-	-	-
Mrs. Parul Agrawal	Non - Executive Non -Independent Director	-	-	-
Mr. Satendra Kumar Goyal*	Non - Executive Independent Director	-	-	-
Mrs. Anupam Aditya	Company Secretary & Compliance Officer	Rs. 1.80 Lakhs	-	-

*Mr. Satendra Kumar Goyal has been appointed as an Additional Non-Executive (Independent) Director on the Board with effect from 09^th May, 2024 who shall be regularised as Non-Executive (Independent) Director in ensuing general meeting subject to the approval of shareholders of the Company.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at www.genomicvalley.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. Transactions with related parties as per AS - 18 have been disclosed in the notes forming part of Financial

Statements. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm’s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company’s Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal auditor.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and therefore compliance is ensured by the direct report of internal audit division and Internal Auditors to the Audit Committee of the Board.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Risk management committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE

Mrs. Parul Agrawal appointed as an Additional director (Non-executive and Non-Independent Director in the company is a wife of Mr. Yogesh Agrawal who is a managing director of the company.

SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

AUDITORS

> STATUTORY AUDITORS

It is proposed to appoint M/s Andros & Co., Chartered Accountant was appointed as statutory auditors of the Company in the Annual General Meeting held on 23rd August, 2019 for five years. And The Board of Directors has approved the re-appointment of M/S ANDROS & CO. (Firm Reg. No.008976N), Chartered Accountants, Delhi as Statutory Auditors of the Company for the financial years 2024-25 to 2028-29 to hold office from the conclusion of 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting and fix their remuneration for the financial year 2024-25 subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

M/s Andros & Co. has conducted the Statutory Audit of the Company for the Financial Year 2023-24. AUDITOR’S REPORT

The Auditor’s Report for financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

> SECRETARIAL AUDITORS

The Company has appointed SBR & Co. LLP, Company Secretaries as Secretarial Auditors of the Company for carrying out the secretarial audit for the financial year 2023-24.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith as Annexure-II. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

> INTERNAL AUDITOR

Navjyoti Kumar Jha has been appointed as Internal Auditors of the Company to conduct the Internal Audit of the company for the Financial Year 2023-24.

> COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

CORPORATE GOVERNANCE

As per Regulation27(2) of the SEBI (LODR) Regulations, 2015 Corporate governance provisions are not applicable to a listed entity only if the paid-up equity share capital is less than Rs. 10 Crore and net-worth is less than Rs. 25 Crore. Since the company having Paid up capital is Rs. 3,05,45,000/- and Net Worth is Rs. 4,44,30,181/- which is not exceeding the limits as specified above. Therefore, the compliance with the Corporate Governance provision specified in the applicable Regulation shall not be applicable to the Company.

PREVENTION OF SEXUAL HARRASMENT

The Company is an equal opportunity provider and has zero tolerance in any form or manner towards the sexual harassment of women at work place. In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act,2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place. The Company has constituted Internal Complaints Committee which meets as and when required.

No complaints pertaining to sexual harassment of women employees were received during the year.

POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION# DISCHARGE OF THETR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formulization the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors of the Company are being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and rules made thereunder.

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board, the Committee of the Board and individual Directors, including the Chairperson of the Board. The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

APPRECIATIONS AND ACKNOWLEDGMENTS

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

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

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

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts for the period ended 31st March, 2014.

Financial Results

The financial performance of the company, for the year ended March 31,2014 is summarised below:

2013-14 20112-13 Amont (Rs.) Amount (Rs.)

Profit Before Tax 52863.00 35861.75

Less: Current Tax 10073.04 6833.00

Deffered Tax 4205.52 16358.00

Profit for the year 38584.44 12670.75

Less: Appropriation 0.00 0.00

Closing Balance 38584.44 12670.75

Operations

During the year under review, there was some activity in the company at the operational level & your directors are pleased to inform some profits in the company. Your Company has further organized meetings of eminent scientists of our country related with Human Genome, Plant Genome, DNA Vaccine, Drug Discovery Services and other related activities.

Financial hurdles and Legal actions

As reported in earlier Director's Report, the present status of various Financial hurdles and Legal actions are as follows:

The Civil suit with National Horticulture Board(NHB) who has illegally withhold Rs.25 lacs FDRs and interest accrued thereon, is decreed against the Company at Civil Court, Jr.Division, Bahadurgarh (Haryana). The Company has filed an Appeal in District Court of Jhajjar, Haryana. The Hon'ble distt. Court has dismissed the appeal. To insert "RSA" (Regular Second Appeal) is being filled in Punjab & Haryana High-Court.

