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
1.12 Provisions and Contingent Liabilities
A Provision is recognized if, as a result of past event, the Company has a present legal or constructive obligation that is reasonbly estimable, and it is probable that an outflow of
economic benefits will be required to settle the present obligation. Provisions are determined by the best estimate of the outflow of economic benefits required to settle the obligation
at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible
obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the
likelihood of outflow of resources is remote, no provision or disclosure is made.
1.13 Financial Instruments
A financial instrument is any contract that give rise to a financial asset of one entity and a financial liability or equity of another entity.
Initial Recognition
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured
at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at
fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
Subsequent Measurement
Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved both by collectiong
contractual cash flows on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding and selling financial assets.
Financial assets at fair value through Profit and Loss
Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition.
The transaction costs that are directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of
profit and loss.
Financial liabilities
Financial liabilities are classified as measured at amortised cost or Fair Value Through Profit and Loss Account (FVTPL). A financial liability is classified as at FVTPL if it is
classified as held for-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses,
including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest
method. Interest expense and foreign exchange gains and losses are recognised in statement of profit and loss. Any gain or loss on derecognition is also recognised in statement of
profit and loss.
De-recognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for
derecognition as per Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the Company''s balance sheet when the obligation specified in the
contract is discharged or cancelled or expires.
Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an
insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above are
considered an integral part of the Companyâs cash management.
1.14 Cash flow statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past
or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.
Mar 31, 2015
1. Terms/Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of
Rs.10/- per share. Voting right is upon show of hands, every member is
entitled to one vote only irrespective of number of shares such member
is holding and upon a poll, each holder of equity shares is entitled to
one vote per share. In event of liquidation of the company, the holders
of equity shares will be entitled to receive remaining assets of the
company, after distribution of all the preferential amounts. The
distribution will be in proportion to the number of equity shares held
by the share holders.
B. Other Notes to Accounts and Disclosures :-
2. Related Party Disclosures (AS-18) :
A. Related Parties and their Relationship :
(i) Key Managerial Personnel (Directors) :
* P Mastan Rao, Non-Executive Promoter Director
* K Ratnakara Rao, Whole-Time Director
B. Particulars of Transactions with Related Parties: Nil
3. Contingent Liabilities and commitments - (AS-29):
a. Contingent Liabilities:
i. Guarantees and letters of credit: Nil
Mar 31, 2014
The previous year figures have been re-grouped/re-classified, wherever
necessary to confirm to the current year presentation
1.1 Terms/Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of
Rs.10/- per share. Voting right is upon show of hands, every member is
entitled to one vote only irrespective of number of shares such member
is holding and upon a poll, each holder of equity shares is entitled to
one vote per share. In event of liquidation of the company, the holders
of equity shares will be entitled to receive remaining assets of the
company, after distribution of all the preferential amounts. The
distribution will be in proportion to the number of equity shares held
by the share holders.
Mar 31, 2012
1. Use of Estimates
The preparation of financial statements requires estimates and
assumptions to be made that affect the reported amount of assets,
liabilities, revenues and expenses. The estimates used in preparation
and presentation of financial are prudent and reasonable. Actual
results could differ from estimates. Any revision of accounting
estimates is recognized prospectively in the current and future
periods.
2. Impairment
The carrying amounts of assets are reviewed at each balance sheet date
if there is any indication of impairment based on internal/external
factors. As impairment loss will be recognized if the carrying amount
of an asset exceeds its estimated recoverable amount. The recoverable
amount is greater of asset''s net selling price and value in use. In
assessing the value in use, the estimated future economic benefits are
discounted to the present value of the weighted average cost of
capital.
3.Related Party Disclosures
I) Key Management Personnel
a). K. Ratnakara Rao, Whole Time Director
b). P. Mastan Rao, Non-Executive Director
c). CHDVV Prasad, Chief Financial Officer
During the year under review there were no related party transactions.
4. Audited Remuneration Audit fee : Rs. 13236
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