Genus Prime Infra Ltd.
|BSE: 532425||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE256D01014|
|BSE LIVE 15:14 | 27 Jun||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 532425||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE256D01014|
|BSE LIVE 15:14 | 27 Jun||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors are pleased to present before you the Sixteenth Annual Reportalong with Audited Financial Statements of your Company for the year ended 31stMarch 2016.
The company incurred a cash loss of Rs. 23.19 lacs in the financial year underreview. The Company is optimistic of its business operations in the coming years throughits continued strategic planning. Your Directors expect to minimize the losses in futurethrough their efforts.
The Board of Directors does not recommend any dividend for the year.
The equity shares of the company are being traded on Bombay Stock Exchange. The paid upshare capital as on 31st March 2016 was Rs.381.47 Lacs consisting of 14073500equity shares of Rs. 2/- each and 100000 preference shares of Rs. 100 each. The Companyhas neither issued shares with differential voting rights nor sweat equity shares.
Change of Registered Office of the Company
During the Year the Company has changed its registered office from 09thK.M. Jansath Road Muzaffarnagar Uttar Pradesh U.P.-251001 to Near Moradabad DharamKanta Kanth Road Harthale Moradabad Uttar Pradesh-244001.
Alteration of Articles of Association of the Company
The special resolution for altering the Articles of Association of the Companysubstituting the new Articles of Association in place of the existing Articles ofAssociation based on the Companies Act 2013 which sets out the model Articles ofAssociation for a company limited by shares is proposed for the approval of the membersat the ensuing Annual General Meeting.
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Related Party Transactions
During the year the Company has not entered into any contracts /arrangements/transactions which could be considered material in accordance with the policyof the company on Material Related Party Transactions. The Policy on materiality ofrelated party transactions and dealing with related party transactions can be accessed onthe Companys website at the link www.genusprime.com.
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
Report On Corporate Governance
Your Company upholds the standards of governance and is compliant with the CorporateGovernance provisions as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Our report on Corporate Governance forms part of thisannual report and attached with this report. Certificate from the Statutory Auditors ofthe company viz. M/s. D. Khanna &. Associates Chartered Accountants confirming thecompliance with the conditions of Corporate Governance as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is included as a part of thisreport.
Further the Management Discussion and Analysis Report and CEO / CFO Certificate asprescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are also presented in separate sections forming part of the Annual Report.
Code of Conduct
All board members and senior management personnel have affirmed compliance with theprovisions of Code of Conduct of the Company on annual basis pursuant to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Code of Conduct is alsoplaced on Companys website www.genusprime.com.
Material Changes and Commitments affecting the Financial Position of the Companybetween the End of the Financial Year and the Date of this Report
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
Subsidiaries Joint Ventures and Associate Companies
The Company has three subsidiaries as on March 31 2016 and it has published theaudited consolidated financial statements for the financial year 2015-16 and the sameforms part of the Annual report for the financial year commencing from the 1st day ofApril 2015 and ending on the March 31 2016 pursuant to the Companies (Accounts)Amendment Rules 2014 issued vide notification dated October 14 2014. The consolidatedfinancial statements presented by the company include financial information of itssubsidiaries Sansar Infrastructure Private Limited Sunima TradingPrivate Limited and Star Vanijya Private Limited prepared in compliancewith applicable Accounting Standards. Further a statement containing salient features ofthe financial statement of our subsidiaries in the prescribed format Form AOC-1 isattached as Annexure A.
In accordance with Section 136 of Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of thecompany and audited accounts of the subsidiary are available on the website of the companyat www.genusprime.com.
The Policy for determining material subsidiaries may be accessed on the Companyswebsite at the link www.genusprime.com.
Risk Management and Internal Control Systems
The company has laid down a procedure to inform Board members about the risk assessmentand minimization procedures. The Board has also constituted a Risk Management Committeewhich is responsible for monitoring and reviewing of the risk. The Board of Directors haveframed the Risk Management Policy to anticipate and report potential risk in time andproper implementation of control to mitigate the negative impact of risk.
