Dear Members,
Your Directors are pleased to present before you the 25th
Annual Report along with Audited Financial Statements of your Company for the year
ended 31st March, 2025.
Financial Highlights
(Rs. in Lacs)
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
Particulars |
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
|
Standalone |
Consolidated |
| Revenue |
19.26 |
19.63 |
22.32 |
22.97 |
| Other Income |
0.03 |
0.04 |
0.04 |
0.05 |
| Total expenses |
23.16 |
20.77 |
26.03 |
223.18 |
| Profit/ (Loss) before Exceptional and |
(3.87) |
(1.10) |
(3.67) |
(200.16) |
| Extraordinary Items and Tax |
|
|
|
|
| Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/ (Loss) before Extraordinary |
(3.87) |
(1.10) |
(3.67) |
(200.16) |
| Items and Tax |
|
|
|
|
| Extraordinary Items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit before Tax |
(3.87) |
(1.10) |
(3.67) |
(200.16) |
| Tax Expenses |
0.00 |
0.00 |
0.00 |
0.00 |
Profit/ (Loss) for the period |
(3.87) |
(1.10) |
(3.67) |
(200.16) |
| Earnings per share (FV Rs. 2/- each) |
|
|
|
|
| (Basic) (In Rs.) |
(0.03) |
(0.01) |
(0.02) |
(1.34) |
| (Diluted) (In Rs.) |
(0.03) |
(0.01) |
(0.02) |
(1.34) |
Operations
The Company incurred a cash loss of Rs.3.87 lacs in the financial year
under review. The Company is optimistic of its business operations in the coming years
through its continued strategic planning. Your Directors expect to minimize the losses in
future through their efforts.
Reserves
During the Financial year 2024-25, the Company has proposed no amount
transfer to reserves.
Change in Nature of Business, If Any
During the financial year, there has been no change in the business of
the Company or in the nature of business carried by the Company during the financial year
under review.
Dividend
The Board of Directors does not recommend any dividend for the year.
Share Capital
The equity shares of the Company are being traded on BSE Limited. The
paid-up share capital as on March 31, 2025, was Rs. 398.53 Lacs consisting of 1,49,26,440
equity shares of Rs. 2/- each and 1,00,000 preference shares of Rs. 100 each. During the
year, the Company has neither issued shares with differential voting rights nor sweat
equity shares.
Finance
Cash and cash equivalents and bank balances other than cash and cash
equivalent as at March 31, 2025 was Rs. 2.31 Lacs and NIL respectively. The Company
continues to focus on judicious management of its working capital, receivables,
inventories and other working capital parameters under strict monitoring.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements. The Company envisions becoming the leaders in all the areas of
operations. Your Company is holding certain strategic investment, generally long term in
nature and the board may evaluate further opportunities in this regard with a view to
enhance value for the stakeholders of the Company.
Related Party Transactions
During the year, the Company has not entered into any
contracts/arrangements/transactions which could be considered material in accordance with
the policy of the Company on Material Related Party Transactions. The Policy on
materiality of related party transactions and dealing with related party transactions can
be accessed on the Company's website at the link www.genusprime.com.
Fixed Deposits
During the year under review, your Company has not accepted any
deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
Report On Corporate Governance
Your Company upholds the standards of governance and is compliant with
the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Our report on Corporate Governance forms part
of this annual report and attached with this report. Certificate from the Practicing
Company Secretary viz. M/s. Komal & Associates, Delhi confirming the compliance with
the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is included as a part of this report. Further,
the Management Discussion and Analysis Report and CEO/CFO Certificate as prescribed under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also
presented in separate sections forming part of the Annual Report.
Code of Conduct
All board members and senior management personnel have affirmed
compliance with the provisions of Code of Conduct of the Company on annual basis, pursuant
to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016. The Code of
Conduct is also placed on Company's website www.genusprime.com.
