Genera Agri Corp Ltd Directors Report.

To

The Members,

Your Directors have pleasure in Presenting their 27th Annual Report of the Company together with the Audited Financial Statements of your company for the financial year ended 31st March, 2019.

Financial Performance:

FINANCIAL HIGHLIGHTS & SUMMARY:

(Rs. In Rupees)

Particulars Current Year Previous Year
(2018-19) (2017-18)
(ind AS)
Gross Sales/Turnover 150,815,556 141,646,420
Other Income 64,557 216,129
Profit/(Loss) before Interest, 4,267,758 3,364,575
Depreciation and Tax
Depreciation 1,299,220 1,275,416
Profit (Loss) Before Tax 2,235,016 2,006,397
Less: current tax 643,209 509,440
Deferred Tax Liability (1,054,603) 186,841
Profit (Loss) After Tax 2,646,411 1,310,116
Add: Profit(Loss) brought forward from last year 25,251,202 23,938,948
Amount available for appropriation 27,897,613 25,249,064
Appropriations
Balance Carried forward to Balance Sheet 28,094,113 25,445,564

STATEMENT OF COMPANYS AFFAIRS & OPERATIONAL REVIEW:

During the year under review, the financial statements are prepared in accordance with Indian Accounting Standards ( ind AS) .

In association with, The Agricultural Marketing Department of The Telangana State Govt, the company is handling the MANAKURAGAYALU PROJECT and is operating nine out lets for sale of Vegetables/fruits/ Dairy items.

The sales turnover of the company is increased by Rs 90,17,564/-, over the corresponding year resulting in 6.35% growth over the previous year. The company is also supplying Fruits and vegetables to the Canteens of a Govt of India Undertaking. The company is also doing sales under B to B model. Their Company is in the process of developing e. Commerce in Fruits and vegetables.

In the F Y 18-19, the customers base is also increased.

In the coming year the company envisages to handle end to end operations of MANAKURAGAYALU PROJECT by establishing collection centers, grading & packing houses, cold storages and distribution points.

CAPITAL EXPENDITURE:

During the year under review, the company has spent Rs 52,66,553/- towards purchase of vehicles. Thus in the F Y 18-19, the company has spent Rs 52,66,553/- towards CAPEX.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the Reserves for the financial year ended 31st March, 2018.

DIVIDEND:

The Company has made profit during the year, however to conserve resources required for future plans in the coming years, your Directors do not recommend any dividend on the equity shares.

DEPOSITS:

During the year the Company has not accepted or repaid any deposits and at the end of the year no amount stands outstanding as Unpaid or unclaimed deposits.

NAMES OF COMPANIES CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES OF THE COMPANY:

During the Financial year 2018-2019, no company was ceased to be the Subsidiary, Joint Venture 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 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) 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 Board Meetings 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 January,2019

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

SHARE CAPITAL:

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, 2019. There were no allotments during the financial year 2018-19.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) That in the preparation of the annual accounts for the Financial year ended 31st March, 2019, the applicable accounting standards have been followed;

(b) That 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 the Company as at 31st March, 2019, and Profit and Loss Statement of the Company for that period;

(c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors have prepared the annual accounts for the financial year ended 31st March, 2019, on a going concern basis;

(e) That the directors have laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of 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 party transactions pursuant to section 188 of the Companys Act, 2013. Further there are no materially significant related party transactions made by the Company during the Financial Year 2018-19 which may have the potential conflict with the interest of the company at large.

Accordingly, there are no transactions that are required to be reported in Form AOC-2 and as such doesnt form part of the Report.

The Company has adopted a Related Party Transactions policy and the policy as approved by the board is uploaded on the Companys website www.genera.in

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not invested any amount, not granted any Loans / gave guarantees to any person or Body Corporate covered under section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

The disclosure pursuant to section 197(12) read with Rule 5 of Companies (Appointment and 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 Rule 5(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

AUDIT COMMITTEE.

The Audit Committee consists of Mr. K. Sandeep Kumar Chairman, Mr. M. Rajesh Naidu, Member and Mr. SagiVenkataVanshi Krishna, Member. All the recommendations made by the Audit Committee were accepted by the Board.

The Audit Committee of the Company has reviewed the audited financial statements for the 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, Chairman, Mrs. D. Rajeswari, Member and Mr. SagiVenkataVanshi Krishna, Member.

The Company follows a policy on remuneration of directors and other senior managerial personnels. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. More details of the same is given in the Corporate Governance Report.

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 of the security holders of the company which may arise due to any of the reasons cited in the Stake holders relationship Committee of the company.

VIGIL MECHANISM:

The Company has adopted a policy on Vigil Mechanism and the same was hosted on the website of the Company

AUDITORS:

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 as Statutory Auditors of the company from the conclusion of this 27th Annual General Meeting until the Conclusion of 32nd Annual General Meeting and to authorize Board to fix their remuneration.

AUDITORS REPORT

The Statutory Auditors of the Company have made the following qualifications in their Report. 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.1,037.35 lakhs, which are outstanding since long time. In our opinion, Companys 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.1,037.35 lakhs, other equity would have been lower by Rs.1,037.35 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 companys 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.

SECRETARIAL AUDITOR:

The Board has appointed Jyoti Mehta of practicing Company Secretary, Calcutta as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2019 in compliance with the provisions of Section 204 of the Companies Act, 2013.

The report of the Secretarial Audit Report by Jyoti Mehta in Form MR-3 is enclosed as Annexure III to this Report.

COST AUDITOR

The requirements of Cost Auditor is not required for the Company in Compliance to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit Rules) 2014,

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with respect to financial statements. During the year, such controls were tested and no reportable material weakness in 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 the Company.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2019 to the date of signing of the Directors Report.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of SEBI (LODR) Regulations 2015 forms part of this Report.

RISK MANAGEMENT POLICY:

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL:

The Company has complied with the requirements about code of conduct for Board members and 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 performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The Directors evaluation was broadly based on the parameters such as understanding of the Companys vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of non-independent directors, performance of the board as a whole and performance of the chairman after taking in to account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was 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 any complaints 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 Companies Act, 2013 read with the Rule 8 of Companies (Accounts) Rules 2014. Particulars required under 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, Computer terminals, Lighting and utilities in the work premises and the company has taken all the possible 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 alternate renewable sources.

(iii) The capital investment on energy conservation equipments:

There are no substantial additional investments and proposals for reduction in energy consumption 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 development or import substitution; Not Applicable

(iii) In case of imported technology(imported during the last three years reckoned from the beginning of the financial year): The company has not imported any technology during the 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

ACKNOWLEDGMENTS:

Your Directors express their appreciation for the support, trust and co-operation received from the banks, Government authorities, customers, suppliers, shareholders and other stakeholders during the year under review.

Your Directors acknowledge with gratitude the commitment and dedication of the employees 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