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Genesis IBRC India Ltd.

BSE: 514336 Sector: Others
NSE: N.A. ISIN Code: INE194N01016
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NSE 05:30 | 01 Jan Genesis IBRC India Ltd
OPEN 11.02
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VOLUME 1235
52-Week high 11.02
52-Week low 7.46
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.02
CLOSE 11.02
VOLUME 1235
52-Week high 11.02
52-Week low 7.46
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Genesis IBRC India Ltd. (GENESISIBRC) - Director Report

Company director report

Your Directors have the pleasure of presenting this 28th Annual Report alongwith the Audited Financial Statements and the Auditor's Report thereon for the FinancialYear ended 31st March 2020.

FINANCIAL PERFORMANCE:

(Rs.)

Particulars 2019-20 2018-19
Gross Total Income 0 520000
Other Income 0 0
Profit before Finance Cost depreciation and taxation (1044545) (547993)
Financial Expenses 0 0
Depreciation 0 0
Profit Before Exceptional Items and Taxation (1044545) (547993)
Exceptional Items 0 0
Profit Before Taxation (1044545) (547993)
Provision of Taxes 0 0
Profit After Taxation (1044545) (547993)
Other Comprehensive income 0 (1000000)
Total Comprehensive income for the period (1044545) (1547993)
Earnings per share
-Basic (0.08) (0.12)
-Diluted (0.08) (0.12)

TRANSFER OF AMOUNT TO RESERVES:

No amount has been transferred to reserves during the year.

DIVIDEND:

Your Directors does not recommend any dividend for the financial year.

DIRECTORS:

Pursuant to the provisions of Sections 152 of the Companies Act 2013 and the Articlesof Association of the Company K. Ratnakara Rao (DIN: 06376269) Director retires byrotation at the ensuing Annual General Meeting and being eligible offer himself / herselffor re-appointment. The Board recommends the reappointment of K. Ratnakara Rao for theconsideration of the members of the Company at the ensuing Annual General Meeting.

Based on the recommendation of Nomination and Remuneration committee the Board ofDirectors have appointed Mr. Prasad Kalluri (DIN: 07780628) and Mr. Mohammed Baba (DIN:08422704) as and Additional Directors of the Company in the board meeting held on 26thDecember 2019 who holds office till the ensuing Annual General Meeting. The Boardconsidered the appointment of Mr. Prasad Kalluri (DIN: 07780628) and Mr. Mohammed Baba(DIN: 08422704) as an Independent Directors subject to approval of shareholders.Accordingly a resolution seeking approval of shareholders for aforesaid appointment as anIndependent Directors for a period of five years commencing from 01st January2020. A Resolution along with explanatory statement to that affect has been given in thenotice to 28th AGM.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 (b) of SEBI (LODR) Regulations 2015.

BOARD MEETINGS:

The Board of Directors met 7 times during the year on 01-04-2019 30-05-201913-08-2019 24-08-2019 14-11-2019 26-12-2019 and 14-02-2020. The maximum gap between anytwo meetings was less than 120 days as stipulated under the Companies Act 2013 andRegulation 17 (2) of SEBI (LODR) Regulations 2015.

STATUTORY AUDITORS:

M/s. Ramasamy Koteswara Rao & Co. LLP Chartered Accountants who were appointed asStatutory Auditors of the Company at the 23rd Annual General Meeting (AGM) heldon 30th September 2015 to hold office as such till the conclusion of ensuing28th Annual General Meeting. The term of the said Statutory Auditors shallexpire at the ensuing Annual General Meeting of the Company.

Further pursuant to section 139 of the Companies Act 2013 read with Companies (Auditand Auditors) Rules 2014 M/s. Ramasamy Koteswara Rao & Co. LLP CharteredAccountants being eligible offer themselves for reappointment for another period of 5(Five) years in accordance with the provisions of the Companies Act 2013 and the rulesmade thereunder. The Company has also received written consent from the auditors and aconfirmation to the effect that their re-appointment if made would be within the limitsprescribed under the section 141 of the Companies Act 2013 and the rules made thereunder.