Material Changes and Commitments, affecting the Financial Position of
the Company between the end of the Financial Year and the Date of this Report
The Hon'ble National Company Law Tribunal, Allahabad Bench
("NCLT"), has sanctioned the Scheme of Arrangement amongst Genus Prime Infra
Limited ("Amalgamated Company" /"Resulting Company"), Sansar
Infrastructure Private Limited ("Amalgamating Company 1"), Star Vanijya Private
Limited ("Amalgamating Company 2"), Sunima Trading Private Limited
("Amalgamating Company 3"), Genus Power Infrastructures Limited ("Demerged
Company") and Yajur Commodities Limited ("Amalgamating Company 4") and
their respective shareholders and creditors (the "Scheme"), vide its order dated
April 24, 2025. The Scheme has been sanctioned under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013. No other material changes and
commitments have occurred after the close of the year till the date of this Report, which
affect the financial position of the Company.
Subsidiaries, Joint Ventures and Associate Companies
The Company had three subsidiaries as on March 31, 2025 and it has
published the audited consolidated financial statements for the financial year 2024-25 and
the same forms part of the Annual report for the financial year commencing from the 1st
day of April, 2024 and ending on the March 31, 2025 pursuant to the Companies (Accounts)
Amendment Rules, 2014 issued vide notification dated October 14, 2014. The consolidated
financial statements presented by the Company include financial information of its
subsidiaries ‘Sansar Infrastructure Private
Limited', ‘Sunima Trading Private Limited' and
‘Star Vanijya Private Limited' prepared in compliance with the applicable
Accounting Standards. Further, a statement containing salient features of the financial
statement of our subsidiaries in the prescribed format Form AOC-1 is attached as Annexure
A. In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of the subsidiaries are available on the website of the
Company at www.genusprime.com.
The Policy for determining material subsidiaries may be accessed on the
Company's website at the link www.genusprime.com.
Risk Management and Internal Control Systems
The Company has laid down a procedure to inform Board members about the
risk assessment and minimization procedures. The Board of Directors has framed the Risk
Management Policy to anticipate and report potential risk in time and proper
implementation of control to mitigate the negative impact of risk.
Management Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under
review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is presented in a separate section
forming part of the Annual Report.
Equal Opportunity and Prevention of Sexual Harassment
The Company has always provided a congenial atmosphere for work to all
employees that is free from discrimination of any kind. It has provided equal
opportunities of employment to all without regard to the nationality, religion, caste,
colour, language, marital status and sex.
The Company has also framed policy on ‘Prevention of Sexual
Harassment' at the workplace.
We follow a gender-neutral approach in handling complaints of sexual
harassment.
Compliance with Secretarial Standards and Indian Accounting Standards
The Board of Directors affirms that during the Financial Year 2024-25,
the Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by the Central Government under Section
118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the
Company has also applied the Indian Accounting Standards (Ind AS) specified under Section
133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules,
2015.
Transfer of Shares
As notified under Regulation 40(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, requests for effecting transfer, transmission
or transposition of securities shall not be processed unless the securities are held in
the dematerialized form with a depository.
Prevention of Insider Trading
Pursuant to the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 and to prevent Insiders from
procuring, communicating, providing or allowing access to unpublished price sensitive
information unless required for discharge of duties, the Company has formulated and
adopted the code of conduct ("the Code") for regulating, monitoring and
reporting of trading by insiders. The Company has received an affirmation for compliance
with the Code, from all the designated persons as defined in the Code.
Directors
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Simple Agarwal, (DIN: 03072646) Director of
the Company, retire by rotation at the ensuing Annual General Meeting and she being
eligible, has offered herself for re-appointment. Further, Mr. Udit Agarwal, (DIN:
02820615), Non-Executive Director of the Company, who has consented to act as such, is
re-appointed as an Independent Director of the Company for a second term of 5 consecutive
years with effect from 12th August, 2025 to 11th August, 2030, not
liable to retire by rotation.
The brief resume of Director seeking appointment/reappointment is given
in the Notice of the AGM.
Internal Financial Control Systems and their adequacy
Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial reporting risks. The internal
financial controls have been embedded in the business processes and continuous monitoring
of the internal financial control systems by the internal auditors during the course of
their audits. We believe that these systems provide reasonable assurance that our internal
financial controls are designed effectively and are operating as intended. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board & to the Chairman & Managing Director.
Key Managerial Personnel
Mr. Amit Agarwal, Whole Time Director & Chief Executive Officer,
Mr. Hukam Singh, Chief Financial Officer and Mr. Jeevan Kumar, Company Secretary of the
Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.
