Directors Report of Genera Agri Corp Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in Presenting their 22nd Annual Report of the Company together with the Audited Annual Accounts of your company for the financial year ended 31st March, 2014.

Financial results:

(Rs. In Lakhs)

PARTICULARS 2013-14 2012-13

Income from Sales 4816.87 7847.89

Increase in stock (305.50) 204.89

Total Income 4511.37 8052.78

Total Expenditure 4352.00 7104.84

Profit/(Loss) before tax and Provisions 159.37 947.94

Provisions for Fringe Benefit Tax 0 0

Deferred Tax Liability (0.55) (0.55)

Profit for the year 156.78 944.73

Results from Operations:

During the year under review, your Company made a Turnover of Rs. 4816.87 lakhs as against Rs. 7847.89lakhs and gained a profit of Rs. 156.78 lakhs as against a Profit of Rs.944.73 Lakhs for the Previous Year.

Share Capital:

The Paid-up Share Capital of your Company stands at Rs. 8,99,61000/- (Eight crores ninety nine lakhs sixty one thousand only) as on 31st March, 2014.

Management Discussion & Analysis:

Pursuant to Clause 49 of the Listing Agreement with the Stock exchanges, the Management Discussion and Analysis report are annexed to this Report and forms part of this Annual Report.

Deposits:

Your Company has not accepted any Deposits from the Public during the year Pursuant to Section 58A of the Companies Act, 1956.

Directors:

The Board of Directors proposes to appoint all the existing Independent Directors i.e., Shri Rambabu Rupakula and Mr. Sagi Venkata Vanshi Krishna under Section 149 of the Companies Act 2014 so that they can act as Independent Directors of the Company for Two terms of 5 years each from the ensuring Annual General Meeting.

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 payment of dividend on the equity shares.

Corporate Governance:

As required by clause 49 of the Listing Agreements, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of corporate Governance issued by Practicing Chartered Accountants are appended hereto and they form part of this Annual Report.

Auditors:

The Auditors i.e. Hari Vara Prasad & Associates, Chartered Accountants, have expressed their unwillingness to continue in office from the conclusion of this Annual General Meeting.

M/s. Nalini & Murali Chartered Accountants, Hyderabad have expressed their willingness to continue in office from the conclusion of this Annual General Meeting until the conclusion of this next Annual General Meeting at a remuneration be fixed by the Board of Directors.

Director''s Responsibility Statement:

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and applied 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 at the end of the financial year i.e., 31st March, 2014 and of the profits of the Company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting record in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Accounts for the financial year ended on 31st March, 2014 on a going concern basis.

Employees:

Your Company has no employee whose remuneration exceeds the limits prescribed Under section 217(2A) of the Companies Act, 1956. Hence the Information required under the said section, read with the Companies (Particulars of the Employees) Rules, 1975, has not been given in the Report.

For and on behalf of the Board of Directors M/s Genera Agri Corp Limited

(M. Rajesh Naidu) R. Ramakrishnam Raju Managing Director Director (DIN- 01920908) (DIN-05351859)

Place: Hyderabad Date : 4th September, 2014

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Mar 31, 2012

To The Members of Genera Agri Corp Limited

The Directors Present 20th Annual Report of the Company together with the audited Financial Results for the year ended on 31s''March, 2012.

Financial Results : (Rs. In Lakhs)

Standalone (Mar''12)

PARTICULARS Current Year Previous Year 2011-2012

Income from Sales 9868.04 8597.98

Increase in stock 394.66 -91.82

Total Income 10262.70 8508.94

Total Expenditure 8265.79 6346.44

Profit/(Loss) before tax and Provisions 1996.90 2162.49

Provisions for Fringe Benefit Tax 0 0

Deferred Tax Liability 1.65 2.65

Profit for the year 1990.61 2114.60

Results from Operations :

During the year under review, your Company made a Turnover of Rs. 9868.04 lakhs as against Rs. 8597.98 lakhs and gained a profit of Rs. 1996.90 lakhs as against a Profit of Rs. 2162.49 Lakhs for the Previous Year.

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, 2012.