Future Prospects

This century is adjudged as the century of bio-technology, and your company has the right vision, focus and has the qualified manpower to convert their plans in to the reality in the ensuing years.

Listing Agreement

The Company's securities are listed at the following 4 (four) Stock Exchanges in India:

i) The Delhi Stock Exchange Association Limited (the Regional Stock Exchange)

ii) Pune Stock Exchange Limited

iii) The Stock Exchange, Ahmedabad

iv) Jaipur Stock Exchange Limited

The Annual Listing fee for the Financial Year 2013-2014 is being paid to The Delhi Stock Exchange (The Regional Stock Exchange). As there has been no trading at all during the last several years in the Stock Exchanges viz., Ahmedabad, Pune & Jaipur, thus as a part of cost reduction measures the Company has already proposed to delist its Equity Shares from all or any of these Stock Exchanges.

Share Transfer System & Dematerialization

The Company has an in-house share transfer system. The valid share transfers complete in all respects are registered and returned within a maximum period of one month from the date of receipt. In terms of notification issued by SEBI, the Equity Shares of the Company are already compulsorily under Demat trading for all investors from 31st May, 2001 at CDSL and from 19th June, 2001 at NSDL. Shareholders who are still holding their shares in physical mode are, therefore advised to dematerialize their shareholding as soon as possible to avoid inconvenience in trading. Both NSDL & CDSL have issued ISIN No. - INE574D01010.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Company Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the Financial Year 2013-2014, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the accounts for the Financial Year 2013-2014 on a 'going concern' basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Dividend

In view of company's financial results the Director are unable to recommend any dividend this year

Directors

In accordance with the Provisions of the Companies Act, 1956 (Companies Act, 2013) and Articles of Association of the Companies, Smt. Parul Agrawal, who retires by rotation and being eligible offers himself for re-appointment.

Fixed Deposits

The Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and Rules framed thereunder.

Auditors Report

Auditors observations, as contained in the Auditors' Report are self explanatory and do not call for any clarification.

A notice in terms of Section 190 of the companies Act, 1956 (Section 190 of companies act 2013) has been received under section 225(1) from Members proposing the appointment of M/s. A.K. KHATTAR & ASSOCIATES, Chartered Accountants, as Auditors of the Company. They have given their eligibility certificate in terms of section 224(1B) of the companies Act, 1956.

Personnel

The Statement of particulars of employees as required by Section 217(2A) of the Companies Act, 1956 is not annexed as no employee has drawn remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 [134(6) of the Companies Act 2013].

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

The Company's present activities are either commercial in nature or manufacturing with manual operations, therefore, do not require Directors' comment on conservation of energy and technology absorption. Further, there was no foreign currency transaction during the year review.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, there is no such amount which remained unpaid or unclaimed to be transferred by the Company to the Investor Education and Protection Fund.

Appreciation

It is our strong belief that caring for our business constituents has & will go a long way in the progress of the Company and your Directors acknowledge the overwhelming co-operation and assistance received from its Bankers and Government Authorities.

The Directors thanks the Customers, Vendors and Investors for their continued support to your Company's growth.

The Directors record their appreciates to all employees for their efforts towards achieving their performance.

For and on behalf of the Board of Directors

PLACE : NEW DELHI (T.N. AGRAWAL) DATED : 18th April, 2014 Chairman

---

Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts for the period ended 31st March, 2013.

Financial Results

The financial performance of the company, for the year ended March 31,2013 is summarised below:

2012-13 2011-12 Amont (Rs.) Amount (Rs.)

Profit Before Tax 35861.75 0

Less: Current Tax 6833 0

Deffered Tax 16358 0

Profit for the year 12670.75 0

Less: Appropriation 0 0

Closing Balance 12670.75 0

Operations

During the year under review, there was some activity in the company at the operational level & your directors are pleased to inform some profits in the company. Your Company has further organized meetings of eminent scientists of our country related with Human Genome, Plant Genome, DNA Vaccine, Drug Discovery Services and other related activities.

Financial hurdles and Legal actions

As reported in earlier Director's Report, the present status of various Financial hurdles and Legal actions are as follows:

The Civil suit with National Horticulture Board(NHB) who has illegally withhold Rs.25 lacs FDRs and interest accrued thereon, is decreed against the Company at Civil Court, Jr.Division, Bahadurgarh (Haryana). The Company has filed an Appeal in District Court of Jhajjar, Haryana. The Hon'ble distt. Court has stayed the decree till the final order.