Accordingly the appointment of M/s. Ramasamy Koteswara Rao & Co. LLP CharteredAccountants as the Statutory Auditors is placed before the shareholders for theirapproval.

AUDITORS REPORT

There are no qualifications reservations or adverse remarks made by M/s. RamasamyKoteswara Rao & Co LLP Chartered Accountants statutory auditors in their report forthe financial year ended 31st March 2020.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company under subsection (12) of section 143 of the Companies Act 2013 during theyear under review

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of Nomination and Remunerationcommittee has reappointed M/s. NSVR & Associates Chartered Accountants Hyderabad areInternal Auditors of your Company. The Auditors are submitting their reports on quarterlybasis.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P S Rao & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial

Audit Report is annexed herewith as "Annexure I" and forms an integralpart of the Board's Report.

RISK MANAGEMENT FRAMEWORK:

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The present financial position of your Company does not mandate the implementation ofcorporate social responsibility activities pursuant to the provisions of Section 135 andSchedule VII of the Companies Act 2013. The Company will constitute CSR Committeedevelop CSR policy and implement the CSR initiatives whenever it is applicable to theCompany.

AUDIT COMMITTEE:

The Board has constituted Audit Committee as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The composition attendance powers and role of the Audit Committee areincluded in Corporate Governance Report. All the recommendations made by the AuditCommittee were accepted by the Board of Directors.

Composition of Audit Committee as follows:

Name of the Director Category
*M V Sridhar Kumar Chairman
*V Y Krishna Rao Member
K Ratnakararao Member
#Prasad Kalluri Chairman
#Mohammed Baba Member

*Directorship Term of Mr. M V Sridhar Kumar & Mr. Y V Krishna Rao has been expiredon 02.01.2020

#Mr. Prasad Kalluri & Mr. Mohammed Baba are appointed as member of the Committeew.e.f 01.01.2020 vide board meeting dated 26.12.2019

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014

A. Conservation of Energy:

Being a wholesale and retail trading company and not involved in any industrial ormanufacturing activities the Company's activities involve very low energy consumption andhas no particulars to report regarding conservation of energy. However efforts are madeto further reduce energy consumption.

B. Technology Absorption : NIL

C. Foreign Exchange Earnings & Outgo : (In Rs. Lakhs)
2019-20 2018-19
Foreign Exchange earnings Nil Nil
Foreign Exchange outgo Nil Nil

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance and the Directors individually as well asthe evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors who also reviewed the performanceof the Secretarial Department. The Directors expressed their satisfaction with theevaluation process.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures. TheInternal Audit Reports were reviewed periodically by Audit Committee as well as by theBoard.

Further the Board annually reviews the effectiveness of the Company's internal controlsystem. The Directors and Management confirm that the Internal Financial Controls (IFC) isadequate with respect to the operations of the Company. A report of Auditors pursuant toSection 143(3) (i) of the Companies Act 2013 certifying the adequacy of InternalFinancial Controls is annexed with the Auditors report.

SUBSIDIARIES/ASSOCIATES COMPANIES/ JOINT VENTURES:

The Company has no Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March2020.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andRegulation 19 of SEBI (LODR) Regulations 2015 to recommend a policy of the Company ondirectors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters and toframe proper systems for identification appointment of Directors & KMPs Payment ofRemuneration to them and Evaluation of their performance and to recommend the same to theBoard from time to time. The policy is also posted in the investors section of thecompany's website.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant to and in compliancewith Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and pursuant to Section 178 of the Companies Act 2013. The main object of thisCommittee is to identify persons who are qualified to become directors and who may beappointed in senior management of the Company recommend to the Board their appointmentand removal and shall carry out evaluation of every Director's performance recommend theremuneration package of both the Executive and the Non-Executive Directors on the Boardand also the remuneration of Senior Management one level below the Board. The Committeereviews the remuneration package payable to Executive Director(s) and recommends to theBoard the same and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee the Board hasadopted and framed a Nomination and Remuneration policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Companies Act 2013 andSEBI Listing Regulations.

