To
The Members,
Genera Agri Corp Limited Hyderabad, Telangana,
India
The Board of Directors hereby submits the report of the business and operations of your
Company ('the Company' or 'Genera') along with the audited "Financial
statement for the Fiscal Year ended March 31,2021
Financial Performance:
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 |
6,36,33,774 |
12,28,12,769 |
Other Income |
19 |
12,621 |
Profit/(Loss) before Interest, Depreciation and Tax |
18,85,908 |
24,80,403 |
Depreciations Interest |
9,60,659 |
12,90,136 |
Profit (Loss) Before Tax |
9,25,249 |
11,90,267 |
Less: current tax |
2,58,097 |
3,09,000 |
Deferred Tax Liability |
(53,369) |
(48000) |
Profit (Loss) After Tax |
6,13,783 |
8,33,268 |
Add: Profit(Loss) brought forward from last year |
2,89,75,541 |
2,79,45,773 |
Amount available for appropriation |
2,93,92,824 |
2,87,79,041 |
Appropriations |
|
|
Balance Carried forward to Balance Sheet |
2,95,89,324 |
2,89,75,541 |
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company during
the 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 of
the Company which have occurred during the end of the Financial Year of the Company to
which 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 the
Regulators, Courts or Tribunals, which impacts the going concern status and company's
operations 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 and
Education 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 1st
April 2020 to 31st March, 2021. The dates on which Board meeting were held are 30the June
2020, 3rd September, 2020, 16th November, 2020 23rd November, 2020, 7th December, 2020,
1st February 2021 and 13th February 2021.
9. Appointment/Re-Appointment/Resignation/Retirement of Directors/CEO/CFO/Key
Managerial Personal:
Mr. N.S. Sastry retires by rotation and is being eligible offers himself for
re-appointment
Ms.Somya Garg Appointed as company Secretary & Compliance officer of the
Company w.e.f 1st February, 2021
As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 brief
Particulars 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 Preferential
Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the
Securities 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 in
the nature of Business.
13. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March
31,2021 and as such, no amount of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial Year ended March
31,2021, there has been no non-compliance with the requirements of the Act
14. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that
the transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members holding
shares in physical mode are advised to avail of the facility of dematerialization from
either of the depositories. The Company has, directly as well as through its RTA, sent
intimation to shareholders who are holding shares in physical form, advising them to get
the shares dematerialized.
15. Board Evaluation:
The Board of Directors of the Company carried out annual evaluation of its own
performance, Committees of the Board and individual Directors pursuant to various
provisions under the Act, Regulation 17, 19 and Schedule II of the Listing Regulations,
the SEBI circular dated January 5, 2017, circular dated January 10, 2019, which provides
further clarity on the process of Board Evaluation ("SEBI Guidance Note") and
SEBI circular dated February 5, 2019.
The Company has implemented a system of evaluating performance of the Board of
Directors and of its Committees and individual Directors on the basis of a structured
questionnaire which comprises evaluation criteria taking into consideration various
performance related aspects.
16. Committees of the Board
There are various Board constituted Committees as stipulated under the Act and Listing
Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship .
17. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
18. Statutory audit and auditors report:
In Pursuance to the provisions of Section 139 of the Companies act, 2013, N G Rao and
Associates, Chartered Accountants bearing Firm Registration No.009399S resigned as
Statutory Auditors of the company.
On the Recommendation of Audit Committee, the Board of Directors at the Board Meeting
held 14.11.2021 appointed and recommended to the Members the appointment of M/s
Pundarikashyam and Associates Chartered Accountants, firm Regn No. 011330S be appointed as
the Statutory Auditors of the Company i.e., from the conclusion of this Annual General
Meeting 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 Act,
2013, the Board has appointed Jyoti Mohata, Practicing Company Secretaries (Membership
No.57184,C.P No.21606) has undertaken Secretarial Audit of the Company for financial year
ending 31.03.2021. The report of the Secretarial Auditor is enclosed herewith vide
Annexure-I of this Report. Secretarial Audit Report The Board has duly reviewed the
Secretarial Audit Report for the year ended March 31,2021 on the Compliances according to
the 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 the
provisions of Section 148(1) of the Act, are not applicable for the business activities
carried out by the Company.
21. No Frauds reported by statutory auditors
During the Financial Year 2020-21, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed 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 made
any default under Section 164(2) of the Act, as on March 31,2021.
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 provided
hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy 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 under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as
Annexure- IV to this report.
25. Risk management policy:
The Board of Directors had constituted Risk Management Committee to identify elements
of risk in different areas of operations and to develop policy for actions associated to
mitigate the risks. The Committee is responsible for reviewing the risk management plan
and ensuring its effectiveness. The major risks identified by the businesses and functions
are 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 is
provided in Annexure - I to this Report and is also available on the Company's website
URL: https://www.genera.in
27. Share capital of the company:
The Paid-up Share Capital of your Company stands at Rs. 8,99,61,000/- (Eight crores
ninety nine lakhs sixty one thousand only) as on 31st March, 2021. There were no
allotments during the financial year 2020-21.
28. Director's Responsibility Statement:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external agencies including audit of internal financial controls
over financial reporting by the statutory auditors and the reviews performed by the
management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and operating
effectively during the financial year 2020-21.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that for the financial year ended March
31,2021:
a) in the preparation of the annual accounts for the financial year ended 31 March
2021, the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as on 31 March 2021 and of the profit
and 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 accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws were
followed 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 compliance
with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations. The Company promotes ethical behaviour and has put in place a
mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism
and Whistle-blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct. Employees may report their
genuine concerns to the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee.
The policy provides for adequate safeguards against the victimisation of the employees
who use the vigil mechanism. The details of establishment of such mechanism has been
disclosed 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 year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.
31. Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively.
32. Insurance:
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 corporate
guarantee or provided any security during the year. Details of loans, guarantees and
investments covered under the provisions of Section 186 of the Act are given in the notes
to the financial statements.
34. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and standard
costing system. Moreover, the management team regularly meets to monitor goals and results
and scrutinizes reasons for deviations in order to take necessary corrective steps. The
Audit Committee which meets at regular intervals also reviews the internal control systems
with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the Statutory
Auditors 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 the
Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and
Remuneration Committee approved a policy on Director's appointment and remuneration,
including, criteria for determining qualifications, positive attributes, independence of a
Director and other matters. The said Policy extract is covered in Corporate Governance
Report which forms part of this Report and is also uploaded on the Company's website at
www.genera.in.
36. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required under section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration 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 the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
in a separate annexure forming part of this report. Further, the report and the accounts
are being sent to the members excluding
37. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
38. Industry based disclosures as mandated by the respective laws governing the
company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is 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 and
bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
41. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliance
with 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 the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention 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 and
Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the
annual report as Annexure VI.
44. Prevention of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy 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 made
thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The policy is
available on the website at www.palred.com.
As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual
harassment. During the year under review, there were no Complaints pertaining to sexual
harassment.
45. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to create
new green initiatives, electronic copy of the Notice of 29th Annual General Meeting of the
Company are sent to all Members whose email addresses are registered with the
Company/Depository Participant(s). For members who have not registered their e-mail
addresses, physical copies are sent through the permitted mode.
46. Appreciation & acknowledgment:
Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities. Your Directors also thanks the
employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to poise a
rapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other "financial institutions and shareholders of the Company
like SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the
Company.
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 |
|
|