Future Prospects

This century is adjudged as the century of bio-technology, and your company has the right vision, focus and has the qualified manpower to convert their plans in to the reality in the ensuing years.

Listing Agreement

The Company's securities are listed at the following 4 (four) Stock Exchanges in India:

i) The Delhi Stock Exchange Association Limited (the Regional Stock Exchange)

ii) Pune Stock Exchange Limited

iii) The Stock Exchange, Ahmedabad

iv) Jaipur Stock Exchange Limited

The Annual Listing fee for the Financial Year 2012-2013 is being paid to The Delhi Stock Exchange (The Regional Stock Exchange). As there has been no trading at all during the last several years in the Stock Exchanges viz., Ahmedabad, Pune & Jaipur, thus as a part of cost reduction measures the Company has already proposed to delist its Equity Shares from all or any of these Stock Exchanges.

Share Transfer System & Dematerialization

The Company has an in-house share transfer system. The valid share transfers complete in all respects are registered and returned within a maximum period of one month from the date of receipt. In terms of notification issued by SEBI, the Equity Shares of the Company are already compulsorily under Demat trading for all investors from 31st May, 2001 at CDSL and from 19th June, 2001 at NSDL. Shareholders who are still holding their shares in physical mode are, therefore advised to dematerialize their shareholding as soon as possible to avoid inconvenience in trading. Both NSDL & CDSL have issued ISIN No. - INE574D01010.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Company Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the Financial Year 2012-2013, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the accounts for the Financial Year 2012-2013 on a 'going concern' basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Dividend

In view of company's financial results the Director are unable to recommend any dividend this year

Directors

In accordance with the Provisions of the Companies Act, 1956 and Articles of Association of the Companies, Mr. T.N. Agrawal, who retires by rotation and being eligible offers himself for re-appointment.

Fixed Deposits

The Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and Rules framed thereunder.

Auditors Report

Auditors observations, as contained in the Auditors' Report are self explanatory and do not call for any clarification.

A notice in terms of Section 190 of the companies Act, 1956 has been received under section 225(1) from Members proposing the appointment of M/s. ANDROS & COMPANY, Chartered Accountants, as Auditors of the Company. They have given their eligibility certificate in terms of section 224(1B) of the companies Act, 1956.

Personnel

The Statement of particulars of employees as required by Section 217(2A) of the Companies Act, 1956 is not annexed as no employee has drawn remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956.

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

The Company's present activities are either commercial in nature or manufacturing with manual operations, therefore, do not require Directors' comment on conservation of energy and technology absorption. Further, there was no foreign currency transaction during the year review.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, there is no such amount which remained unpaid or unclaimed to be transferred by the Company to the Investor Education and Protection Fund.

Appreciation

It is our strong belief that caring for our business constituents has & will go a long way in the progress of the Company and your Directors acknowledge the overwhelming co-operation and assistance received from its Bankers and Government Authorities.

The Directors thanks the Customers, Vendors and Investors for their continued support to your Company's growth.

The Directors record their appreciates to all employees for their efforts towards achieving their performance.

For and on behalf of the Board of Directors

PLACE : NEW DELHI (T.N. AGRAWAL) DATED : 02 September, 2013

---

Mar 31, 2012

The Members,

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts for the period ended 31st March, 2012.

Financial Position

The Company is still in the process of implementation of 100% Export Oriented Priority Sector Tissue Culture Project and has not yet started the commercial production. The financial position of the Company is as under:-

(Amount in Rs. Rs) Current yr. Previous yr.

Equity & Liabilities

Share Capital 3,05,45,000.00 3,05,45,000.00

Reserve & Surplus 126,77,000.00 126,77000.00

Secured Loan 75,00,000.00 1,00,00,000.00

Current Liabities 63,28,822.58 95,94,607.58

Total 5,70,50,822.58 6,28,16,607.58

Assets

Fixed Assets 1,19,42,930.45 1,12,74,519.45

Capital Work In Progress 2,78,51253.13 2,82,05,739.13

Investments - 78,50,000.00

Net Current Assets 1,72,56,639.00 1,54,86,349.00

Total 5,70,50,822.58 6,28,16,607.58

Operations

During the year under review, there was not much activity in the company at the operational level. Your Company has further organised meetings of eminent scientists of our country related with Human Genome, Plant Genome, DNA Vaccine, Drug Discovery Services and other related activities.

