Genesis IBRC India Ltd Directors Report.

Your Directors have the pleasure of presenting this 28th Annual Report along with the Audited Financial Statements and the Auditors Report thereon for the Financial Year 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 Articles of Association of the Company, K. Ratnakara Rao (DIN: 06376269) Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself / herself for re-appointment. The Board recommends the reappointment of K. Ratnakara Rao for the consideration of the members of the Company at the ensuing Annual General Meeting.

Based on the recommendation of Nomination and Remuneration committee, the Board of Directors 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 26th December, 2019 who holds office till the ensuing Annual General Meeting. The Board considered 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 an Independent Directors for a period of five years commencing from 01st January, 2020. A Resolution along with explanatory statement to that affect has been given in the notice to 28th AGM.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

BOARD MEETINGS:

The Board of Directors met 7 times during the year on 01-04-2019, 30-05-2019, 13-08-2019, 24-08-2019, 14-11-2019, 26-12-2019 and 14-02-2020. The maximum gap between any two meetings was less than 120 days as stipulated under the Companies Act, 2013 and Regulation 17 (2) of SEBI (LODR) Regulations, 2015.

STATUTORY AUDITORS:

M/s. Ramasamy Koteswara Rao & Co., LLP Chartered Accountants who were appointed as Statutory Auditors of the Company at the 23rd Annual General Meeting (AGM) held on 30th September, 2015 to hold office as such till the conclusion of ensuing 28th Annual General Meeting. The term of the said Statutory Auditors shall expire at the ensuing Annual General Meeting of the Company.

Further, pursuant to section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 M/s. Ramasamy Koteswara Rao & Co., LLP Chartered Accountants, 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 rules made thereunder. The Company has also received written consent from the auditors and a confirmation to the effect that their re-appointment, if made, would be within the limits prescribed 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 Chartered Accountants, as the Statutory Auditors is placed before the shareholders for their approval.

AUDITORS REPORT

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

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

INTERNAL AUDITORS:

The Board of Directors, based on the recommendation of Nomination and Remuneration committee has reappointed M/s. NSVR & Associates Chartered Accountants, Hyderabad are Internal Auditors of your Company. The Auditors are submitting their reports on quarterly basis.

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 has appointed M/s. P S Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial

Audit Report is annexed herewith as "Annexure I" and forms an integral part of the Boards Report.

RISK MANAGEMENT FRAMEWORK:

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management 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 of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

AUDIT COMMITTEE:

The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are included in Corporate Governance Report. All the recommendations made by the Audit Committee 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 expired on 02.01.2020

#Mr. Prasad Kalluri & Mr. Mohammed Baba are appointed as member of the Committee w.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 exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with 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 or manufacturing activities, the Companys activities involve very low energy consumption and has no particulars to report regarding conservation of energy. However, efforts are made to 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 OF DIRECTORS:

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

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, 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 separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

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

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board.

Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

SUBSIDIARIES/ASSOCIATES COMPANIES/ JOINT VENTURES:

The Company has no Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March 2020.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 to recommend a policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. The policy is also posted in the investors section of the companys website.

POLICY ON DIRECTORS 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 compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board 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 has adopted and framed a Nomination and Remuneration policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

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

The Nomination and Remuneration Policy and other matters provided in Section 178 (3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance 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 applicable laws from time to time in every Board Meeting conducted.

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

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) 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 Section 186 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 an environment, free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has proper procedures in place to address the concerns and complaints of sexual harassment and to recommend appropriate 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 systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal 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, 2013, the 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 31stMarch 2020, the applicable accounting standards have been followed and there are no material departures;

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

iii. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, 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 such internal financial controls are adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable 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 and mismanagement if any, in the Company. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company http://www.genesisiiltd.com.

RELATED PARTY TRANSACTIONS:

During the year under review, there were no related party transactions. Hence, a disclosure in Form AOC-2 is not applicable. As required under Regulation 46 (2) (g) of SEBI (LODR) Regulations, 2015, the Company has developed a Policy on Related Party Transactions in accordance with provisions of all applicable laws for the purpose of identification and monitoring of such transactions. The Policy on dealing with related party 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 of the 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. As you are aware those during the year under review, your Company was engaged in the business areas of biotechnology and/or pro-biotic products and due to various factors the Company is not able to carry out its business activities effectively. Your Company has opted for complete diversification of its business operations by venturing into biotechnology and/or pro-biotic sector.

CORPORATE GOVERNANCE REPORT:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a compliance report on Corporate Governance for the year 2019-20 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 Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to remuneration are not applicable for the Company for the 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 the Company that have occurred between the end of the Financial Year 2019-20 of the Company and the date of the report.

POLICY ON MATERIAL SUBSIDIARIES:

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

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to record their appreciation for the continuous support and co-operation extended by the customers and bankers. The Directors also acknowledge 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