Your Directors are pleased to present before you the Nineteenth Annual Report alongwith Audited Financial Statements of your Company for the year ended 31st March 2019.
| || ||(Rs. in Lacs) |
|Particulars ||Current Year March 31 2019 ||Previous Year March 31 2018 |
|Revenue ||15.18 ||18.81 |
|Total expenses ||37.28 ||19.61 |
|Profit/ (Loss) before Exceptional and Extraordinary items and Tax ||(22.10) ||(0.80) |
|Exceptional Items ||0.00 ||0.00 |
|Profit/ (Loss) before Extraordinary items and Tax ||(22.10) ||(0.80) |
|Extraordinary Items ||0.00 ||0.00 |
|Profit before Tax ||(22.10) ||(0.80) |
|Tax Expenses ||0.00 ||0.00 |
|Profit/ (Loss) for the period ||(22.10) ||(0.80) |
|Earnings per share (after extraordinary items) (Basic) (In Rs.) ||(0.16) ||(0.01) |
|Earnings per share (after extraordinary items) (Diluted) (In Rs.) ||(0.16) ||(0.01) |
The Company incurred financial year under review. The Company is optimistic of itscashlossofRs.22.10lacs the business operations in the coming years through its continuedstrategic planning. Your Directors expect to minimize the losses in future through theirefforts.
The Board of Directors does not recommend any dividend for the year.
The equity shares of the Company are being traded on BSE Limited. The paid up sharecapital as on 31st March 2019 was Rs.381.47 Lacs consisting of 14073500 equity sharesof Rs. 2/- each and 100000 preference shares of Rs. 100 each. The Company has neitherissued shares with differential voting rights nor sweat equity shares.
Due to the allotment of 852940 Equity Shares of Rs. 2/- each issued at a price of Rs.3/- per equity share (including premium of Rs. 1 per equity share) on Rights basis on 14thMay 2019 the paid-up equity share capital of the Company has increased from Rs. 281.47Lacs divided into 14073500 equity shares of Rs. 2 each to Rs. 298.53 Lacs divided into14926440 equity shares of Rs. 2/- each.
Now the paid up share capital is Rs.398.53 Lacs consisting of 14926440 equityshares of Rs. 2/- each and 100000 preference shares of Rs. 100 each.
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.
The Company envisions becoming the leaders in all the areas of operations. Your Companyis holding certain strategic investment generally long term in nature and the board mayevaluate further opportunities in this regard with a view to enhance value for thestakeholders of the Company.
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 Company's 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 2016. The Code of Conduct is alsoplaced on Company's 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
The Board in their meeting held on 16th July 2018 approved raising of funds upto Rs.26 Lakhs (Rupees Twenty Six Lakhs only) by way of offer and issue of equity shares to theexisting shareholders of the Company on Rights basis (Rights Issue) at such issue priceand right entitlement ratio as may be decided by the Board in consultation with theMerchant Banker.
After the approval received for finalizingthe basis of allotment from BSE Limited(Designated Stock Exchange) on May 13 2019 the Rights Issue Committee of the Company onMay 14 2019 has approved the allotment of 852940 Equity Shares of Rs. 2/- each issuedat a price of Rs. 3/- per equity share (including premium of Rs. 1 per equity share)aggregating to Rs. 2558820 on rights basis to successful allottees.
Pursuant to above the paid-up equity share capital of the Company stands increasedfrom Rs. 281.47 Lacs divided into 14073500 equity shares of Rs. 2 each to Rs. 298.53Lacs divided into 14926440 equity shares of Rs. 2/- each.
No other material changes and commitments have occurred after the close of the yeartill the date 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 2019 and it has published theaudited consolidated financial statements for thefinancialyear 2018-19 and the same formspartoftheAnnualreportforthefinancialyear commencing from the 1st day of April 2018 andending on the March 31 2019 pursuant to the Companies (Accounts) Amendment Rules 2014issued vide notification dated October 14 2014. The consolidated financialstatementspresented by the Company include financial information of its subsidiaries SansarInfrastructure Private Limited' Sunima Trading Private Limited' and StarVanijya Private Limited' prepared in compliance with the applicable Accounting Standards.Further a statement containing salient features of the financial statement of oursubsidiaries in the prescribed format FormAOC-1 is attached as Annexure A. In accordancewith Section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of the subsidiaries are available on the website of the Company atwww.genusprime.com.