Whistleblower and Vigilance Mechanism
Your Company has formulated and implemented a Whistleblower and VigilancePolicy with a view to provide a mechanism for directors and employees of the Companyto approach the Vigilance Officer / Chairperson of the Audit Committee of the Company.Under this mechanism Whistleblower can report the concerns of unethical behaviour actualor suspected fraud or violation of the Companys code of conduct or ethics policy.Any actual or potential fraud or violation of the Companys Codes/Policies howsoeverinsignificant or perceived as such remains a matter of serious concern for the Company.The Company takes appropriate action against any Officer whose actions are found toviolate the Code or any other policy of the Company after giving him a reasonableopportunity of being heard. The Whistleblower and Vigil Mechanism Policy has been uploadedon the website of the company and can be accessed at the link www.genusprime.com.
Prevention of Insider Trading
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 and to prevent Insiders from procuringcommunicating providing or allowing access to unpublished price sensitive informationunless required for discharge of duties the Company has formulated and adopted the codeof conduct ("the Code") for regulating monitoring and reporting of trading byinsiders with effect from 15th May 2015. The Company has received anaffirmation for compliance with the Code from all the designated persons as defined inthe Code.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Simpal Agarwal Non Independent and Non-ExecutiveDirector of the Company retire by rotation at the ensuing Annual General Meeting and shebeing eligible has offered hereself for re-appointment. The brief resume of Directorseeking appointment/ reappointment is given in the Notice of the AGM.
Pursuant to Sections 196 197 198 203 and other applicable provisions of theCompanies Act 2013 and the rules made thereunder read with Schedule- V of the CompaniesAct 2013 and Articles of Association of the Company Mr. Amit Agarwal (DIN: 00016133) beand is hereby appointed as Whole Time Director & Chief Executive Officer of theCompany with effect from 15th August 2016 to 14th August 2021 upon theterm(s) and condition(s) as mutually decided by the Board of Directors and Mr. AmitAgarwal.
Key Managerial Personnel
Mr. Amit Agarwal Whole time Director & Chief Executive Officer Mr. Pradeep KumarCFO and Mr. Pulkit Ahuja Company Secretary of the Company are the Key ManagerialPersonnel as per the provisions of the Companies Act 2013.
Number of Board Meetings Held
During the Financial Year 2015-2016 the Board of Directors of the Company met 5 (five)times on 15 th May 2015 29 th May 2015 14 th August201506 th November 2015 and 12 th February 2016.
Further a separate meeting of the Independent Directors of the Company was also heldon 12 th February 2016 where at the prescribed items enumerated underschedule IV to the companies act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 were discussed.
Further detail of board meeting has been provided in the Corporate Governance Report.
Committees of the Board
The Board has constituted three committees Audit Committee Nomination and RemunerationCommittee and StakeholdersRelationship Committee to manage the work of the Board ineffective manner and to deal with urgent or special issues/matters and in compliance withthe requirements of the relevant provisions of applicable laws and statutes. A detailednote on Board and its committees terms of reference etc. is provided under the CorporateGovernance Report section of this Report.
In line with the statutory requirements enshrined under the Companies Act 2013 and theSEBI (Listing Obligations and disclosure Requirements) Regulations 2015 the Boardcarried out performance evaluation of itself its committees the Chairman and each of theother directors.
All the Directors and the Board as a whole and its committees were evaluated on thebasis of framework adopted by the Board of the Company. The Board and the performance ofcommittees was evaluated after taking inputs and recommendations from all the directors onthe basis of the criteria such as the composition and structure effectivenessfunctioning governance level of engagement contribution of time & effortsindependence of judgment etc.
