Mar 31, 2025
Your Directors have the pleasure of presenting this 33nd Annual Report along with the Audited Financial Statements and
the Auditor''s Report thereon for the Financial Year ended 31st March 2025.
|
Particulars |
2024-25 |
2023-24 |
|
Gross Total Income |
0 |
0 |
|
Other Income |
366.72 |
0 |
|
Profit before Finance Cost, depreciation and taxation |
350.48 |
(379.75) |
|
Financial Expenses |
0 |
0 |
|
Depreciation |
0 |
0 |
|
Profit Before Exceptional Items and Taxation |
350.48 |
(379.75) |
|
Exceptional Items |
0 |
0 |
|
Profit Before Taxation |
350.48 |
(379.75) |
|
Provision of Taxes |
0 |
0 |
|
Profit After Taxation |
350.48 |
(379.75) |
|
Other Comprehensive income |
0 |
0 |
|
Total Comprehensive income for the period |
350.48 |
(379.75) |
|
Earnings per share |
||
|
-Basic |
2.70 |
0 |
|
-Diluted |
2.70 |
0 |
During the year under review, the Company does not have business.
No amount has been transferred to reserves during the year.
Your Directors'' does not recommend any dividend for the financial year.
Your Company''s equity shares are listed on Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai- 400001.
Pursuant to the provisions of Sections 152, of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Balakrishna Koppula (DIN: 09220541) Whole-time director of the Company, retires by rotation at the ensuing Annual
General Meeting of the Company and being eligible, offers himself for reappointment.
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.
The Board of Directors met 5 times during the year on 01.04.2024, 29.05.2024, 14.08.2024, 14.11.2024 & 14.02.2025. A
separate meeting of the Independent Directors of the Company held during the year on 14.02.2025 as required under
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.
Pursuant to Section 139 and other relevant provisions of the Companies Act, 2013 M/s. Ramasamy Koteswara Rao & Co.,
Chartered Accountants, were appointed as Statutory Auditors of the Company at the 27th Annual General Meeting ("AGM")
for the period of 5 years from conclusion of 27th AGM till the conclusion of 33rd AGM and the tenure of 5 years of the said
auditors is expiring the present AGM.
In view of the above, it is proposed to appoint M/s. M N Rao & Associates LLP (FR No. 005386S/S000195), to the office of
Statutory Auditors for a period of 5 years.
The Company has received consent to the said effect. Relevant resolutions form part of Notice attached hereto.
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, 2025.
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.
The Board of Directors, based on the recommendation of Audit committee has re-appointed M/s. NSVR & Associates
Chartered Accountants, Hyderabad as Internal Auditors of your Company. The Auditors are submitting their reports on
quarterly basis.
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
have approved and recommended the appointment of M/s. P. S. Rao & Associates, Peer Reviewed Firm of Company
Secretaries in Practice as Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive years to hold office
from the conclusion of ensuing AGM till the conclusion of 38th AGM of the Company to be held in the Year 2030, for
approval of the Members at ensuing AGM of the Company. Brief profile and other details of M/s. P. S. Rao & Associates,
Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.
M/s. P. S. Rao & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their
aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI
(LODR) Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.
The Secretarial Audit report for the F.Y. 2024-25, as per the Section 204 of the Companies Act, 2013 and Rule 9 there¬
under, forms part of this Report as Annexure- I.
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.
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.
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.
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 |
|
2 |
Nomination Remuneration Committee |
Prasada Rao Kalluri - Chairman |
|
3 |
Stakeholders Relationship Committee |
Prasada Rao Kalluri - Chairman |
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)
2024-25 2023-24
Foreign Exchange earnings Nil Nil
Foreign Exchange outgo Nil Nil
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.
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.
The Company has no Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March 2025.
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.
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
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.
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.
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.
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 Company''s internal
financial controls were adequate and effective during the financial year 2024-25.
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 2025, 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 2025 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.
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.
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
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.
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 2024-25 and a Certificate from the Practicing Company Secretaries (M/s. PS Rao &
Associates) is furnished, which form part of this Annual Report.
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.
No orders passed by the Any Regulator / Courts which would impact the future operations / going concern status of the
Company.
On Thursday, March 06, 2025, Mr. Padmanaban Krishnamoorthy and Mrs. V Varalakshmi (hereinafter collectively referred
to as "the Acquirers") had entered into a Share Purchase Agreement with the promoters of the Company to collectively
acquire 14,73,000 Sale Shares, representing 11.33% of the Voting Share Capital of the Target Company, subject to statutory
approvals and conditions. Further, on the said date i.e., Thursday, March 06, 2025, Mrs. V Varalakshmi had acquired
72,69,500 shares of the Company from the existing shareholders through Off-Market Sale representing 55.92% of the
Voting Share Capital of the Target Company.
