Genera Agri Corp Ltd.
|BSE: 590133||Sector: Others|
|NSE: N.A.||ISIN Code: INE993L01015|
|BSE 15:40 | 14 Nov||Genera Agri Corp Ltd|
|NSE 05:30 | 01 Jan||Genera Agri Corp Ltd|
|BSE: 590133||Sector: Others|
|NSE: N.A.||ISIN Code: INE993L01015|
|BSE 15:40 | 14 Nov||Genera Agri Corp Ltd|
|NSE 05:30 | 01 Jan||Genera Agri Corp Ltd|
Your Directors have pleasure in Presenting their 25th Annual Report of the Companytogether with the Audited Financial Statements of your company for the financial yearended 31st March 2017.
FINANCIAL HIGHLIGHTS & SUMMARY:
(Amount in Rs.)
STATEMENT OF COMPANYS AFFAIRS & OPERATIONAL REVIEW:
During the year 2016-17 the Company has changed the business model. The company hasparticipated in the Tender called for by the TELANGANA STATE Government to establishVegetable out lets under the project MANAKURAGAYALU in association with the AgriculturalMarketing Department of TELANGANA STATE Government under the concept The NeighborhoodStores and got the letter of intent for establishing vegetable out lets. As per thescheme the agricultural Marketing dept will by the vegetables directly from the farmerswithout the intervention of Middle Men collects at the collection center of the Govt anddistributes to the stores for selling to the public. and in the process the former getsgood price and the consumer gets the vegetables at lesser price.
The company has already established 9 Vegetable out lets and selling the qualityvegetables to the consumers as per the price fixed by the Govt. The company is alsoparticipating in the tenders called by the institutions and supplying Fruits andvegetables to the institutions.
To the credit the company has got good number of satisfied customers.
The company has collected good data base of its consumers in the areas where the outlets are established and shall be used for expansion and for diversion of business in thesimilar line.
During the Year under review the company has established nine outlets for sale offruits and vegetables in association with Agriculture Marketing Department of StateGovernment of Telangana to promote the pilot scheme formulated with the nameManakuragayalu and has incurred a capital expenditure of Rs. 17355366/- towards capitalexpenditure for acquiring the assets in the units.
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 2017.
The Company has made profit during the year however to conserve resources required forfuture plans in the coming years your Directors do not recommend any dividend on theequity shares.
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:
Management Discussion and Analysis report is annexed to this Report and forms part ofthis Annual Report.
NAMES OF COMPANIES CEASED TO BE SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES OFTHE COMPANY:
During the Financial year 2016-17 No company was ceased to be the Subsidiary Jointventure or Associate Company of the Company.
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 andAdministration) Rules 2014 is enclosed as Annexure I to this Report.
NO. OF MEETINGS OF THE BOARD:
Eleven Board Meetings were held during the Financial Year 2016-17. The dates of theBoard Meetings and other details are as below:
1. 02nd May 2016
2. 30th May 2016
3. 2nd June 2016
4. 2nd August 2016
5. 13th August 2016
6. 02nd September 2016
7. 25th October 2016
8. 14th November 2016
9. 07th December 2016 10. 14th February 2017 11. 25th March 2017
Attendance of Director for the aforementioned Meetings:
The Paid-up Share Capital of your Company stands at Rs. 89961000/- (Eight croresninety nine lakhs sixty one thousand only) as on 31st March 2017. There were noallotments during the financial year 2016-2017.
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 Companyhereby confirms:
(a) That in the preparation of the annual accounts for the Financial year ended 31stMarch 2017 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 2017and 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 2017 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 Companys Act 2013. Further there are nomaterially significant related party transactions made by the Company during the FinancialYear 2016-17 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 doesnt 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 Companys 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:
Mr. RambauRupakula (DIN:03557027) Independent Director of the Company resigned fromoffice as on 25th October 2016.
Mr. Sandeep Kumar appointed as an Independent Director of the Company w.e.f 25th March2017.
COMMITTEES OF THE BOARD:
Currently the Board has three Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship committee
The Audit Committee consists of Mr. Kalali Hari Shanker Chairman Mr. M. Rajesh NaiduMember and Mr. Sagi VenkataVanshi Krishna Member. All the recommendations made by theAudit Committee were accepted by the Board.
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.Kalali Hari Shanker ChairmanMr.K. Sandeep Kumar Member and Mr. Sagi VenkataVanshi Krishna Member.
The Company follows a policy on remuneration of directors and other senior managerialpersonnels. The Policy is recommended by the Nomination and Remuneration Committeeand approved by the Board. More details of the same is given in the Corporate GovernanceReport.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of Mr. K. Hari Shanker Chairman Mr.Rajesh Naidu Member and K. Sandeep Kumar 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.
In Pursuance to the provisions of Section 139 of the Companies act 2013 M/s. GLNPrasad&Associates Chartered Accountants bearing Firm Registration No. 015176S werere-appointed as Statutory Auditors of the Company in the 25th Annual General Meeting ofthe company at such remuneration as may agreed with the mutual consent.
The Statutory Auditors of the Company have made the following qualifications in theirReport. The Explanations for the same are mentioned hereunder:
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.
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 2017 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.
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 Current Financial year the company has changed the business model fromcorporate forming to retail Merchandise. The Company has opened 9 vegetable outletsparticipating in the Pilot project of Telangana State Govt. by Name MANA KURAGAYALU.
THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and companys 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 2017 to the date of signing of theDirectors Report.
A detailed Report on Corporate Governance in 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 evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of the independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The Directors evaluation was broadly based on the parameters such as understanding ofthe Companys vision and objective skills knowledge and experience participationand attendance 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 Boardsfunctioning such as adequacy of the composition of the Board and its Committees BoardCulture execution 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 timelines 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 2016-17 and hence nocomplaint is outstanding as on 31.03.2017 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 utilities 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 reckoned fromthe 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: Nil
The Company have the following Foreign Subsidiaries:
1. GENERA AGRI TANZANIA LIMITED 2. GENERA AGRI GLOBAL LIMITED
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.