Number of Board Meetings Held
During the Financial Year 2024-25, the Board of Directors of the
Company met 4 (Four) times on 27th May, 2024, 05th August, 2024, 11th
November, 2024, and 05th February, 2025. Further, a separate meeting of
the Independent Directors of the Company was also held on 07th February, 2025,
where at the prescribed items enumerated under schedule IV to the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were
discussed. Further, details of board meetings have been provided in the Corporate
Governance Report.
Committees of the Board
The Board has duly constituted the committees namely Audit Committee,
Nomination and Remuneration Committee and Stakeholders' Relationship Committee to
manage the work of the Board in effective manner and to deal with urgent or special
issues/matters and in compliance with the requirements of the relevant provisions of
applicable laws and statutes.
Board Evaluation
In line with the statutory requirements enshrined under the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board carried out performance evaluation of itself, its committees, the Chairman
and each of the other directors. All the Directors and the Board as a whole and its
committees were evaluated on the basis of framework adopted by the Board of the Company.
The Board and the performance of committees was evaluated after taking inputs and
recommendations from all the directors on the basis of the criteria such as the
composition and structure, effectiveness, functioning, governance, level of engagement,
contribution of time & efforts, independence of judgment etc. The Nomination and
Remuneration Committee also reviewed the performance of the individual directors on the
basis of criteria such as the performance of specific duties, obligations and governance,
level of engagement, independence of judgment and contribution of the individual director
to the Board and committee meetings. The performance of the Independent Directors and
Non-Independent Directors were evaluated separately. In a separate meeting of Independent
Directors, performance of Non-Independent Directors, performance of the board as a whole
and performance of the Chairman was evaluated, taking into account the views of Executive
and Non-Executive Directors. The details of programme for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, and related matters are uploaded on the
website of the Company at the link www.genusprime.com.
Company Policy on Directors appointment and remuneration including
criteria for determining qualifications, positive attributes independence
The Company has adequate policy for appointment and remuneration of its
Directors. The managing director, whole-time director/executive director are appointed
taking into account their skills, knowledge, personal and professional ethics and does not
appoint or continue the employment of any person as managing director or whole-time
director/executive director who - is below the age of twenty-one years or has attained the
age of seventy years; is an un-discharged insolvent or has at any time been adjudged as an
insolvent; has at any time suspended payment to his creditors or makes, or has at any time
made, a composition with them; or has at any time been convicted by a court of an offence
and sentenced for a period of more than six months. Their terms and conditions of such
appointment and remuneration payable are approved by the Board of Directors at a meeting,
subject to approval of the shareholders at the next general meeting of the Company and by
the Central Government in case such appointment is at variance to the conditions specified
in that Schedule. All the other provisions under section 196, 197 and rules as applicable
of Companies Act, 2013 are considered for their appointment and remuneration. The
Nomination and Remuneration Committee has laid down the evaluation criteria for
performance evaluation of independent directors. The performance evaluation of independent
directors is done by the entire Board of Directors (excluding the director being
evaluated). On the basis of the report of performance evaluation, it is determined whether
to extend or continue the term of appointment of the independent director.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, Your Directors, hereby state and confirm that: i. in the preparation of annual
accounts, the applicable accounting standards have been followed along with the proper
explanation relating to material departures, if any; ii. they have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the profit and loss of the Company for that
period; iii. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; iv.
the annual accounts are prepared on a ‘going concern' basis; v. they have laid
down internal financial controls in the Company that are adequate and were operating
effectively; and vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are operating effectively.
Auditors and Auditor's Report
(a.) Statutory Auditors
At the 22nd Annual General Meeting of the Company held on 29th
September 2022, M/s Jethani & Associates, Chartered Accountants (ICAI Firm
Registration No. 010749C) have been appointed as the Statutory Auditors of the Company for
a period of 5 years from the conclusion of 22nd Annual General Meeting of the
Company till the conclusion of 26th Annual General Meeting, at such
remuneration as fixed by the Board of Directors of the Company.