The above-mentioned Transactions resulted in the Acquirers acquiring more than 25.00% of the Voting Share Capital of the
Target Company and the said transaction has triggered a mandatory open offer in compliance with the provisions of
Regulations 3 (1) and 4 of the SEBI (SAST) Regulation pursuant to the execution of the Underlying Transactions for
acquisition of substantial number of Equity Shares, Voting Share Capital, and control over the Target Company. In this
regard, the draft letter of offer is submitted to the Securities Exchange Board of India for their consideration.
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.
During the year under review, the Company had not made any application under the Insolvency and Bankruptcy Code, 2016
(31 OF 2016).
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:
During the year under review, the Company had not made one time settlement. Hence, not applicable.
During the year, under review the said compliance is not applicable to the Company.
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
Place: Eluru
Date: 29.08.2025
Sd/-
Balakrishna Koppula
Whole Time Director
DIN:09220541
Mar 31, 2024
Your Directors have the pleasure of presenting this 32nd Annual Report along with the Audited Financial Statements and
the Auditor''s Report thereon for the Financial Year ended 31st March 2024.
(Rs. In actuals''
|
Particulars |
2023-24 |
2022-23 |
|
Gross Total Income |
0 |
0 |
|
Other Income |
0 |
0 |
|
Profit before Finance Cost, depreciation and taxation |
(41768666) |
(1373660) |
|
Financial Expenses |
0 |
0 |
|
Depreciation |
0 |
0 |
|
Profit Before Exceptional Items and Taxation |
(41768666) |
(1373660) |
|
Exceptional Items |
0 |
0 |
|
Profit Before Taxation |
(41768666) |
(1373660) |
|
Provision of Taxes |
0 |
0 |
|
Profit After Taxation |
(41768666) |
(1373660) |
|
Other Comprehensive income |
0 |
0 |
|
Total Comprehensive income for the period |
(41768666) |
(1373661) |
|
Earnings per share |
||
|
-Basic |
0 |
(0.09) |
|
-Diluted |
0 |
(0.09) |
No amount has been transferred to reserves during the year.
Your Directors does not recommend any dividend for the financial year.
Your Company''s equity shares are listed on Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai- 400001.
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.
Further, Mr. Balakrishna Koppula, Whole-Time Director, Mr. Baba Mohammad, Independent Director and Mr. Prasad Rao
Kalluri, Independent Director are re appointed at this Annual General Meeting.
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.
The Board of Directors met 4 times during the year on 22.05.2023, 08.08.2023, 14.11.2023 & 13.02.2024. A separate
meeting of the Independent Directors of the Company held during the year on 13.02.2024 as required under 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.
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.
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, 2024.
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
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.
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.
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.
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.
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.
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 |
|
2 |
Nomination Remuneration Committee |
Prasada Rao Kalluri - Chairman |
|
3 |
Stakeholders Relationship Committee |
Prasada Rao Kalluri - Chairman |
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)
2023-24 2022-23
Foreign Exchange earnings Nil Nil
Foreign Exchange outgo Nil Nil
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.
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.
The Company has no Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March 2024.
A committee of the Board named as "Nomination and Remuneration Committee" has been constituted t o 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.
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.
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
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.
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.
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.
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 Company''s internal
financial controls were adequate and effective during the financial year 2023-24.
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 2024, 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 2024 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.
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.
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
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.
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 2023-24 and a Certificate from the Practicing Company Secretaries (M/s. PS Rao &
Associates) is furnished, which form part of this Annual Report.
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.
No orders passed by the Any Regulator / Courts which would impact the future operations / going concern status of the
Company.
During the year under review, the management of the Company had decided to change the main objects from
biotechnology sector to Goldsmiths and other related activities. Further, There were no material changes and
commitments affecting the financial position of the Company that have occurred between the end of the Financial Year
2023-24 of the Company and the date of the report.
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.
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,
14.08.2024
Sd/-
Balakrishna Koppula
Whole Time Director
DIN:09220541
Mar 31, 2015
Dear Members,
Your Directors have the pleasure of presenting this 23rd Annual Report
along with the Audited Financial Statements and the Auditor's Report
thereon for the Financial Year ended 31st March 2015.