Subsidiary Companies

1. Genera Agri Global Limited, (Dubai)

New Venture:

2. M/s. Genera Agri Tanzania Limited, Tanzania (subsidiary)

The company has floated a Subsidiary by the name "M/s. Genera Agri Tanzania Limited" in Tanzania on 25"1 November, 2011. The objective is to create a platform for investing and trading in ever-growing sector of foods (grow short term crops, medium term crops and long term crops i.e., Grow Maize/Barley-Sugar Cane, Palm, etc.)and biofuels.

Management Discussion & Analysis:

Pursuant to Clause 49 of the Listing Agreement with the Stock exchanges, the Management Discussion and Analysis report are annexed to this Report and forms part of this Annual Report.

Deposits

Your Company has not accepted any deposits from the Public during the year Pursuant to Section 58A of the Companies Act, 1956.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. M. Kalpana Raj, Whole-time Director of the Company, retires by rotation at ensuing 20th Annual General Meeting and being eligible, offer herself for Re-appointment.

None of the Directors of the Company are disqualified from being appointed as directors as specified in section 274(1) (g) of the Companies Act, 1956 as amended.

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 payment of dividend on the equity shares.

New Listing:

The Equity Shares of your company are also now listed in Calcutta Stock Exchange Limited (w.e.f. 4*1 May, 2012).

Corporate Governance:

As required by clause 49 of the Listing Agreements, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of corporate Governance issued by Practicing Chartered Accountants are appended hereto and they form part of this Annual Report.

Auditors:

The Auditors i.e. M/s. Hari Vara Prasad & Associates, Chartered Accountants, are retiring as Auditors of the Company, but being eligible, have offered themselves for re-appointment. M/s. Hari Vara Prasad & Associates have furnished a certificate of their eligibility under Section 224 (1B) of the Companies Act, 1956. Board of Directors recommends their re-appointment.

Director''s Responsibility Statement:

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) in the preparation of the annual accounts for the financial yearended31stMarch,2012,theapplicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and applied 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 at the end of the financial year i.e., 31s'' March 2012 and of the profit of the company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the Annual Accounts have been prepared on a going concern basis.

Employees

Your Company has no employee whose remuneration exceeds the limits prescribed Under section 217(2A) of the Companies Act, 1956. Hence the Information required under the said section, read with the Companies (Particulars of the Employees) Rules, 1975, has not been given in the Report.

Conservation of Energy & Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

(a) Energy Conservation measures taken : Adequate measures have been taken to conserve energy wherever possible.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods N.A.

B. Technology Absorption:

(i) Research and Development (R&D):

(a) Specific areas in which R&D carried out by the Company

The Company continues to focus and invest in R & D activities to produce and sell one of the best quality vegetables and fruits to meet the International Standards

(b) Benefits derived as a result of the R&D

: Research and development in the present business will continue to be of importance to your company and contributes higher benefit to the company and its profitability.

(c) Future plan of Action : The Company continues to strive to provide a premium quality produce to domestic customers in order to meet their changing preferences and needs.

(d) Expenditure on R & D : The expenditure on R & D is not separately classified, as there is no separate R&D division.

(ii) Technology Absorption, Adaptation and Innovation:

The requisite information under the head is not applicable to company as there were no imports of any technology.

C. Foreign Exchange Earnings & Outgo

(in Rs) 2011-2012 2010-2011

Foreign Exchange Earnings 33,30,77 17,92,380

Foreign Exchange Outgo Nil Nil

Acknowledgments

Your Directors are pleased to place on record for the appreciation and for the excellent support, guidance and co- operation extended by the Customers, Shareholders, Business Associates, vendors and Government Authorities.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of the Board of Directors

M/s. Genera Agri Corp Limited

(M. Rajesh Naidu) (M. Kalpana Raj)

Managing Director Whole-time Director

Place : Hyderabad

Date : 3rd September, 2012

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Mar 31, 2011

The Directors present 19th Annual Report of the Company together with the audited Financial Results for the year ended on 31st March 2011.

