Dear Members,
Your Directors are pleased to present before you the 23rd Annual Report
along with Audited Financial Statements of your Company for the year ended 31st March,
2023.
Financial Highlights
(Rs. in Lacs)
| Particulars |
Current Year March 31, 2023 |
Previous Year March 31, 2022 |
| Revenue |
18.91 |
19.50 |
| Total expenses |
19.80 |
24.74 |
| Profit/ (Loss) before Exceptional and Extraordinary items and Tax |
(0.85) |
(5.19) |
| Exceptional Items |
0.00 |
0.00 |
| Profit/ (Loss) before Extraordinary items and Tax |
(0.85) |
(5.19) |
| Extraordinary Items |
0.00 |
0.00 |
| Profit before Tax |
(0.85) |
(5.19) |
| Tax Expenses |
0.00 |
0.00 |
| Profit/ (Loss) for the period |
(0.85) |
(5.19) |
| Earnings per share (after extraordinary items) (Basic) (In Rs.) |
(0.01) |
(0.03) |
| Earnings per share (after extraordinary items) (Diluted) (In Rs.) |
(0.01) |
(0.03) |
Operations
The Company incurred a cash loss of Rs. 0.85 lacs in the financial year under review.
The Company is optimistic of its business operations in the coming years through its
continued strategic planning. Your Directors expect to minimize the losses in future
through their efforts.
Reserves
During the Financial year 2022-23, the Company has proposed no amount transfer to
reserves.
Change in Nature of Business, If Any
During the financial year, there has been no change in the business of the company or
in the nature of business carried by the Company during the financial year under review.
Dividend
The Board of Directors does not recommend any dividend for the year.
Share Capital
The equity shares of the Company are being traded on BSE Limited. The paid up share
capital as on March 31, 2023, was Rs.398.53 Lacs consisting of 1,49,26,440 equity shares
of Rs. 2/- each and 1,00,000 preference shares of Rs. 100 each. During the year, the
Company has neither issued shares with differential voting rights nor sweat equity shares.
Finance
Cash and cash equivalents and bank balances other than cash and cash equivalent as at
March 31, 2023 was Rs. 3.64 Lacs and NIL respectively. The company continues to focus on
judicious management of its working capital, receivables, inventories and other working
capital parameters under strict monitoring.
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. The
Company envisions becoming the leaders in all the areas of operations. Your Company is
holding certain strategic investment, generally long term in nature and the board may
evaluate further opportunities in this regard with a view to enhance value for the
stakeholders of the Company.
Related Party Transactions
During the year, the Company has not entered into any
contracts/arrangements/transactions which could be considered material in accordance with
the policy of the Company on Material Related Party Transactions. The Policy on
materiality of related party transactions and dealing with related party transactions can
be accessed on the Company s website at the link www.genusprime.com.
Fixed Deposits
During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
Report On Corporate Governance
Your Company upholds the standards of governance and is compliant with the Corporate
Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Our report on Corporate Governance forms part of this
annual report and attached with this report. Certificate from the Statutory Auditors of
the Company viz.
M/s. Jethani &. Associates, Chartered Accountants confirming the compliance with
the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is included as a part of this report. Further,
the Management Discussion and Analysis Report and CEO/CFO Certificate as prescribed under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are 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 the
provisions of Code of Conduct of the Company on annual basis, pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2016. The Code of Conduct is also
placed on Company s website www.genusprime.com.
Material Changes and Commitments, affecting the Financial Position of the Company
between the End of the Financial Year and the Date of this Report
No other material changes and commitments have occurred after the close of the year
till 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, 2023 and it has published the
audited consolidated financial statements for the financial year 2022-23 and the same
forms part of the Annual report for the financial year commencing from the 1st day of
April, 2022 and ending on the March 31, 2023 pursuant to the Companies (Accounts)
Amendment Rules, 2014 issued vide notification dated October 14, 2014. The consolidated
financial statements presented by the Company include financial information of its
subsidiaries Sansar Infrastructure Private Limited , Sunima Trading Private Limited and
Star Vanijya Private Limited prepared in compliance with the applicable Accounting
Standards. Further, a statement containing salient features of the financial statement of
our subsidiaries in the prescribed format Form AOC-1 is attached as Annexure A. In
accordance with Section 136 of the Companies Act, 2013, the audited financial statements,
including the consolidated financial statements and related information of the Company and
audited accounts of the subsidiaries are available on the website of the Company at
www.genusprime.com.
The Policy for determining material subsidiaries may be accessed on the Company s
website 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 assessment
and minimization procedures. The Board of Directors has framed the Risk Management Policy
to anticipate and report potential risk in time and proper implementation of control to
mitigate the negative impact of risk.
Management Discussion and Analysis Report
Management s Discussion and Analysis Report for the year under review, as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") is presented in a separate section forming part of the
Annual Report.
