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Genera Agri Corp Ltd.

BSE: 590133 Sector: Others
NSE: N.A. ISIN Code: INE993L01015
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Genera Agri Corp Ltd. (GENERAAGRI) - Director Report

Company director report

To

The Members

Your Directors have pleasure in Presenting their 24th Annual Report of the Companytogether with the Audited Financial Statements of

your company for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS & SUMMARY:

(Amount in Rs)
Particulars Current Year (2015 16) Previous Year (2014 15)
Gross Sales/Turnover 218568353 323099452
Other Income - -
Profit/(Loss) before Interest
Depreciation and Tax 3955610 15405364
Depreciation 3604809 4201224
Profit (Loss) Before Tax 350801 11204410
Less: Current tax (1015860) (588030)
Deferred Tax Liability (806193) 791644
Profit (Loss) After Tax 141134 9824466
Add: Profit(Loss) brought forward from last year 603524062 593699595
Amount available for appropriation 603665196 603524062
Appropriations - -
Balance Carried forward to Balance Sheet 604326300 603524062

STATEMENT OF COMPANY'S AFFAIRS & OPERATIONAL REVIEW:

Results from operations:

During the year 2015 -16 the Revenue of the company Rs. 218568353 as comparedagainst Rs.323099452 for the Financial Year 2014-2015. During the year the realizationfrom fruits and vegetables was low as compared to last year due to market flooded withinventories by suppliers.

CAPITAL EXPENDITURE:

During the Year under review the Company has not incurred any Capital Expenditure.

FUTURE PROSPECTS:

A note on Future Prospectus of the Company is enclosed in Management Discussion andAnalysis Report.

TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to theReserves for the financial year ended 31st

March 2016

DIVIDEND:

The Company has made profit during tThe Company has made profit during the yearhowever to conserve resources required for

future plans in the coming years your Directors do not recommend any dividend on theequity shares.

DEPOSITS:

During the year the Company has not accepted or repaid any deposits and at the end ofthe year no amount stands outstanding as

Unpaid or unclaimed deposits.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement with the Stock exchange(s) theManagement Discussion and Analysis report is annexed to this Report and forms part of thisAnnual Report.

NAMES OF COMPANIES CEASED TO BE SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES OFTHE COMPANY:

During the Financial year 2015-2016 no company was ceased to be the Subsidiary Jointventure or Associate company of theCompany.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return prepared in Form MGT-9 as per the provisions of Section 92of the Companies Act 2013 read with Rule

12 of the Companies (Management and Administration) Rules 2014 is enclosed as AnnexureI to this Report.

NO. OF MEETINGS OF THE BOARD:

Ten Board Meetings were held during the Financial Year 2015-16. The dates of the BoardMeetings and other details are as below:

1. 1st June 2015

2. 14th August 2015

3. 10th October 2015

4. 14th November 2015

5. 07th December 2015

6. 05th February 2016

7. 12th February 2016

8. 13th February 2016

9. 3rd March 2016 and 10. 5th March 2016

Attendance of Director for the aforementioned Meetings:

S.No Name of the Director No. of Board Meetings attended
1. Rajesh Naidu Munirathnam 10
2. VundayalaJayanthi Reddy 10
3. SagiVenkataVanshi Krishna 10
4. RambabuRupakula 10
5. Kalali Hai Shanker 10

SHARE CAPITAL:

The Paid-up Share Capital of your Company stands at Rs. 89961000/- (Eight croresninety nine lakhs sixty one thousand only) as on 31st March 2016. There were noallotments during the financial year 2015 2016.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

(a) That in the preparation of the annual accounts for the Financial year ended 31stMarch 2016 the applicable accounting standards have been followed;

(b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2016and Profit and Loss Statement of the Company for that period;

(c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) That the directors have prepared the annual accounts for the financial year ended31st March 2016 on a going concern basis;

(e) That the directors have laid down internal controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

(f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149 OF THE COMPANIES ACT 2013:

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Sub-Section (6) of section 149 of Companies Act 2013.

RELATED PARTY TRANSACTIONS:

During the year under review the Company has not entered into any related partytransactions pursuant to section 188 of the Company's Act 2013. Further there are nomaterially significant related party transactions made by the Company during the FinancialYear 2015-16 which may have the potential conflict with the interest of the company atlarge.

Accordingly there are no transactions that are required to be reported in Form AOC-2and as such doesn't form part of the Report.

The Company has adopted a Related Party Transactions policy and the policy as approvedby the board is uploaded on the Company's website www.genera.in

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year under review the Company has not invested any amount not granted anyLoans / gave guarantees to any person or body Corporate covered under section 186 of theCompanies Act 2013.

