DIRECTOR'S REPORT. Dear Members, Your Directors are pleased to present before you the Fifteenth Annual Report along with Audited Financial Statements of your Company for the year ended March 31st, 2015. Operations The company incurred a cash loss of Rs. 13.42 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. 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 Bombay Stock Exchange. The paid up share capital as on March 31, 2015 was Rs.381.47 Lacs consisting of 14073500 equity shares of Re 2/- each and 100000 preference shares of Rs 100 each. The Company has neither issued shares with differential voting rights nor sweat equity shares. Particulars of Loans, Guarantees or 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. 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. Management's Discussion & Analysis Report As required under Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is enclosed separately forming part of this Annual report. Report On Corporate Governance Your company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices laid down in clause 49 of listing agreement. Our report on Corporate Governance forms part of this annual report and is attached with this report. Certificate from the Statutory Auditors of the company M/s. D. Khanna &. Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this 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 revised Clause 49(II)(E) of Listing Agreement. 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 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 31st, 2015 and it has published the audited consolidated financial statements for the financial year 2014-15 and the same forms part of the Annual report for the financial year commencing from the 1st day of April, 2014 and ending on the March 31st, 2015 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 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 Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of the subsidiary 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 have 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. Whistleblower and Vigilance Mechanism Your Company has formulated and implemented a 'Whistleblower 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 behaviour, 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 Whistleblower and Vigil Mechanism Policy has been uploaded on the website of the company and can be accessed at the link www.genusprime.com. 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, with effect from May 15, 2015. 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, Mr. Amit Agarwal, Whole time Director of the Company, retire by rotation at the ensuing Annual General Meeting and he being eligible, has offered himself for re-appointment. The brief resume of Director seeking appointment/ reappointment is given in the Notice of the AGM. During the year under review, Mr. Dharam Chand Agarwal, Mr. Kamal Kant Agarwal and Mr. Rameshwar Pareek were appointed as Independent Directors by the shareholders for a term of five (5) years, pursuant to the provisions of Section 149 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. Mrs. Seema Agarwal, Whole time Director of the company resigned w.e.f November 12th, 2014. Pursuant to the provisions of Section 161(1) of Companies Act, 2013 read with the Articles of Association of the company Mrs Simpal Agarwal is appointed as the Additional Director and she shall hold office only upto the date of this Annual General Meeting and being eligible offers herself for re-appointment as Director of the company. She will be a Non-Independent and Non-Executive Director on the Board of the Company. The Company has received a notice under Section 160 of the Companies Act, 2013 along with the requisite deposit proposing the appointment of Mrs Simpal Agarwal. Key Managerial Personnel Mr. Amit Agarwal, Whole time Director, Mr. Pradeep Kumar, CFO and Mr. Pulkit Ahuja, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. Number of Board Meetings Held The Board of Directors duly met 6 (Six times) during the financial year from 01st April, 2014 to 31st March, 2015. Further detail of board meeting has been provided in the Corporate Governance Report. Committees of the Board The Board has constituted three committees 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. A detailed note on Board and its committees, terms of reference etc. is provided under the Corporate Governance Report section of this Report. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance and that of its Committees and individual Directors. All the Directors, 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 the 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 was 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 were evaluated, taking into account the views of executive directors and non-executive directors. The details of programmes for familiarisation 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 — a. is below the age of twenty-one years or has attained the age of seventy years: b. is an undischarged insolvent or has at any time been adjudged as an insolvent; c. has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or d. 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 appointment of Independent Director is done as per criteria specified in Section 149(6) of the Companies Act, 2013 and rules made there-under and Clause 49 of the Listing Agreement entered into with the Stock Exchange. 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 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 31st March, 2015 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. (iv) they have laid down internal financial controls in the company that are adequate and were operating effectively. (v) 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 Auditor's Report (1) Statutory Auditors The Auditors, M/s. D. Khanna & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board of Directors of the Company have recommended the re-appointment of M/s. D. Khanna & Associates, Chartered Accountants, as the Statutory Auditors of the Company. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limit prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any comments/explanations. (2) 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. 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. Extract of Annual Return As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure -C in the prescribed Form MGT-9, which forms part of this report. 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 the 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 send 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. 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 acknowledges gratefully the shareholders for their support and confidence reposed on the Company. For and on behalf of the Board of Directors Rameshwar Pareek Director Amit Agarwal Whole Time Director & CEO Place : New Delhi Date : August 14th , 2015 |