Genera Agri Corp Limited Hyderabad Telangana
The Board of Directors hereby submits the report of the business and operations of yourCompany ('the Company' or 'Genera') along with the audited "Financialstatement for the Fiscal Year ended March 312021
The performance during the period ended 31st March 2021 has been as under:
FINANCIAL HIGHLIGHTS & SUMMARY:
(Figs in Rupees)
|Particulars ||Current Year (2020-21) (ind AS) ||Previous Year (2019-20) |
|Gross Sales/Turnover ||63633774 ||122812769 |
|Other Income ||19 ||12621 |
|Profit/(Loss) before Interest Depreciation and Tax ||1885908 ||2480403 |
|Depreciations Interest ||960659 ||1290136 |
|Profit (Loss) Before Tax ||925249 ||1190267 |
|Less: current tax ||258097 ||309000 |
|Deferred Tax Liability ||(53369) ||(48000) |
|Profit (Loss) After Tax ||613783 ||833268 |
|Add: Profit(Loss) brought forward from last year ||28975541 ||27945773 |
|Amount available for appropriation ||29392824 ||28779041 |
|Appropriations || || |
|Balance Carried forward to Balance Sheet ||29589324 ||28975541 |
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.
5. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.
6. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.
7. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor andEducation and Protection Fund for the financial year ended 31st March 2021.
8. Board Meetings:
The Board of Directors duly met seven ( 7) times during the Financial year from 1stApril 2020 to 31st March 2021. The dates on which Board meeting were held are 30the June2020 3rd September 2020 16th November 2020 23rd November 2020 7th December 20201st February 2021 and 13th February 2021.
9. Appointment/Re-Appointment/Resignation/Retirement of Directors/CEO/CFO/KeyManagerial Personal:
Mr. N.S. Sastry retires by rotation and is being eligible offers himself forre-appointment
Ms.Somya Garg Appointed as company Secretary & Compliance officer of theCompany w.e.f 1st February 2021
As required under Regulation 36(3) of the SEBI (LODR) Regulations 2015 briefParticulars of Directors seeking appointment/re-appointment are given as under:
|Name of the Director ||Mr. N.S. Sastry |
|Date of Birth ||19-08-1967 |
|Qualification ||Bachelor of Commerce |
|Expertise in Specific Functional Areas ||Agri and Agri related Activities |
|Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board ||- |
|Shareholding of non-executive Directors. - - No. of Shares held in the || |
|Name of the Director ||Mr. N.S. Sastry |
|Company - - Inter se relationship with any Director ||- |
|Shareholding of non-executive || |
|Directors. - - No. of Shares held in the || |
|Company - - Inter se relationship with any Director || |
|11. Details of utilization of funds: || |
During the year under review the Bank has not raised any funds through PreferentialAllotment or Qualified Institutions Placement as specified under Regulation 32(7A) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
11. Revision of financial statements:
There was no revision of the financial statements for the year under review.
12. Change in the nature of business if any:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
13. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March312021 and as such no amount of principal or interest on public deposits was outstandingas on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial Year ended March312021 there has been no non-compliance with the requirements of the Act
14. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate thatthe transfer except transmission and transposition of securities shall be carried out indematerialized form only with effect from 1st April 2019. In view of the numerousadvantages offered by the Depository system as well as to avoid frauds members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the depositories. The Company has directly as well as through its RTA sentintimation to shareholders who are holding shares in physical form advising them to getthe shares dematerialized.
15. Board Evaluation:
The Board of Directors of the Company carried out annual evaluation of its ownperformance Committees of the Board and individual Directors pursuant to variousprovisions under the Act Regulation 17 19 and Schedule II of the Listing Regulationsthe SEBI circular dated January 5 2017 circular dated January 10 2019 which providesfurther clarity on the process of Board Evaluation ("SEBI Guidance Note") andSEBI circular dated February 5 2019.
The Company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual Directors on the basis of a structuredquestionnaire which comprises evaluation criteria taking into consideration variousperformance related aspects.
16. Committees of the Board
There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship .
17. Audit Committee Recommendations:
During the year all recommendations of Audit Committee were approved by the Board ofDirectors.
18. Statutory audit and auditors report:
In Pursuance to the provisions of Section 139 of the Companies act 2013 N G Rao andAssociates Chartered Accountants bearing Firm Registration No.009399S resigned asStatutory Auditors of the company.
On the Recommendation of Audit Committee the Board of Directors at the Board Meetingheld 14.11.2021 appointed and recommended to the Members the appointment of M/sPundarikashyam and Associates Chartered Accountants firm Regn No. 011330S be appointed asthe Statutory Auditors of the Company i.e. from the conclusion of this Annual GeneralMeeting until the conclusion of 34th Annual General Meeting to be held in the year 2026.