FINANCIAL PERFORMANCE:
(Rs. in '000)
Particulars 2014-15 2013-14
Gross Total Income 7773 3878
Other Income 337 65
Profit before financial expenses,
depreciation and taxation (-)5262 (-) 5102
Financial Expenses 0 0
Depreciation 2007 1781
Profit Before Exceptional
Items and Taxation (-)3255 (-) 3321
Exceptional Items 1193 0
Profit Before Taxation (-) 4448 (-) 3321
Provision of Taxes 0 0
Profit After Taxation (-) 4448 (-) 3321
DIVIDEND:
Your Directors do not recommend any dividend for the financial year due
to accumulated losses.
DIVERSIFICATION OF BUSINESS:
Members are aware that during the year under review, your Company has
discontinued to carry on the business of PVC Pipes and Fittings by
complete diversification of its business operations by venturing into
trading in lifestyle products. Accordingly, your Company has
disposed-off the assets pertaining the discontinued business after
obtaining your approval through postal ballot process conducted on 2nd
January 2015.
CHANGE IN NAME OF THE COMPANY:
Members are aware that during the year under review, with effect from
29th October 2014 the name of your Company has been changed to 'SSK
Lifestyles Limited' to adequately reflect the businesses to be carried
on by the Company.
CHANGE IN THE PAID UP SHARE CAPITAL OF THE COMPANY:
Members are aware that during the year under review, the paid-up
capital of your Company was increased from Rs.3.019 Crores to Rs.7.119
Crores on account of issue and allotment of 41,00,000 equity shares to
non-promoter category on preferential basis to augment the resources of
the Company for working capital, general corporate purposes and for
proposed new objects of the Company.
FIXED 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.
DIRECTORS:
Mr. P Mastan Rao , Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. The Board recommends for his
re-appointment.
Mr. Y V Krishna Rao and Mr. M V Sridhar Kumar, who were co-opted as
Additional Directors on 24th November 2014, were appointed as
Independent Directors for a period of 5 years through postal ballot
process conducted on 2nd January 2015.
During the year under review, Mr. B V Bhaskara Krishna and Mr. J
Nagabhushana Rao resigned as Directors of the Company with effect from
November 24, 2014.
Further, Mr. K Ratnakara Rao has been re-appointed as Whole-Time
Director of the Company for a period of Three years w.e.f 14th August,
2015 subject to approval of the shareholders at the forthcoming Annual
General Meeting.
During the year under review, the Company has reconstituted the Board
Committees which are given in the Corporate Governance Report.
BOARD AND COMMITTEE MEETINGS:
The details of Board and Committee meetings held during the year are
given in the Corporate Governance Report.
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 Company's
internal financial controls were adequate and effective during the
financial year 2014-15.
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 March 31, 2015, 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 March 31,2015 and of the loss 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.
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 Clause 49 of the Listing Agreement.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Board's
functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and
governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the other Directors was
carried out by the Independent Directors. The Board of Directors
expressed their satisfaction with the evaluation process. The
performance evaluation of the Independent Directors was completed. The
performance evaluation of the Chairman and the other Directors was
carried out by the Independent Directors. The Board of Directors
expressed their satisfaction with the evaluation process.
STATUTORY AUDITORS:
Members are aware that M/s. Ramasamy Koteswara Rao & Co. (FRN:
010396S), Chartered Accountants, Hyderabad have been appointed as
statutory auditors through postal ballot process conducted on 2nd
January 2015 to fill casual vacancy caused by resignation of M/s.
Sanjeeva Rao & Associates as statutory auditors. M/s. Ramasamy
Koteswara Rao & Co., Chartered Accountants will hold office until the
conclusion of the ensuing Annual General Meeting and eligible for
re-appointment in accordance with the provisions of the Companies Act,
2013 and they have conveyed their willingness and eligibility for
re-appointment. The Board recommends their re-appointment for a period
of 5 years subject to the ratification of the Shareholders at each
Annual General Meeting.
Reply to Auditor Observations:
Point No. vii (b) of the Annexure to Audit Report:
The Board of Directors of your Company inform you that the Sales Tax
Department has issued a notice towards interest arrears on Sales Tax
for an amount of Rs. 40.32 Lakhs for which the Board thinks
inappropriate. Hence, the Board has made a provision for that amount
subject to arriving final amount. Further, there are disputes with
regard to sales tax arrears for an amount of Rs.6.92 Lakhs and the
Company is approaching the Department to arrive final amount and it
will be settled in due course.