The remuneration paid to Directors Key Managerial Personnel and all other employees isin accordance with the Nomination and Remuneration policy of the Company.

The Nomination and Remuneration Policy and other matters provided in Section 178 (3) ofthe Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the CorporateGovernance Report which forms part of this Annual Report.

(b) Familiarization/Orientation program for Independent Directors:

It is the general practice of the Company to notify the changes in all the applicablelaws from time to time in every Board Meeting conducted.

The details of such familiarization programs for Independent Directors are posted onthe website of the Company http://www.genesisiiltd.com.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisionsof Sections 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.

PARTICULARS OF LOANS GUARANTEES AND 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.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in anenvironment free from all forms of harassment. The Company has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at workplace as per theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made there under. The policy aims to provide protectionto Employees at the workplace and prevent and redress complaints of sexual harassment andfor matters connected or incidental thereto with the objective of providing a safeworking environment where Employees feel secure. The Company has proper procedures inplace to address the concerns and complaints of sexual harassment and to recommendappropriate action.

The Company has not received any complaint on sexual harassment during the year.

DIRECTORS' 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 the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2019-20.

Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:

i. in the preparation of the annual financial statements for the year ended 31stMarch2020 the applicable accounting standards have been followed and there are no materialdepartures;

ii. accounting policies have been selected and applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company as at 31stMarch 2020 and of theprofit of the Company for the year ended on that date;

iii. proper and sufficient care have been taken for the maintenance of accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany for preventing & detecting fraud and/or other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. internal financial controls have been laid down by the Company and that suchinternal financial controls are adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Companyhttp://www.genesisiiltd.com.

RELATED PARTY TRANSACTIONS:

During the year under review there were no related party transactions. Hence adisclosure in Form AOC-2 is not applicable. As required under Regulation 46 (2) (g) ofSEBI (LODR) Regulations 2015 the Company has developed a Policy on Related PartyTransactions in accordance with provisions of all applicable laws for the purpose ofidentification and monitoring of such transactions. The Policy on dealing with relatedparty transactions is available on the website of the Company www.genesisiiltd.com

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract ofthe Annual Return in form MGT 9 is annexed to this report as ‘Annexure II'.

MANAGEMENT DISCUSSION AND ANALYSIS:

During the year under review your Company has not recorded any operational income. Asyou are aware those during the year under review your Company was engaged in the businessareas of biotechnology and/or pro-biotic products and due to various factors the Companyis not able to carry out its business activities effectively. Your Company has opted forcomplete diversification of its business operations by venturing into biotechnology and/orpro-biotic sector.

CORPORATE GOVERNANCE REPORT:

The Company has been making every endeavor to bring more transparency in the conduct ofits business. As per the requirements of the per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a compliance report on Corporate Governance for the year2019-20 and a Certificate from the Practicing Company Secretaries (M/s. PS Rao &Associates) is furnished which form part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review your Company has not paid any managerial remuneration.Hence the disclosures in terms of provisions of Section 197(12) of the Companies Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 relating to remuneration are not applicable for the Company forthe financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No orders passed by the Any Regulator / Courts which would impact the future operations/ going concern status of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the Financial Year 2019-20 of the Companyand the date of the report.

POLICY ON MATERIAL SUBSIDIARIES:

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as approved by the Board is uploaded on the website of theCompany http://www.genesisiiltd.com.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to record their appreciation for the continuoussupport and co-operation extended by the customers and bankers. The Directors alsoacknowledge the confidence reposed by the investors and shareholders in the Company.

By Order of the Board
Hyderabad 25th August 2020 Sd/-
K Ratnakara Rao
Chairman of the Meeting

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