(b.) Secretarial Audit
According to the provisions of section 204 of Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed
as an Annexure-B of this report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark. Further, Regulation 24(A) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 states that every listed
company and its material unlisted subsidiaries shall undertake Secretarial Audit. During
the year ended March 31, 2025, the Company had three material unlisted subsidiaries namely
Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading
Private Limited. Therefore, in order to comply with this regulation, the Company has
conducted Secretarial Audit of these three material subsidiaries also. The Secretarial
Audit Reports submitted by Company Secretary in Practice are enclosed as an Annexure-B
(i), (ii) and (iii) of this report. The Secretarial Audit Reports does not contain any
qualification, reservation or adverse remark.
(c.) Secretarial Compliance Report
In compliance of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/27/2019
dated February 08, 2019; the annual secretarial compliance report issued by Company
Secretary in Practice for the financial year ended on March 31, 2025 is enclosed as
Annexure-C.
Corporate Social Responsibility
In terms of reference to Section 135 of Companies Act, 2013, the
Company does not need to constitute a Corporate Social Responsibility Committee. Your
Directors have immense pleasure in sharing that the Company has always been earnest for
contributing towards the betterment of society. The Company strives to achieve a fine
balance between social, environmental and economic benefits to the communities in which it
operates.
Certificate of Non-Disqualification of Directors
A certificate from M/s. Komal & Associates (Membership No. 11636,
COP No. 17597), Practicing Company Secretary to the effect that none of the Directors of
the Company have been debarred or disqualified from being appointed or continuing as
Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory
authority is attached at the end of this report.
Extract of Annual Return
As required under Section 92(3) and 134(3)(a) of the Act and Rule 12(1)
of the Companies (Management and Administration) Rules, 2014 (as amended), Annual Return
in E-Form MGT - 7 is available on the website of the Company at the web link
www.genusprime.com.
Listing of Shares
The shares of the Company are listed on BSE Limited (BSE).
Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
The information required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable as at
present, your Company does not have any business operations.
Particulars of Employees and Other Related Disclosures
In terms of provision of Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company will be furnished upon request. In
terms of proviso to Section 136(1) of the Companies Act 2013, the Annual Report is being
sent to the shareholders excluding the information as aforesaid. The said statement is
available for inspection by the Members at the Registered Office of the Company during
business hours on working days of the Company up to the date of ensuing Annual General
Meeting.
Group/Persons
Pursuant to an intimation received from the Promoters, the names of the
Promoters and entities comprising "Group/Person" as defined under the
Competition Act, 2002 are disclosed in the
Annual Report as Annexure-D for the purpose of relevant SEBI
provisions.
Whistle blower and Vigilance Mechanism
Your Company has formulated and implemented a ‘Whistle blower and
Vigilance Policy' with a view to provide a mechanism for directors and employees of
the Company to approach the Vigilance Officer /Chairperson of the Audit Committee of the
Company. Under this mechanism, Whistleblower can report the concerns of unethical
behavior, actual or suspected, fraud or violation of the Company's code of conduct or
ethics policy. Any actual or potential fraud or violation of the Company's
Codes/Policies, howsoever insignificant or perceived as such, remains a matter of serious
concern for the Company. The Company takes appropriate action against any Officer whose
actions are found to violate the Code or any other policy of the Company, after giving him
a reasonable opportunity of being heard. The Whistle blower and Vigil Mechanism Policy has
been uploaded on the website of the Company and can be accessed at the link
www.genusprime.com.
CEO And CFO Certification
Pursuant to the Listing Regulations, the CEO and CFO certification is
attached with the Annual Report. The Managing Director & CEO and the Chief Financial
Officer also provide quarterly certification on financial results while placing the
financial results before the Board in terms of the SEBI LODR Regulations.
Acknowledgement
The Directors wish to place on record their deep sense of appreciation
to all the employees of the Company for their support given to the management of the
Company. Your Directors also acknowledge gratefully the shareholders for their support and
confidence reposed on the Company.