Equal Opportunity and Prevention of Sexual Harrasment
The Company has always provided a congenial atmosphere for work to all employees that
is free from discrimination of any kind. It has provided equal opportunities of employment
to all without regard to the nationality, religion, caste, colour, language, marital
status and sex.
The Company has also framed policy on Prevention of Sexual Harassment at the workplace.
We follow a gender-neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land wherever we operate. There was no complaint related to
sexual harassment during the Year 2023.
Compliance with Secretarial Standards and Indian Accounting Standards
The Board of Directors affirms that during the Financial Year 2022-23, the Company has
complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the
Companies Act, 2013. In the preparation of the Financial Statements, the Company has also
applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the
Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
Transfer of Shares
As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, requests for effecting transfer, transmission or
transposition of securities shall not be processed unless the securities are held in the
dematerialized form with a depository.
Prevention of Insider Trading
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 and to prevent Insiders from procuring,
communicating, providing or allowing access to unpublished price sensitive information
unless required for discharge of duties, the Company has formulated and adopted the code
of conduct ("the Code") for regulating, monitoring and reporting of trading by
insiders. The Company has received an affirmation for compliance with the Code, from all
the designated persons as defined in the Code.
Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Simple Agarwal, (DIN: 03072646) Director of the Company,
retire by rotation at the ensuing Annual General Meeting and she being eligible, has
offered herself for re-appointment. The brief resume of Director seeking
appointment/reappointment is given in the Notice of the AGM.
Internal financial Control Systems and their adequacy
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been embedded in the business processes and continuous monitoring of the internal
financial control systems by the internal auditors during the course of their audits. We
believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board & to the Chairman & Managing Director.
Key Managerial Personnel
Mr. Amit Agarwal, Whole time Director & Chief Executive Officer, Mr. Hukam Singh,
Chief Financial Officer and Mr. Jeevan Kumar, Company Secretary (appointed w.e.f.
09.08.2023) of the Company are the Key Managerial Personnel as per the provisions of the
Companies Act, 2013. During the year, Mr. Kunal Nayar, Company Secretary of the Company
has resigned with effect from 30.06.2023.
Number of Board Meetings Held
During the Financial Year 2022-23, the Board of Directors of the Company met 4 (Four)
times on 24th May, 2022, 05th August, 2022, 12th November, 2022 and 28th January, 2023.
Further, a separate meeting of the Independent Directors of the Company was also held on
15th February, 2023, where at the prescribed items enumerated under schedule IV to the
Companies 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 Governance Report.
Committees of the Board
The Board has duly constituted the committees namely Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee to manage the work of the
Board in effective manner and to deal with urgent or special issues/matters and in
compliance with the requirements of the relevant provisions of applicable laws and
statutes.
Board Evaluation
In line with the statutory requirements enshrined under the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
carried out performance evaluation of itself, its committees, the Chairman and each of the
other directors. All the Directors and the Board as a whole and its committees were
evaluated on the basis of framework adopted by the Board of the Company. The Board and the
performance of committees was evaluated after taking inputs and recommendations from all
the directors on the basis of the criteria such as the composition and structure,
effectiveness, functioning, governance, level of engagement, contribution of time &
efforts, independence of judgment etc. The Nomination and Remuneration Committee also
reviewed the performance of the individual directors on the basis of criteria such as the
performance of specific duties, obligations and governance, level of engagement,
independence of judgment and contribution of the individual director to the Board and
committee meetings. The performance of the Independent Directors and Non-Independent
Directors were evaluated separately. In a separate meeting of Independent Directors,
performance of Non-Independent Directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the views of Executive and
Non-Executive Directors. The details of programme for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, and related matters are uploaded on the
website of the Company at the link www.genusprime.com.
Company Policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes independence
The company has adequate policy for appointment and remuneration of its Directors. The
managing director, whole-time director/executive director are appointed taking into
account their skills, knowledge, personal and professional ethics and does not appoint or
continue the employment of any person as managing director or whole-time
director/executive director who - • is below the age of twenty-one years or has
attained the age of seventy years; • is an undischarged insolvent or has at any time
been adjudged as an insolvent; • has at any time suspended payment to his creditors
or makes, or has at any time made, a composition with them; or • has at any time been
convicted by a court of an offence and sentenced for a period of more than six months.
Their terms and conditions of such appointment and remuneration payable are approved by
the Board of Directors at a meeting, subject to approval of the shareholders at the next
general meeting of the Company and by the Central Government in case such appointment is
at variance to the conditions specified in that Schedule. All the other provisions under
section 196, 197 and rules as applicable of Companies Act, 2013 are considered for their
appointment and remuneration. The Nomination and Remuneration Committee has laid down the
evaluation criteria for performance evaluation of independent directors. The performance
evaluation of independent directors is done by the entire Board of Directors (excluding
the director being evaluated). On the basis of the report of performance evaluation, it is
determined whether to 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, your
Directors, hereby state and confirm that: i. in the preparation of annual accounts, the
applicable accounting standards have been followed along with the proper explanation
relating to material departures, if any; ii. they 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
March 31, 2023 and of the profit and loss of the Company for that period; iii. they have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act, for safeguarding the assets 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 adequate and were operating effectively. vi. they have devised
proper systems to ensure compliance with the provisions of all applicable laws and these
are adequate and are operating effectively.