19. Secretarial Auditor & Audit Report:
Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act2013 the Board has appointed Jyoti Mohata Practicing Company Secretaries (MembershipNo.57184C.P No.21606) has undertaken Secretarial Audit of the Company for financial yearending 31.03.2021. The report of the Secretarial Auditor is enclosed herewith videAnnexure-I of this Report. Secretarial Audit Report The Board has duly reviewed theSecretarial Audit Report for the year ended March 312021 on the Compliances according tothe provisions of Section 204 of the Companies Act 2013.
20. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
21. No Frauds reported by statutory auditors
During the Financial Year 2020-21 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.
22. Declaration by the Company
The Company has issued a certificate to its Directors confirming that it has not madeany default under Section 164(2) of the Act as on March 312021.
23. Conservation of energy technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
24. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated underRegulation 34 (e) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is annexed herewith asAnnexure- IV to this report.
25. Risk management policy:
The Board of Directors had constituted Risk Management Committee to identify elementsof risk in different areas of operations and to develop policy for actions associated tomitigate the risks. The Committee is responsible for reviewing the risk management planand ensuring its effectiveness. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continual basis.
26. Extract of Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure - I to this Report and is also available on the Company's websiteURL: https://www.genera.in
27. Share capital of the company:
The Paid-up Share Capital of your Company stands at Rs. 89961000/- (Eight croresninety nine lakhs sixty one thousand only) as on 31st March 2021. There were noallotments during the financial year 2020-21.
28. Director's Responsibility Statement:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external agencies including audit of internal financial controlsover financial reporting by the statutory auditors and the reviews performed by themanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and operatingeffectively during the financial year 2020-21.
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that for the financial year ended March312021:
a) in the preparation of the annual accounts for the financial year ended 31 March2021 the applicable accounting standards and schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as on 31 March 2021 and of the profitand loss of the Company for the financial year ended 31 March 2021 ;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.
29. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors have formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company promotes ethical behaviour and has put in place amechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanismand Whistle-blower policy under which the employees are free to report violations ofapplicable laws and regulations and the Code of Conduct. Employees may report theirgenuine concerns to the Chairman of the Audit Committee. During the year under review noemployee was denied access to the Audit Committee.
The policy provides for adequate safeguards against the victimisation of the employeeswho use the vigil mechanism. The details of establishment of such mechanism has beendisclosed on the website www.genera.in.
30. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
31. Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively.
The properties and assets of your Company are adequately insured.
33. Particulars of Loans Guarantees or Investments
During the year under review the Company has not given any loans or corporateguarantee or provided any security during the year. Details of loans guarantees andinvestments covered under the provisions of Section 186 of the Act are given in the notesto the financial statements.
34. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical andwell-defined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
35. Policy on director's appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of theCompanies Act 2013 the Board of Directors upon recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters. The said Policy extract is covered in Corporate GovernanceReport which forms part of this Report and is also uploaded on the Company's website atwww.genera.in.
36. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required under section 197of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure-V to this Report.
The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding
37. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
38. Industry based disclosures as mandated by the respective laws governing thecompany:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
39. Failure to implement corporate actions:
During the year under review no corporate actions were done by the Company.
40. Corporate insolvency resolution process initiated under the insolvency andbankruptcy code 2016.
No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.
41. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
42. Code of conduct for the prevention of insider trading:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https:// www. Genera.in
43. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report as Annexure VI.
44. Prevention of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ('POSH Act') and the Rules madethereunder. With the objective of providing a safe working environment all employees(permanent contractual temporary trainees) are covered under this Policy. The policy isavailable on the website at www.palred.com.
As per the requirement of the POSH Act and Rules made thereunder the Company hasconstituted an Internal Committee at all its locations known as the Prevention of SexualHarassment (POSH) Committees to inquire and redress complaints received regarding sexualharassment. During the year under review there were no Complaints pertaining to sexualharassment.
45. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 29th Annual General Meeting of theCompany are sent to all Members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.
46. Appreciation & acknowledgment:
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other "financial institutions and shareholders of the Companylike SEBI BSE NSDL CDSL Banks etc. for their continued support for the growth of theCompany.
|For and on behalf of the Board || |
|Genera Agri Corp Limited || |
|M. Rajesh Naidu ||M.Kalpana Raj |
|Managing Director ||Director |
|(DIN- 01920908) ||(DIN-02792601 |
|Place: Hyderabad || |
|Date: 06.11.2021 || |