PARTICULARS OF EMPLOYEES:

The disclosure pursuant to section 197(12) read with Rule 5 of Companies (AppointmentAnd Remuneration of Managerial Personnel) Rules 2014 is enclosed here as Annexure II

Further there are no employees who are in receipt of remuneration as specified in Rule5(2) of Companies (Appointment And Remuneration of Managerial Personnel) Rules 2014.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONS APPOINTED OR RESIGNED DURING THE YEAR:

No other Appointment Re-appointment Change in Designation or Resignation has beenmade during the year under review.

COMMITTEES OF THE BOARD:

Currently the Board has three Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship committee

AUDIT COMMITTEE

The Audit Committee consists of Mr. Rambabu Rupakula Chairman Mr. M. Rajesh NaiduMember and Mr. Sagi VenkataVanshi Krishna Member. All the recommendations made by theAudit Committee were accepted by the Board.

VIGIL MECHANISM:

The Company has adopted a policy on Vigil Mechanism and the same was hosted on thewebsite of the Company

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of Mr. Rambabu Rupakula ChairmanMr.Kalali Hari Shanker Member and

Mr. SagiVenkataVanshi Krishna Member.

The Company follows a policy on remuneration of directors and other senior managerialpersonnel's. The Policy is recommended by the Nomination and Remuneration Committee andapproved by the Board. More details of the same is given in the Corporate GovernanceReport.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consists of Mr. Rambabu Rupakula Chairman Mr.Rajesh Naidu Member and Mr. Sagi Venkata Vanshi Krishna Member.

The Scope of the committee shall include considering and resolving the grievances ofthe security holders of the company which may arise due to any of the reasons cited in theStake holders relationship Committee of the company.

AUDITORS:

In Pursuance to the provisions of Section 139 of the Companies act 2013 GLN Prasad& Associates Chartered Accountants bearing Firm Registration No. 015176S wereappointed as Statutory Auditors of the Company in the 24thAnnual General Meeting of theCompany held on 31-12-2016for a period of 5 year who shall hold the office till theConclusion of 29th Annual General Meeting subject to ratification at every Annual GeneralMeeting at such remuneration as may agreed with the mutual consent.

AUDITORS REPORT

The Statutory Auditors of the Company have made the following qualifications in theirReport. The Explanations for the same are mentioned hereunder:

Auditors Qualification Explanations made by the Board
Rrelating to Depreciation wherein the Company had continued to provide Depreciation as per the rates prescribed in Companies Act 1956 as against the new rates prescribed in Companies Act 2013. The resultant differential impact is not quantifiable in the absence of determination of the residual useful life as per the Companies Act 2013 by the Company The observation should be noted for future compliance and guidance. The observation shall be endeavor to be implemented for the Financial Year 2016-17
(Contingent Liabilities) relating to the show cause notice issued by the Enforcement Directorate on certain alleged lapses relating certain filings under the FEMA the financial impact of which is not quantifiable at the moment. The observation should be noted for future compliance and guidance. The observation shall be endeavor to be implemented for the Financial Year 2016-17
The Company had made certain investments in its Wholly Owned Subsidiaries amounting to Rs.351.38 Lakhs as shown in Note No.10 which have not commenced any operations since inception and we are of the opinion that the Company may not fully recover its investments. The company had taken considerable steps to revive the said investments from the subsidiaries in the foreseeable future and the Company is confident of recovering the carrying value of the investment. Further the Management believes that the diminution in value of investments if any that exists is only temporary.
The Company has not maintained proper records showing full particulars including quantitative details and situations of fixed assets. The Company has maintained the fixed assets register but the same was lost while shifting the books from old registered office.
The Company has not carried out the physical verification of fixed Assets during the year. The observation should be noted for future compliance and guidance. The observation shall be endeavor to be implemented for the Financial Year 2016-17

The Audit Committee of the Company has reviewed the audited financial statements forthe year under review and recommended the same for the approval of the Board.

SECRETARIAL AUDITOR:

The Board has appointed M/s R. & A Associates a firm of practicing CompanySecretaries Hyderabad as the Secretarial Auditor to conduct Secretarial Audit of theCompany for the Financial year ended 31st March 2016 in compliance with the provisions ofSection 204 of the Companies Act 2013.

The report of the Secretarial Audit Report by M/s. R & A Associates in Form MR-3 isenclosed as Annexure III to this Report.

Replies to the Qualifications Made in the Secretarial Audit Report:

Due to implementation of new companies act 2013 provisions of Listing agreementSEBI(LODR) Regulations 2015 and other applicable laws the company has faced difficultiesin compliance of applicable laws. However the company is in process of appointing CompanySecretary and other key Managerial Personnels and ensure timely compliance of same infuture.