Financial Results (Rs. in Lakhs)

Particulars Current year Previous year 2010-2011 2009-2010

Income from sales 8580.06 4489.25

Increase in stock - -91.82 605.08

Total Income 8509 5094.33

Total Expenditure 6346.45 3972.43

Profit / (Loss) before tax and provisions 2162.49 1121.9

Provisions for Fringe Benefit Tax 0 0

Deferred Tax Liability -2.65 -11.44

Profit for the year 2114.61 1110.46

Profit / (Loss) brought forward from earlier years 1329.98 219.52

Profit/ (Loss) before Adjustments 3444.59 1329.98

Amount carried to Balance-sheet 3444.59 1329.98

Results from Operations

During the year under review, your Company made a Turnover of Rs. 8580.06 Lakhs as against Rs. 4489.25 Lakhs and gained a profit of Rs. 2114.61 Lakhs as against a profit of Rs. 1110.46 Lakhs for the previous year.

Share Capital

The paid-up Share Capital of your Company stands at Rs. 12,50,00,000/- (Rupees Twelve Crores Fifty Lakhs only) as on 31st March, 2011.

During the year, the company has made a Bonus Issue of Equity Shares capitalizing its reserves in the ratio of 2:1 i.e. Two Equity Shares of Rs. 10/- each for every One Equity Share of Rs. 10/- each held with an approval of Shareholders in their meeting held on 28th March, 2011. Board of Directors of the Company in their meeting held on 30th March, 2011, issued and allotted 59,97,400 Equity Shares of Rs. 10/- as Bonus Shares to the existing shareholders. Further, the allotted Bonus Shares of the Company are listed on the Madras Stock Exchange Limited

New Venture

M/s. Genera Agri Global Limited, Dubai

Genera Agri Corp Limited ("GACL") has set up an Wholly-owned Subsidiary Company "M/s. Genera Agri Global Limited" in Dubai on 30th March, 2011. The Company will be acting as Investment Company, which invests in its own Subsidiary Companies in Dubai and Middle East Countries with the objective of creating a platform for Investing and trading in ever growing sector of food and biofuels. Genera Agri Global plans to invest in large scale farming in Malawi, Mozambique, Tanzania, Ethiopia and Canada for cultivation of crops such as Sugarcane and Sweet Sorghum for Fuel and Rice, Wheat, Maize , Sorghum to meet the ever increasing demand for food and fuel crops.

Management Discussion & Analysis

Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is enclosed herewith. Deposits

Your Company has not accepted any Deposits from the public during the year pursuant to Section 58A of the Companies Act 1956.

Employees

Your Company has no employee whose remuneration exceeds the limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence, the information required under the said section, read with the Companies (Particulars of the Employees) Rules, 1975, has not been given in the Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. M. Rajesh Naidu, Managing Director of the Company, retire by rotation at the 19th Annual General Meeting and being eligible, offer himself for re-appointment.

Board of Directors have co-opted Mr. Rambabu Rupakula, Mr Sagi Venkata Vanshi Krishna and Mr. Nadipalli Venkata Rama Rao as Additional Directors on the Board and they are proposed for reappointment at the ensuing Annual General Meeting. Brief particulars of the Director proposed to be re-appointed are given at the end of the Notice of the Annual General Meeting.

None of the directors of the Company are disqualified from being appointed as directors as specified in section 274(1) (g) of the Companies Act, 1956, as amended.

Auditors

M/s. Hari Vara Prasad & Associates, Chartered Accountants, are retiring as Auditors of the Company, but being eligible, have offered themselves for re-appointment. M/s. Hari Vara Prasad & Associates, have furnished a certificate of their eligibility under Section 224 (1B) of the Companies Act, 1956. Board of Directors recommends their re-appointment.

Corporate Governance:

As required by Clause 49 of the Listing Agreements, a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of corporate governance issued by Practicing Chartered Accountants are appended hereto and they form part of this Annual Report.

Directors'' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the annual accounts for the Financial Year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii) Appropriate accounting policies have been selected and applied 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 at the end of the financial year i.e., 31st March 2011 and of the profit of the company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

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 payment of dividend on the equity shares.

Acknowledgments

Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.

Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

For and on behalf of Board of Directors

M/s. Genera Agri Corp Limited

Place: Hyderabad (M. Rajesh Naidu) (M. Kalpana Raj)

Date: 29th August, 2011 Managing Director Whole-Time Director