Your Directors have the pleasure of presenting this 31st
Annual Report along with the Audited Financial Statements and the Auditors Report thereon
for the Financial Year ended 31st March 2023.
FINANCIAL PERFORMANCE:
(Rs. In lakhs)
| Particulars |
2022-23 |
2021-22 |
| Gross Total Income |
0 |
0 |
| Other Income |
0 |
0 |
| Profit before Finance Cost, depreciation and taxation |
(1373660) |
(1166542) |
| Financial Expenses |
0 |
0 |
| Depreciation |
0 |
0 |
| Profit Before Exceptional Items and Taxation |
(1373660) |
(1166542) |
| Exceptional Items |
0 |
0 |
| Profit Before Taxation |
(1373660) |
(1166542) |
| Provision of Taxes |
0 |
0 |
| Profit After Taxation |
(1373660) |
(1166542) |
| Other Comprehensive income |
0 |
0 |
| Total Comprehensive income for the period |
(1373661) |
(1166542) |
| Earnings per share |
|
|
| -Basic |
(0.09) |
(0.09) |
| -Diluted |
(0.09) |
(0.09) |
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.
LISTING OF EQUITY SHARES
Your Company’s equity shares are listed on Bombay Stock
Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001.
DIRECTORS:
Pursuant to the provisions of Sections 152, of the Companies Act,
2013 and the Articles of Association of the Company, Ms. Vanitha Nagulavari (DIN:
07271674) Non-Executive Non Independent Director of the Company, retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible, offers herself for
reappointment.
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. In terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have enrolled their names in the
data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs.
BOARD MEETINGS:
The Board of Directors met 5 times during the year on 30.05.2022,
10.08.2022, 03.09.2022, 14.11.2022 & 31.01.2023. A separate meeting of the Independent
Directors of the Company held during the year on 31.01.2023 as required under
11
Section 149 (8) read with the Schedule IV (VII) of the Companies
Act 2013 and clause 25 (3) of Securities Exchange Board of India (Listing obligations and
disclosure requirements) Regulations 2015. Further, due to covid 19 pandemic, the
statutory authorities have given a relaxation for the time gap between two meetings. The
Company has complied with the relaxed provisions of the statutory authorities.
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Ramasamy Koteswara Rao &
Co., (FRN: 010396S), Chartered Accountants, Hyderabad, the Statutory Auditors of the
Company, who were reappointed in 28th AGM held on 28.09.2020 hold office up to
the conclusion of the 33rd Annual General Meeting. The Company has received a
certificate from the said Auditors that they are eligible to hold office as the Auditors
of the Company and are not disqualified for being so appointed.
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, 2022.
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 Audit
committee has re-appointed 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
Board’s Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company has devised proper systems to ensure compliance with
the provisions of all the Secretarial standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively. During
the year under review, Your Company has complied with the Secretarial Standards issued by
the Institute of Company Secretaries of India.
RISK MANAGEMENT FRAMEWORK:
The Company has developed and implementing a risk management
policy which includes the identification therein of elements of risk, which in the opinion
of the board may threaten the existence of the Company.
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.
COMMITTEES:
As on date of this report the composition of various committees
stands hereunder:
| Sl.No |
Name of the Committee |
|
| 1 |
Audit Committee |
Prasada Rao Kalluri Chairman |
|
|
Mohammed Baba Member |
|
|
K. Balakrishna Member |
| 2 |
Nomination Remuneration Committee |
Prasada Rao Kalluri Chairman |
|
|
Mohammed Baba Member |
|
|
Vanitha Nagulavari - Member |
| 3 |
Stakeholders Relationship Committee |
Prasada Rao Kalluri Chairman |
|
|
Mohammed Baba Member |
|
|
K. Balakrishna Member |
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 Company’s 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)
|
2022-23 |
2021-22 |
| 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
Board’s 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 Company’s
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 Company’s 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 2023.
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 company’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 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
Director’s 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.genesisiil.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 2022-23.
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 31st March 2023, 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 31st March
2022 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.genesisiil.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.genesisiil.com
EXTRACT OF ANNUAL RETURN:
The annual return of the Company would be placed on the website
of the Company i.e. www.genesisiil.com
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 2022-23 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
2022-23 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.genesisiil.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 |
|
For, Genesis IBRC India Limited |
| Hyderabad, 04th September, 2023 |
|
|
Sd/- |
|
Balakrishna Koppula |
|
Whole Time Director |
|
DIN: 09220541 |
+91-9892691696