The Policy for determining material subsidiaries may be accessed on the Company'swebsite 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 Vigilance Policy'with a view to provide a mechanism for directors and employees of the Company to approachthe Vigilance Officer Company. Under this mechanism Whistleblower can report the concernsof unethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. Any actual or potential fraud or violation of the Company's
Codes/Policies howsoever insignificant or perceived as such remains a matter ofserious concern for the Company. The Company takes appropriate action against any Officerwhose actions are found to violate the Code or any other policy of the Company aftergiving him a reasonable opportunity of being heard. The Whistleblower and Vigil MechanismPolicy has been uploaded on the website of the Company and can be accessed at the linkwww.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. The Company has received an affirmation for compliance with the Code from allthe designated persons as defined in the 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 &CEO of the Company retire by rotation at the ensuing Annual General Meeting and he beingeligible has 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.
Number of Board Meetings Held
During the Financial Year 2018-19 the Board of Directors of the Company met 6 (Six)times on 18th April 2018 29th May 2018 29th June 2018 16th July 2018 14th August2018 14th November 2018 and 31st January 2019.
Further a separate meeting of the Independent Directors of the Company was also heldon 11th February 2019 where at the prescribed items enumerated under schedule IV to theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 were discussed.
Further details of board meetings have been provided in the Corporate GovernanceReport.
Committees of the Board
The Board has duly constituted four committees namely Audit Committee Nomination andRemuneration Committee Stakeholders' Relationship Committee and Rights Issue Committee tomanage the work of the Board in effective manner and to deal with urgent or specialissues/matters and in compliance with the requirements of the relevant provisions ofapplicable laws and statutes.
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 criteria such as the performance of specific dutiesobligations and governance level of engagement independence of judgment and contributionof the individual director to the Board and committee meetings. The performance of theIndependent Directors and Non-Independent Directors were evaluated separately.
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. Thedetails of programme for familiarization of Independent Directors with the Company theirroles 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 hasattained the age of seventy years: b. is an undischarged insolvent or has at any time beenadjudged as an insolvent; c. has at any time suspended payment to his creditors or makesor has at any time made a composition with them; or d. has at any time been convicted bya court of an offence and sentenced for a period of more than six months. Their terms andconditions of such appointment and remuneration payable are approved by the Board ofDirectors at a meeting subject to approval of the shareholders at the next generalmeeting of the Company and by the Central Government in case such appointment is atvariance to the conditions specified in that Schedule.
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 the 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 2019 and of the profit and lossof 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 compliancewith the provisions of all applicable laws and these are adequate and are operatingeffectively.
Auditors and Auditor's 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' 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.
Further Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2018 states that every listed company and its material unlisted subsidiariesshall undertake Secretarial Audit. The Company has three material unlisted subsidiariesnamely Sansar Infrastructure Private Limited Star Vanijya Private Limited and SunimaTrading Private Limited. Therefore in order to comply with this regulation the Companyhas conducted Secretarial Audit of these three material subsidiaries also. The SecretarialAudit Reports submitted by Company Secretary in Practice are enclosed as an Annexure-B(i)(ii) and (iii) of this report. The Secretarial Audit Reports does not contain anyqualification reservation or adverse remark.
(3) Secretarial Compliance Report
In compliance of Regulation 24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with SEBI Circular No. CIR/CFD/CMD/27/2019 datedFebruary 08 2019 the annual secretarial compliance report issued by Company Secretary inPractice for the financial year ended on March 31 2019 is enclosed as Annexure-C.
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-D 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
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 acknowledge gratefully the shareholders for their support and confidencereposed on the Company.
| ||For and on behalf of the Board of Directors || |
| ||Simple Agarwal ||Amit Agarwal |
| ||14th August 2019 Director ||Whole Time Director & CEO |
|Moradabad ||DIN: 03072646 ||DIN: 00016133 |