Your Directors have pleasure in Presenting their 27th Annual Report of the Companytogether with the Audited Financial Statements of your company for the financial yearended 31st March 2019.
FINANCIAL HIGHLIGHTS & SUMMARY:
(Rs. In Rupees)
|Particulars ||Current Year ||Previous Year |
| ||(2018-19) ||(2017-18) |
| ||(ind AS) || |
|Gross Sales/Turnover ||150815556 ||141646420 |
|Other Income ||64557 ||216129 |
|Profit/(Loss) before Interest ||4267758 ||3364575 |
|Depreciation and Tax || || |
|Depreciation ||1299220 ||1275416 |
|Profit (Loss) Before Tax ||2235016 ||2006397 |
|Less: current tax ||643209 ||509440 |
|Deferred Tax Liability ||(1054603) ||186841 |
|Profit (Loss) After Tax ||2646411 ||1310116 |
|Add: Profit(Loss) brought forward from last year ||25251202 ||23938948 |
|Amount available for appropriation ||27897613 ||25249064 |
|Appropriations || || |
|Balance Carried forward to Balance Sheet ||28094113 ||25445564 |
STATEMENT OF COMPANY'S AFFAIRS & OPERATIONAL REVIEW:
During the year under review the financial statements are prepared in accordance withIndian Accounting Standards ( ind AS) .
In association with The Agricultural Marketing Department of The Telangana State Govtthe company is handling the MANAKURAGAYALU PROJECT and is operating nine out lets for saleof Vegetables/fruits/ Dairy items.
The sales turnover of the company is increased by Rs 9017564/- over thecorresponding year resulting in 6.35% growth over the previous year. The company is alsosupplying Fruits and vegetables to the Canteens of a Govt of India Undertaking. Thecompany is also doing sales under B to B model. Their Company is in the process ofdeveloping e. Commerce in Fruits and vegetables.
In the F Y 18-19 the customer's base is also increased.
In the coming year the company envisages to handle end to end operations ofMANAKURAGAYALU PROJECT by establishing collection centers grading & packing housescold storages and distribution points.
During the year under review the company has spent Rs 5266553/- towards purchase ofvehicles. Thus in the F Y 18-19 the company has spent Rs 5266553/- towards CAPEX.
TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to theReserves for the financial year ended 31st March 2018.
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.
NAMES OF COMPANIES CEASED TO BE SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES OFTHE COMPANY:
During the Financial year 2018-2019 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.
CHANGES IN SHARE CAPITAL:
There is no changes in Share Capital of the Company during the Financial year 2018-19.
NO. OF MEETINGS OF THE BOARD:
Nine Board Meetings were held during the Financial Year 2018-19. The dates of the BoardMeetings and other details are as below:
1. 30th May 2018
2. 14th August 2018
3. 25th August 2018
4. 05th September 2018
5. 14th November 2018
6. 14th December 2018
7. 02nd January2019
8. 07th February 2019
9. 14th February 2019
Attendance of Director for the aforementioned Meetings:
|S.No ||Name of the Director ||No. of Board Meetings attended |
|1. ||Rajesh Naidu Munirathnam ||09 |
|2. ||Vundayala Jayanthi Reddy ||09 |
|3. ||Sagi Venkata Vanshi Krishna ||09 |
|4. ||K. Sandeep Kumar ||09 |
|5. ||D. Rajeswari ||09 |
The Paid-up Share Capital of your Company stands at Rs. 89961000/- (Eight croresninety nine lakhs sixty one thousand only) as on 31st March 2019. There were noallotments during the financial year 2018-19.
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 2019 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 2019and 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 2019 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 2018-19 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:
|Name of Directors / Key Managerial Personnel ||Appointment ||Resignation |
|K.V.S.S.R. Prasad (CFO) ||29th June 2017 ||22nd February 2019 |
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. K. Sandeep Kumar Chairman Mr. M. Rajesh NaiduMember and Mr. SagiVenkataVanshi Krishna Member. All the recommendations made by theAudit Committee were accepted by the Board.
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.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of Mr. K. Sandeep Kumar ChairmanMrs. D. Rajeswari 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. K. Sandeep Kumar Chairman Mr.Rajesh Naidu Member and Mrs. D. Rajeshwari 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.
The Company has adopted a policy on Vigil Mechanism and the same was hosted on thewebsite of the Company
In Pursuance to the provisions of Section 139 of the Companies act 2013 N G Rao andAssociates Chartered Accountants bearing Firm Registration No.009399S as StatutoryAuditors of the company from the conclusion of this 27th Annual General Meeting until theConclusion of 32nd Annual General Meeting and to authorize Board to fix theirremuneration.
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 |
|1.The Company had advanced certain amounts as Inter-Corporate loans totaling Rs.1037.35 lakhs which are outstanding since long time. In our opinion Company's efforts in recovering the same are not fully yielding desired results. The Management is yet to assess the change in risk of default and resultant expected credit loss allowance on such loans and advances. Had the aforesaid assets been provided for impairment loss after tax for the year ended on March 31 2019 would have been higher by Rs.1037.35 lakhs other equity would have been lower by Rs.1037.35 lakhs ||We shall recover the amount in the current Financial Year. |
|2.The Company had given advances for land totaling Rs.641.11 lakhs which are outstanding since long time. Considering the fact that these are outstanding since long time and company's efforts in recovering the same are not fully yielding desired results. The possible loss on account of this has not been recognized in the Financial Statements. ||The Company has appointed a separate team to recover the amounts. |
The Board has appointed Jyoti Mehta of practicing Company Secretary Calcutta as theSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial yearended 31st March 2019 in compliance with the provisions of Section 204 of the CompaniesAct 2013.
The report of the Secretarial Audit Report by Jyoti Mehta in Form MR-3 is enclosed asAnnexure 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 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 2019 to the date of signing of theDirector's Report.
A detailed Report on Corporate Governance Management Discussion and Analysis Reportand the Certificate from the Auditors of your Company regarding compliance of conditionsof Corporate Governance as stipulated under Schedule V of SEBI (LODR) Regulations 2015forms 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:
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the schedule IV ofthe Companies Act 2013 and the corporate governance requirements as prescribed bySecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Directors evaluation was broadly based on the parameters such asunderstanding of the Company's vision and objective skills knowledge and experienceparticipation and attendance in Board/ Committee meetings; governance and contribution tostrategy; 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 performance ofnon-independent directors performance of the board as a whole and performance of thechairman after taking in to account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated
DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
During the Financial year ended 31st March 2018 the Company has neither received anycomplaints nor there are any pending complaints pertaining to sexual harassment.
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 equipment's:
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 duringthe 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
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 VittalWadi Narayanaguda ||# 90 Lumbini SLN Springs |
|Hyderabad. ||Beside SLN Terminus Gachibowli |
| ||Serilingampally KV Rangareddy |
| ||Hyderabad - 500 032 TG IN |