Financial hurdles and Legal actions

As reported in earlier Director's Report, the present status of various Financial hurdles and Legal actions are as follows:

ii) The Civil suit with National Horticulture Board(NHB) who has illegally withhold Rs.25 lacs FDRs and interest accrued thereon, is decreed against the Company at Civil Court, Jr.Division, Bahadurgarh (Haryana). The Company has filed an Appeal in District Court of Jhajjar, Haryana.

Future Prospects

This century is adjudged as the century of bio-technology, and your company has the right vision, focus and has the qualified manpower to convert their plans in to the reality.

Listing Agreement

The Company's securities are listed at the following 4 (four) Stock Exchanges in India:

i) The Delhi Stock Exchange Association Limited (the Regional Stock Exchange)

ii) Pune Stock Exchange Limited

iii) The Stock Exchange, Ahmedabad

iv) Jaipur Stock Exchange Limited

The Annual Listing fee for the Financial Year 2011-2012 is being paid to The Delhi Stock Exchange (The Regional Stock Exchange). As there has been no trading at all during the last several years in the Stock Exchanges viz., Ahmedabad, Pune & Jaipur, thus as a part of cost reduction measures the Company has already proposed to delist its Equity Shares from all or any of these Stock Exchanges.

Share Transfer System & Dematerialization

The Company has an in-house share transfer system. The valid share transfers complete in all respects are registered and returned within a maximum period of one month from the date of receipt. In terms of notification issued by SEBI, the Equity Shares of the Company are already compulsorily under Demat trading for all investors from 31st May, 2001 at CDSL and from 19th June, 2001 at NSDL. Shareholders who are still holding their shares in physical mode are, therefore advised to dematerialize their shareholding as soon as possible to avoid inconvenience in trading. Both NSDL & CDSL have issued ISIN No. - INE574D01010.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Company Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the Financial Year 2011-2012, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the accounts for the Financial Year 2011 -2012 on a 'going concern' basis.

Corporate Governance

As there is no operation the company at present, the Corporate Governance procedures will be implemented in the ensuing years.

Dividend

The Company has not yet started commercial production. Hence, in the absence of profits, no dividend has been recommended for the period under review.

Directors

In accordance with the Provisions of the Companies Act, 1956 and Articles of Association of the Companies, Mr. T.N. Agrawal, who retires by rotation and being eligible offers himself for re-appointment.

Fixed Deposits

The Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and Rules framed thereunder.

Auditors Report

Auditors observations, as contained in the Auditors' Report are self explanatory and do not call for any clarification.

A notice in terms of Section 190 of the companies Act, 1956 has been received under section 225(1) from Members proposing the appointment of M/s. ANDROS & COMPANY, Chartered Accountants, as Auditors of the Company. They have given their eligibility certificate in terms of section 224(1B) of the companies Act, 1956.

Personnel

The Statement of particulars of employees as required by Section 217(2A) of the Companies Act, 1956 is not annexed as no employee has drawn remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956.

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

The Company's present activities are either commercial in nature or manufacturing with manual operations, therefore, do not require Directors' comment on conservation of energy and technology absorption. Further, there was no foreign currency transaction during the year review.

Appreciation

It is our strong belief that caring for our business constituents has & will go a long way in the progress of the Company and your Directors acknowledge the overwhelming co-operation and assistance received from its Bankers and Government Authorities.

The Directors thanks the Customers, Vendors and Investors for their continued support to your Company's growth.

The Directors record their appreciates to all employees for their efforts towards achieving their performance.

For and on behalf of the Board of Directors

PLACE : NEW DELHI (T.N. AGRAWAL) DATED : 1st September, 2012

---

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Accounts for the period ended 31st March, 2011.

Financial Position

The Company is still in the process of implementation of 100% Export Oriented Priority Sector Tissue Culture Project and has not yet started the commercial production. The financial position of the Company is as under:-

(Amount in Rs. Lacs)

Current yr. Previous yr.

Source of Funds

Share Capital 305.45 305.45

Reserve & Surplus 126.77 126.77

Secured Loan 100.00 100.00

Total 532.22 532.22

Application of Funds

Fixed Assets 112.74 67.74

Capital Work In Progress 282.06 320.01

Investments 78.50 78.50

Net Current Assets 58.92 65.97

Total 532.22 532.22

Operations

During the year under review, there was not much activity in the company at the operational level. Your Company has further organised meetings of eminent scientists of our country related with Human Genome, Plant Genome, DNA Vaccine, Drug Discovery Services and other related activities.