The Board inform you that the Deputy Commissioner of Income Tax, levied
penalty of Rs.7,78,320/- U/s 271 (1)(c) for the Assessment Year 1996-97
and the Company won the case in both Commissioner (Appeals) and Income
Tax Tribunal against the department and the department went for Appeal
in A.P. High Court and the same is pending in High Court of Andhra
Pradesh & Telangana.
SECRETARIAL AUDIT:
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 Report of the Secretarial Audit
is annexed herewith as 'Annexure I' to this Report.
INTERNAL AUDITOR:
The Company has appointed M/s. Nekkanti Srinivasu & Co.(FRN:008801S),
Chartered Accountants, Hyderabad as Internal Auditors of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as 'Annexure
II' to this report
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 Group. The details of the
Policy are explained in the Corporate Governance Report.
RISK MANAGEMENT FRAMEWORK:
The Company has a robust internal business management framework to
identify, evaluate business risks and opportunities which seeks to
minimize adverse impact on the business objectives and enhance the
Company's business prospects.
The Company has an Internal Control System, commensurate with the size
and scale of its operations.
RELATED PARTY TRANSACTIONS:
During the year, the Company had not entered into any
Contract/Arrangement/Transactions with related parties which would be
considered material in accordance with the policy of the Company on
materiality of related party transactions. Hence, the disclosure under
Form AOC-2 is not applicable.
The Company has developed a Policy on Related Party T ransactions in
accordance with provisions of all applicable laws and Clause 49 of the
Listing Agreement 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.ssklifestyles.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or given guarantees or made
investments in any other company.
PARTICULARS OF EMPLOYEES:
There are no employees drawing remuneration exceeding the limits as
specified under the provisions of Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014.
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 provided in 'Annexure III'.
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)
2014-15 2013-14
Foreign Exchange earnings Nil Nil
Foreign Exchange outgo Nil Nil
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT 9 as required under Section 92 of the Companies Act, 2013, is
annexed herewith as 'Annexure IV' to this report.
CORPORATE GOVERNANCE:
Report on Corporate Governance including Auditor's Certificate on
Compliance with the code of Corporate Governance under Clause 49 of the
listing agreement is enclosed as 'Annexure V' to this report
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
None of the orders passed by the Any Regulator / Courts which would
impact the future operations / going concern status of the Company.
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, 31st August 2015
SD/-
K Ratnakara Rao
Chairman of the Meeting
Mar 31, 2014
Dear Members,
FINANCIAL PERFORMANCE:
Particulars 2013-14 2012-13
Gross Total Income 3878 2248
Other Income 65 3
Profit before financial expenses,
depreciation and taxation (-)5102 (-) 2736
Financial Expenses 0 0
Depreciation 1781 2077
Profit Befo re Exceptional Items and Taxation (-) 3321 (-)4813
Exceptional Items 0 2259
Profit Before Taxation (-) 3321 (-) 2554
Provision of Taxes 0 0
Profit After Taxation (-) 3321 (-) 2554
DIVIDEND:
Your Directors do not recommend any dividend for the financial year due
to accumulated losses.
DIRECTORS:
RENAMING OF BOARD COMMITTEES:
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(iv) That the directors have prepared the annual accounts on a going
concern basis.
AUDITORS:
Reply to Auditor Observations:
Point No. 9 (b) (i) of the Annexure to Audit Report:
Point No. 9 (b) (ii) of the Annexure to Audit Report:
PARTICULARS OF EMPLOYEES:
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN
Particulars 2013-14 2012-13
Conservation of Energy
- Electricity
- Purchased Units in Lakhs 0.96 0.45
-Total Rupees in Lakhs 6.25 3.00
-Rate per Unit 6.51 6.67
- Own Generation 0 0
- Consumption per Unit of Production (in Kgs) 0.26 0.466
- Power consumption per Kg (in Units) 3.88 2.15
Research and Development NA NA
Technology Absorption NA NA
Foreign Exchange Earnings and Outgo NIL NIL
SECRETARIAL COMPLIANCE CERTIFICATE:
Certificate from the Practicing Company Secretary as stipulated in
Section 383A of the Companies Act, 1956 read with the Companies
(Compliance Certificate) Rules, 2001 and attached to the Directors''
Report form a part of this Annual Report.
CORPORATE GOVERNANCE:
A report on Corporate Governance, in accordance with Clause 49 of the
Listing Agreement with the Stock Exchanges is set out separately for
the information of the shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis is set out separately for the
information of the shareholders.
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, 1st September 2014 Sd/-
K Ratnakara Rao
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