The Nomination and Remuneration Committee also reviewed the performance of theindividual directors on the basis of the criteria such as the performance of specificduties obligations and governance level of engagement independence of judgment andcontribution of the individual director to the Board and committee meetings. Theperformance of the Independent Directors and Non-Independent Directors was evaluatedseparately.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wereevaluated taking into account the views of executive directors and non-executivedirectors.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates and related matters are uploaded on the website of the Companyat the link www.genusprime.com.
Offer for sale of shares by Promoters
In compliance with Minimum Public Shareholding as per Rule 19A of Securities Contracts(Regulations) Rules 1975 read with Regulations 38 of SEBI (Listing Obligation andDisclosure Regulations) 2015 one of the promoter group come out with offer for sale ofEquity Shares of 675000 shares face value of Rs. 2/- each representing 4.80% of theShare Capital through separate window provided by BSE Limited in accordance with Clause5(b) of the SEBI Circular No. CIR/MRD/DP/18/2012 dated July 18 2012 as amended byCirculars nos. CIR/MRD/DP/04/2013 dated January 25 2013 CIR/MRD/DP/17/2013 dated May 302013 CIR/MRD/DP/24/2014 dated August 8 2014 CIR/MRD/DP/31/2014 dated December 1 2014CIR/MRD/DP/12/2015 dated June 26 2015 and CIR/MRD/DP/36/2016 dated February 15 2016("SEBI OFS circulars") in order to comply Minimum Public ShareholdingRequirement.
However response was negligible as bids were received from 37470 Equity Shares of Rs.2 each representing 0.27% of total share capital.
Company Policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes independence.
The company has adequate policy for appointment and remuneration of its Directors. Themanaging director whole-time director/executive director are appointed taking intoaccount their skills knowledge personal and professional ethics and does not appoint orcontinue the employment of any person as managing director or whole-timedirector/executive director who-
a. is below the age of twenty-one years or has attained the age of seventy years:
b. is an undischarged insolvent or has at any time been adjudged as an insolvent;
c. has at any time suspended payment to his creditors or makes or has at any timemade a composition with them; or
d. has at any time been convicted by a court of an offence and sentenced for a periodof more than six months.
Their terms and conditions of such appointment and remuneration payable are approved bythe Board of Directors at a meeting subject to approval of the shareholders at the nextgeneral meeting of the Company and by the Central Government in case such appointment isat variance to the conditions specified in that Schedule. All the other provisions undersection 196197 and rules as applicable of Companies Act 2013 are considered for theirappointment and remuneration.
The Nomination and Remuneration Committee has laid down the evaluation criteria forperformance evaluation of independent directors. The performance evaluation of independentdirectors is done by the entire Board of Directors (excluding the director beingevaluated).On the basis of the report of performance evaluation it is determined whetherto extend or continue the term of appointment of the independent director.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 yourDirectors hereby state and confirm that:
(i) in the preparation of annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and of the profitand loss of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and
(iv) the annual accounts are prepared on a going concern basis.
(v) they have laid down internal financial controls in the company that are adequateand were operating effectively.
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively
Auditors and Auditors Report
(1) Statutory Auditors
The Auditors M/s. D. Khanna & Associates Chartered Accountants hold office untilthe conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.The Audit Committee and the Board of Directors of the Company have recommended there-appointment of M/s. D. Khanna & Associates Chartered Accountants as the StatutoryAuditors of the Company. The Company has received a letter from them to the effect thattheir reappointment if made would be within the limit prescribed under Section 141(3)(g)of the Companies Act 2013 and that they are not disqualified for re-appointment. The
Notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any comments/explanations.
(2) Secretarial Audit
According to the provisions of section 204 of Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as anAnnexure-B of this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
Corporate Social Responsibility
In terms of reference to Section 135 of Companies Act 2013 the company does not needto constitute a Corporate Social Responsibility Committee .Your Directors have immensepleasure in sharing that the company has always been earnest for contributing towards thebetterment of society. The Company strives to achieve a fine balance between socialenvironmental and economic benefits to the communities in which it operates.
