Your Directors are pleased to present before you the Seventeenth Annual Report alongwith Audited Financial Statements of your Company for the year ended 31stMarch 2017.
(Rs. in Lacs)
|Particulars ||Current Year March 31 2017 ||Previous Year March 31 2016 |
|Revenue ||0.00 ||0.00 |
|Total expenses ||20.43 ||23.19 |
|Profit/ (Loss) before Exceptional and Extraordinary Items and Tax ||(12.18) ||(23.19) |
|Exceptional Items ||0.00 ||0.00 |
|Profit/ (Loss) before Extraordinary Items and Tax ||(12.18) ||(23.19) |
|Extraordinary Items ||0.00 ||0.00 |
|Profit before Tax ||(12.18) ||(23.19) |
|Tax Expenses ||0.00 ||0.00 |
|Profit/ (Loss) for the period ||(12.18) ||(23.19) |
|Earnings per share (after extraordinary items) (Basic) (In Rs.) ||(0.09) ||(0.16) |
|Earnings per share (after extraordinary items) (Diluted) (In Rs.) ||(0.09) ||(0.16) |
The Company incurred a cash loss of Rs. 12.18 lacs in the financial year under review.The Company is optimistic of its business operations in the coming years through itscontinued 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 2017 was Rs. 381.47 Lacs consisting of14073500 equity shares of Rs. 2/- each and 100000 preference shares of Rs. 100 each. TheCompany has neither issued shares with differential voting rights nor sweat equity shares.
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 anycontracts/arrangements/transactions which could be considered material in accordance withthe policy of the Company on Material Related Party Transactions. The Policy onmateriality of related party transactions and dealing with related party transactions canbe accessed on the 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 2017 and it has published theaudited consolidated financial statements for the financial year 2016-17 and the sameforms part of the Annual Report for the financial year commencing from the 1st day ofApril 2016 and ending on the March 31 2017 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 the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of the subsidiaries are available on the website of theCompany at 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 of Directors has framed the Risk Management Policyto anticipate and report potential risk in time and proper implementation of control tomitigate the negative impact of risk.
Whistle blower 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 behavior 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 Mr. Amit Agarwal (DIN: 00016133) Whole time Director of theCompany retire by rotation at the ensuing Annual General Meeting and he being eligiblehas offered himself for re-appointment. The brief resume of Director seekingappointment/reappointment is given in the Notice of the AGM
Key Managerial Personnel
Mr. Amit Agarwal Whole Time Director & Chief Executive Officer Mr. Hukam SinghChief Financial Officer and Mr. Kunal Nayar Company Secretary of the Company are the KeyManagerial Personnel as per the provisions of the Companies Act 2013. Mr. Kunal Nayar wasappointed as Company Secretary of the Company w.e.f. 1st February 2017 inplace of Mr. Pulkit Ahuja who resigned from the post w.e.f. 1st February 2017.Further Mr. Pradeep Kumar Chief Financial Officer (CFO) of the Company has resigned fromthe post w.e.f. 14th November 2016.
Number of Board Meetings Held
During the Financial Year 2016-2017 the Board of Directors of the Company met 5 (five)times on 26th May 2016 13th August 2016 14thNovember 2016 01st February 2017 and 10th February 2017.
Further a separate meeting of the Independent Directors of the Company was also heldon 18th February 2017 where at the prescribed items enumerated under scheduleIV to the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 were discussed.
Further details of board meetings have been provided in the Corporate GovernanceReport.
Committees of the Board
The Board has constituted three committees Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship 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 wasevaluated taking into account the views of Executive and Non-Executive Directors.
The details of programme for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates and related matters are uploaded on the website of the Company at thelink www.genusprime.com.
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 time madea composition with them; or d has at any time been convicted by a court of an offence andsentenced for a period of 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 196 197 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 2017 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 limits prescribed under Section141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment. The Notes on Financial Statements referred to in the Auditors Reportare self-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 BSE Limited (BSE).
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 provision of Section 197 (12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be furnished upon request. In terms of proviso toSection 136(1) of the Companies Act 2013 the Annual Report is being sent 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.
| || ||For and on behalf of the Board of Directors |
| ||Simpal Agarwal ||Amit Agarwal |
| ||Director ||Whole Time Director & CEO |
|31st July 2017 Moradabad ||DIN: 03072646 ||DIN: 00016133 |