COST AUDITOR

The requirements of Cost Auditor is not required for the Company in Compliance to theprovisions of Section 148 of the Companies Act 2013 read with Companies (Cost Records andAudit Rules) 2014

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with respect to financialstatements. During the year such controls were tested and no reportable material weaknessin the design or operation were observed.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business of theCompany.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the yearunder review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There were no material changes and commitments in the business operations of theCompany from the Financial Year ended 31st March 2016 to the date of signing of theDirector's Report.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance in Annexure IV Management Discussion andAnalysis Report and the Certificate from the Auditors of your Company regarding complianceof conditions of Corporate Governance as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges forms part of this Report.

RISK MANAGEMENT POLICY:

The Company has policy for identifying risk and established controls to effectivelymanage the risk. Further the company has laid down various steps to mitigate theidentified risk.

DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD ANDSENIOR MANAGEMENT PERSONNEL:

The Company has complied with the requirements about code of conduct for Board membersand Senior Management personnel.

The said policy is available on the website of the Company.

MECHANISM FOR BOARD EVALUATION:

Clause 49 of the Listing Agreement states that the board shall monitor and review theboard evaluation framework. The Companies

Act 2013 states that a formal annual evaluation needs to be made by the Board of itsown performance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of the independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding ofthe Company's vision and objective skills knowledge and experience participation andattendance in Board/ Committee meetings; governance and contribution to strategy;interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as evaluation of the working of its Board Committees. Astructured questionnaire was prepared covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board Cultureexecution and performance of specific duties obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance ofNon-Independent Directors Chairman and the quality quantity and time lines of flow ofinformation between the Company management and Board.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has been employing about 5women employees in the Company. The Company hasin place an sexual-harassment policy& committee in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All employees (permanent contractual temporary) are covered under the policy. There wasno compliant received from any employee during the financial year 2014-15 and hence nocomplaint is outstanding as on 31.03.2016 for redressal.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO:

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with the Rule 8 of Companies (Accounts) Rules 2014. Particulars requiredunder Rule 8 of the Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy:

The Company uses electric energy for its equipment such as Air Conditioners Computerterminals Lighting and tilities in the work premises and the company has taken all thepossible measures to conserve the same.

(ii) The steps taken by the company for utilizing alternate sources of energy:

The company is using energy efficient devices and has also planning to use alternaterenewable sources.

(iii) The capital investment on energy conservation equipments:

There are no substantial additional investments and proposals for reduction in energyconsumption at present. The same will be undertaken as and when necessary by the Company.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not

Applicable

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

The company has not imported any technology during the financial year.

(iv) The company has not incurred any expenditure on Research and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no foreign exchange earnings or outgo during the year under review.

FINANCIAL PERFORMANCE OF SUBSIDIARY:

The Company have the following Foreign Subsidiaries:

1. GENERA AGRI TANZANIA LIMITED

2. GENERA AGRI GLOBAL LIMITED

Further the Financial Performance of the above Subsidiaries is enclosed in theFinancial Statements of respective subsidiaries which forms part of this report of for theFinancial Year Ended 31st March 2016.

Acknowledgments:

Your Directors express their appreciation for the support trust and co operationreceived from the banks Government authorities customers suppliers shareholders andother stakeholders during the year under review.

Your Directors acknowledge with gratitude the commitment and dedication of theemployees at all levels which has contributed to the growth and success of the company.Your Directors look forward to the continued support from all of you in the years to come.

For and on behalf of the Board of Directors
GENERA AGRI CORP LIMITED
V. JAYANTHI REDDY M. RAJESH NAIDU
Director Managing Director
(DIN: 07143933) (DIN- 01920908)
3-5-590 Vittal Wadi Plot No. 263 Anand Nilayam
Narayanaguda Phase III Road NO. 78
Hyderabad- 500029 Jubilee Hills
Hyderabad- 500033

ANNEXURE "A"

To

The Members

Genera Agri Corp Limited

Flat No: 302 03rd Floor Metropole Apartment Plot No: 05 & 06 Silicon ValleyMadhapur Hyderabad TG 500033 IN

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of GeneraAgri Corp Limited ("the Company").

Our responsibility is to express an opinion on these secretarial records based on ouraudit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

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

7. With regard to various submission(s) of Information/documents and compliance thereofmade by the Company with the stock exchanges the reporting of compliance was made basedupon the information/documents available. However some of the information and documentswere not available for verification.

8. We have relied up on the information provided by the Management with respect torelated party transactions for its compliance.

For R & A Associates

Company Secretaries

R. Ramakrishna Gupta

Partner

FCS No.: 5523

C P No.: 6696

Technopolis T 202

1-10-74/B Begumpet

Hyderabad 500016

Telangana India

Date: 7th December 2016

Place: Hyderabad