Extract of Annual Return
As provided under Section 92(3) of the Companies Act 2013 the extract of annualreturn is given in Annexure -C in the prescribed Form MGT-9 which forms part of thisreport.
Listing of Shares
The shares of the Company are listed on the BSE Limited (BSE).
Subsequent to the notification of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing
Regulations) during the year the Company has entered into "Uniform ListingAgreement" with BSE Limited in order to carry out a novation of the erstwhile ListingAgreement.
Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo.
The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is not applicable as at present yourCompany does not have any business operations.
Particulars of Employees and Other Related Disclosures
In terms of the provision of Section 197 (12) of the Companies Act 2013 read with rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be furnished upon request. In terms of provisoto Section 136(1) of the Companies Act 2013 the Annual Report is being send to theshareholders excluding the information as aforesaid. The said statement is available forinspection by the Members at the Registered Office of the company during business hours onworking days of the Company up to the date of ensuing Annual General Meeting.
The Directors wish to place on record their deep sense of appreciation to all theemployees of the company for their support given to the management of the company. YourDirectors also acknowledges gratefully the shareholders for their support and confidencereposed on the Company.
Annexure-A to the Directors Report
Pursuant to first proviso to Section 129(3) of the Companies Act 2013 read with rule 5of Companies (Accounts) Rules 2014 Statement containing salient features of the financialstatement of subsidiaries/associates/joint ventures
Part "A" Subsidiaries :
Part "B" Associates and Joint Ventures- Not Applicable
FORM NO. MR-3
Secretarial Audit Report
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016.
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Genus Prime Infra Limited
(Formerly Gulshan Chemfill Limited) Near Moradabad-Dharam Kanta
Kanth Road Harthala Moradabad-244001 (U.P.)
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Genus Prime Infra Limited(hereinafter called "the company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on our verification of Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2016(audit period) complied with the statutory provisions listed hereunder and also that thecompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter.
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ("SCRA") and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (v) The following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act 1992 ("SEBI Act"):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and the SEBI (Prohibition of Insider Trading) Regulations 2015 notifiedon 15-01-2015 and effective from 15-05-2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employees Stock Option Scheme andEmployees Stock Purchase Scheme) Guidelines 1999 and the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014- notified on 28-10-2014 (Notapplicable to the company during the audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the company during the audit period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;(Not applicable as the Company is not registered as Registrar to Issue and Share transferAgent during the audit period);
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the company during the audit period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the company during the audit period);
(vi) There being no business activity within the company during audit period thecompany had a few employees only and that during audit period no industrial and speciallaws otherwise were applicable to the company.
(vii) We have also examined compliance with the applicable clauses/regulations of thefollowing:- (i) Secretarial Standards issued by The Institute of Company Secretaries ofIndia;
(ii) The Listing Agreements entered into by the company with Stock Exchanges;
(iii) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 notified on 02-09-2015 and effective from 01-12-2015subject to the following:-
(a) In response to SEBIs communication dated 18th May 2016 withrespect to companys public shareholding fell below threshold limit of 25% asrequired under Rule 19A of SCR 1957 and Regulation 38 of SEBI (LODR) 2015 the companyvide its letter dated 19.5.2016/21.5.2016 addressed to SEBI submitted the steps beingtaken to comply with the requirement and requested to grant one year extension for thesaid purpose. The SEBI has yet to reply in the matter.
(b) In respect of change of the Registered Office w.e.f. 14.3.2016 the e-Form INC-22which got delayed owing to incidental omission was filed in July 2016.
We further report that:
(i) The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
(ii) Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting. (iii) All decisions atBoard Meetings and Committee Meetings are carried out unanimously as recorded in theminutes of all such meetings.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
Genus Prime Infra Limited
(Formerly: Gulshan Chemfill Limited) Near Moradabad-Dharam Kanta
Kanth Road Harthala Moradabad-244001 (U.P.)
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 thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
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 for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Wherever 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.