Financial hurdles and Legal actions

As reported in earlier Director''s Report, the present status of various Financial hurdles and Legal actions are as follows:

ii) The Civil suit with National Horticulture Board(NHB) who has illegally withhold Rs.25 lacs FDRs and interest accrued thereon, is decreed against the Company at Civil Court, Jr.Division, Bahadurgarh (Haryana). The Company has filed an Appeal in District Court of Jhajjar, Haryana.

Future Prospects

This century is adjudged as the century of bio-technology, and your company has the right vision, focus and has the qualified manpower to convert their plans in to the reality.

Listing Agreement

The Company''s securities are listed at the following 4 (four) Stock Exchanges in India:

i) The Delhi Stock Exchange Association Limited (the Regional Stock Exchange)

ii) Pune Stock Exchange Limited

iii) The Stock Exchange, Ahmedabad

iv) Jaipur Stock Exchange Limited

The Annual Listing fee for the Financial Year 2010-2011 is being paid to The Delhi Stock Exchange (The Regional Stock Exchange). As there has been no trading at all during the last several years in the Stock Exchanges viz., Ahmedabad, Pune & Jaipur, thus as a part of cost reduction measures the Company has already proposed to delist its Equity Shares from all or any of these Stock Exchanges.

Share Transfer System & Dematerialization

The Company has an in-house share transfer system. The valid share transfers complete in all respects are registered and returned within a maximum period of one month from the date of receipt. In terms of notification issued by SEBI, the Equity Shares of the Company are already compulsorily under Demat trading for all investors from 31st May, 2001 at CDSL and from 19th June, 2001 at NSDL. Shareholders who are still holding their shares in physical mode are, therefore advised to dematerialize their shareholding as soon as possible to avoid inconvenience in trading. Both NSDL & CDSL have issued ISIN No. - INE574D01010.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Company Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the Financial Year 2010-2011, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the accounts for the Financial Year 2010-2011 on a ''going concern'' basis.

Corporate Governance

As there is no operation the company at present, the Corporate Governance procedures will be implemented in the ensuing years.

Dividend

The Company has not yet started commercial production. Hence, in the absence of profits, no dividend has been recommended for the period under review.

Directors

In accordance with the Provisions of the Companies Act, 1956 and Articles of Association of the Companies, Mr. T.N. Agrawal, who retires by rotation and being eligible offers himself for re-appointment.

Fixed Deposits

The Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and Rules framed thereunder.

Auditors Report

Auditors observations, as contained in the Auditors'' Report are self explanatory and do not call for any clarification.

A notice in terms of Section 190 of the companies Act, 1956 has been received under section 225(1) from Members proposing the appointment of M/s. ANDROS & COMPANY, Chartered Accountants, as Auditors of the Company. They have given their eligibility certificate in terms of section 224(1B) of the companies Act, 1956.

Personnel

The Statement of particulars of employees as required by Section 217(2A) of the Companies Act, 1956 is not annexed as no employee has drawn remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956.

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

The Company''s present activities are either commercial in nature or manufacturing with manual operations, therefore, do not require Directors'' comment on conservation of energy and technology absorption. Further, there was no foreign currency transaction during the year review.

Appreciation

It is our strong belief that caring for our business constituents has & will go a long way in the progress of the Company and your Directors acknowledge the overwhelming co-operation and assistance received from its Bankers and Government Authorities.

The Directors thanks the Customers, Vendors and Investors for their continued support to your Company''s growth.

The Directors record their appreciates to all employees for their efforts towards achieving their performance.

For and on behalf of the Board of Directors

PLACE : NEW DELHI (T.N. AGRAWAL)

DATED : 2nd September, 2011 Chairman

---

Mar 31, 2010

The Members,

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Accounts for the period ended 31st March, 2010.

Financial Position

The Company is still in the process of implementation of 100% Export Oriented Priority Sector Tissue Culture Project and has not yet started the commercial production. The financial position of the Company is as under:-

(Amount in Rs. Lacs)

Current yr. Previous yr.

Source of Funds

Share Capital 305.45 358.29

Reserve & Surplus 126.77 73.93

Secured Loan 100.00 100.00

Total 532.22 532.22

Application of Funds

Fixed Assets 67.74 69.75

Capital Work In Progress 320.01 319.52

Investments 78.50 78.50

Net Current Assets 65.97 64.82

Total 532.22 532.22

Operations

During the year under review, there was not much activity in the company at the operational level. Your Company has further organised meetings of eminent scientists of our country related with Human Genome, Plant Genome, DNA Vaccine, Drug Discovery Services and other related activities.