Auditors and Auditors Report
(a.) Statutory Auditors
At the 22nd Annual General Meeting of the company held on 29th September 2022, M/s
Jethani & Associates, Chartered Accountants (ICAI Firm Registration No. 010749C) have
been appointed as the Statutory Auditors of the Company for a period of 5 years from the
conclusion of 22nd Annual General Meeting of the Company till the conclusion of 26th
Annual General Meeting, at such remuneration as fixed by the Board of Directors of the
Company.
(b.) Secretarial Audit
According to the provisions of section 204 of Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as an
Annexure-B of this report. The Secretarial Audit Report does not contain any
qualification, 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 subsidiaries shall undertake Secretarial Audit. The
Company has three material unlisted subsidiaries namely Sansar Infrastructure Private
Limited, Star Vanijya Private Limited and Sunima Trading Private Limited. Therefore, in
order to comply with this regulation, the Company has conducted Secretarial Audit of these
three material subsidiaries also. The Secretarial Audit 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 any qualification, reservation or adverse
remark.
(c.) Secretarial Compliance Report
In compliance of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/27/2019 dated
February 08, 2019; the annual secretarial compliance report issued by Company Secretary in
Practice for the financial year ended on March 31, 2023 is enclosed as Annexure-C.
Corporate Social Responsibility
In terms of reference to Section 135 of Companies Act, 2013, the Company does not need
to constitute a Corporate Social Responsibility Committee. Your Directors have immense
pleasure in sharing that the Company has always been earnest for contributing towards the
betterment of society. The Company strives to achieve a fine balance between social,
environmental and economic benefits to the communities in which it operates.
Certificate of Non Disqualification of Directors
A certificate from Komal & Associates (Membership No. 11636, COP No. 17597),
practicing Company Secretary to the effect that none of the Directors of the Company have
been debarred or disqualified from being appointed or continuing as Directors of the
Company by the Board/Ministry of Corporate Affairs or any such statutory authority is
attached at the end of this report.
Extract of Annual Return
As required under Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 (as amended), Annual Return in
E-Form MGT - 7 is available on the website of the Company at the web link
www.genusprime.com.
Listing of Shares
The shares of the Company are listed on BSE Limited (BSE).
Conservation of Energy, Research and Development, Technology Absorption, Foreign
Exchange Earnings and Outgo
The information required under Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable as at present, your
Company 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 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company will be furnished upon request. In terms of proviso to
Section 136(1) of the Companies Act 2013, the Annual Report is being sent to the
shareholders excluding the information as aforesaid. The said statement is available for
inspection by the Members at the Registered Office of the Company during business hours on
working days of the Company up to the date of ensuing Annual General Meeting.
Group/Persons
Pursuant to an intimation received from the Promoters, the names of the Promoters and
entities comprising "Group/Person" as defined under the Competition Act, 2002
are disclosed in the
Annual Report as Annexure-D for the purpose of relevant SEBI provisions.
Whistle blower and Vigilance Mechanism
Your Company has formulated and implemented a Whistle blower and Vigilance Policy with
a view to provide a mechanism for directors and employees of the Company to approach the
Vigilance Officer /Chairperson of the Audit Committee of the Company. Under this
mechanism, Whistleblower can report the concerns of unethical behavior, actual or
suspected, fraud or violation of the Company s code of conduct 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 of serious concern for the Company.
The Company takes appropriate action against any Officer whose actions are found to
violate the Code or any other policy of the Company, after giving him a reasonable
opportunity of being heard. The Whistle blower and Vigil Mechanism Policy has been
uploaded on the website of the Company and can be accessed at the link www.genusprime.com.
CEO And CFO Certification
Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the
Annual Report. The Managing Director & CEO and the Chief Financial Officer also
provide quarterly certification on financial results while placing the financial results
before the Board in terms of the SEBI LODR Regulations.
Acknowledgement
The Directors wish to place on record their deep sense of appreciation to all the
employees of the Company for their support given to the management of the Company. Your
Directors also acknowledge gratefully the shareholders for their support and confidence
reposed on the Company.
|
For and on behalf of the Board of Directors |
|
|
Simple Agarwal |
Amit Agarwal |
| 09th August, 2023 |
Director |
Whole Time Director & CEO |
| Moradabad |
DIN:03072646 |
DIN:00016133 |
+91-9892691696