Financial hurdles and Legal actions

As reported in earlier Director''s Report, the present status of various Financial hurdles and Legal actions are as follows:

i) By the time of writing this report, promoters of the company are on their way for emicable settlements with HAIC.

ii) The Civil suit with National Horticulture Board(NHB) who has illegally withhold Rs.25 lacs FDRs and interest accrued thereon, is lying pending at preliminary stage at Civil Court, Jr.Division, Bahadurgarh (Haryana).

Future Prospects

Though this century is adjudged as the century of bio-technology, and your company has the right vision, focus and has the qualified manpower to convert their plans in to the reality, however, due to lack of funds which are not forthcoming from its shareholders/members, your Company could not achieve its goals for the benefit of its members.

Therefore, in order to proceed further, your Directors have left with no choice but forfeited the share of all of the defaulting memebrs so that it can be reissued the same to generate the funds for the benefit of your Company.

Listing Agreement

The Company''s securities are listed at the following 4 (four) Stock Exchanges in India:

i) The Delhi Stock Exchange Association Limited (the Regional Stock Exchange)

ii) Pune Stock Exchange Limited

iii) The Stock Exchange, Ahmedabad

iv) Jaipur Stock Exchange Limited

The Annual Listing fee for the Financial Year 2009-2010 is being paid to The Delhi Stock Exchange (The Regional Stock Exchange). As there has been no trading at all during the last several years in the Stock Exchanges viz., Ahmedabad, Pune & Jaipur, thus as a part of cost reduction measures the Company has already proposed to delist its Equity Shares from all or any of these Stock Exchanges.

Share Transfer System & Dematerialization

The Company has an in-house share transfer system. The valid share transfers complete in all respects are registered and returned within a maximum period of one month from the date of receipt. In terms of notification issued by SEBI, the Equity Shares of the Company are already compulsorily under Demat trading for all investors from 31st May, 2001 at CDSL and from 19th June, 2001 at NSDL. Shareholders who are still holding their shares in physical mode are, therefore advised to dematerialize their shareholding as soon as possible to avoid inconvenience in trading. Both NSDL & CDSL have issued ISIN No. - INE574D01010.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Company Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the Financial Year 2009-2010, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the accounts for the Financial Year 2009-2010 on a ''going concern'' basis.

Corporate Governance

As there is no operation the company at present, the Corporate Governance procedures will be implemented in the ensuing years.

Dividend

The Company has not yet started commercial production. Hence, in the absence of profits, no dividend has been recommended for the period under review.

Directors

Pursuant to provisions of Section 256 of the Companies Act, 1956, Shri A.P. Chamoli, Director retires by rotation and does not offer himself for reappointment.

During the year Mrs. Parul Agrawal was appointed as Additional Director and holds upto the date of AGM under Section 260 of the Companies Act, 1956.

Notices under Section 257 of the Companies Act, 1956 have been received from members in respect of Mrs. Parul Agrawal''s candidature for appointment as Director of the Company.

Fixed Deposits

The Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and Rules framed thereunder.

Auditors Report

Auditors observations, as contained in the Auditors'' Report are self explanatory and do not call for any clarification.

Auditors

A notice in terms of Section 190 of the companies Act, 1956 has been received under section 225(1) from Members proposing the appointment of M/s. Shashi K. Garg & Co., Chartered Accountants, as Auditors of the Company. They have given their eligibility certificate in terms of section 224(1B) of the companies Act, 1956.

Personnel

The Statement of particulars of employees as required by Section 217(2A) of the Companies Act, 1956 is not annexed as no employee has drawn remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956.

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

The Company''s present activities are either commercial in nature or manufacturing with manual operations, therefore, do not require Directors'' comment on conservation of energy and technology absorption. Further, there was no foreign currency transaction during the year review.

Appreciation

It is our strong belief that caring for our business constituents has & will go a long way in the progress of the Company and your Directors acknowledge the overwhelming co-operation and assistance received from its Bankers and Government Authorities.

The Directors thanks the Customers, Vendors and Investors for their continued support to your Company''s growth.

The Directors record their appreciates to all employees for their efforts towards achieving their performance.

For and on behalf of the Board of Directors

PLACE : NEW DELHI (YOGESH AGRAWAL)

DATED : 2nd September, 2010 Chairman