Annexure - A to the Director's Report FORM AOC-I
Statement pursuant to first proviso to Section 129(3) of the Companies
Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014
S.No. |
Particluars |
|
|
|
1 |
Name of the Subsidiary Company |
Sansar |
Sunima Trading |
Star Vanijya Private |
|
|
Infrastructure |
Private Limited |
Limited |
|
|
Private Limited |
|
|
2 |
Financial year of the subsidiary
companies ended |
31.03.2025 |
31.03.2025 |
31.03.2025 |
|
on |
|
|
|
3 |
Date from which it became subsidiary |
2012-13 |
2012-13 |
2012-13 |
4 |
(i) No. of shares held by holding company
with its |
|
|
|
|
nominee in the subsidiary at 31.03.2025 |
330600 |
340000 |
376800 |
|
(ii) Extent of interest of holding
company as at |
|
|
|
|
31.03.2025 |
100% |
100% |
100% |
5 |
The net aggregate amount of
profits/(losses) of the |
|
|
|
|
subsidiary for the above financial year
of the |
|
|
|
|
subsidiary so far as it concern the
members of |
|
|
|
|
holding company: |
|
|
|
|
(i) dealt with in the accounts of holding
company for |
|
|
|
|
the financial year ended March 31, 2025(Rs.
in Lakh) |
|
|
|
|
|
- |
- |
- |
|
(ii) not dealt with in the accounts of
holding company |
|
|
|
|
for the financial year ended March 31, 2025
(Rs. in |
|
|
|
|
Lakh) |
0.05 |
0.09 |
0.05 |
6 |
The net aggregate amount of
profits/(losses) of the |
|
|
|
|
subsidiary for the previous financial
year of the |
|
|
|
|
subsidiary since it become a subsidiary
so far as it |
|
|
|
|
concerns the members of holding company : |
|
|
|
|
(i) dealt with in the accounts of holding
company for |
|
|
|
|
the financial year ended March 31, 2024 (Rs.
in Lakh) |
|
|
|
|
|
- |
- |
- |
|
(ii) not dealt with in the accounts of
holding company |
|
|
|
|
for the financial year ended March 31, 2024
(Rs. in |
|
|
|
|
Lakh) |
(34.91) |
(59.36) |
(104.79) |
Annexure-B to the Director's Report
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2025
[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Genus Prime Infra Limited
(Formerly: Gulshan Chemfill Ltd.)
We have conducted the Secretarial Audit of the compliance of the
applicable statutory provisions and the adherence to good corporate practices by Genus
Prime Infra Limited (hereinafter called the Company). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliance and expressing our opinion thereon.
Based on our examination and verification of the registers, records and
documents produced to us and according to information and explanations given to us by the
Company, we report that the Company has in our opinion, complied with the provisions of
the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and
Articles of Association of the Company.
We hereby report that in our opinion, the Company has, during the audit
period covering the financial year ended on 31st March, 2025, complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
1. The status of the Company during the financial year has been a
Listed Public Company.
2. The Company is a Holding Company of Sansar Infrastructure Private
Limited, Star Vanijya Private Limited and Sunima Trading Private Limited.
3. The Board of Directors/KMP of the Company is duly constituted. There
were changes in the Board of Directors during the audit year. List of Board of
Directors/KMP for the given year is attached in Annexure A.
4. Adequate notice is given to all the directors to schedule the Board
Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
5. All the decisions at Board Meeting and at Committee Meetings are
carried out unanimously as recorded in the minutes of all such meetings.
6. The shareholding pattern of the Company as on 31/03/2025 is as
detailed in Annexure B.
7. The Company during the year has not created, modified or satisfied
charges on the assets of the Company.
8. The Company has duly followed all requirements of Section 173 of the
Companies Act, 2013 and has conveyed 4 (Four) Board Meetings during the audit period.
9. The Company has passed the following resolution through Postal
Ballot dated 28th June 2024: Appointment of Mrs. Anu Sharma (Din: 07301904) as
an Independent Director of the Company (Special Resolution). 10. The AGM of the Company
for the Financial Year 2023-2024 was held on 27th September, 2024 through video
conferencing or other audio-visual means.
We further report that:
(a) The Company has duly followed the Secretarial Standards approved by
the Central Government and issued by the Institute of Company Secretaries of India (ICSI);
(b) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act; (c)
The Securities Contracts (Regulation) Act, 1956 (SCRA) and rules made there under
(d) The provisions of Corporate Social Responsibility Voluntary
Guidelines, 2009 were not applicable to the Company during the audit period; (e) The
Provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made
there under to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings were not applicable to the Company during the audit period;
We Further Report that the Company has complied with the following
Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act'): -
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of
India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999
and the Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014-notified on 28/10/2014 (Not applicable to Company during the audit
period); (e) The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 (Not applicable to Company during the audit period); (f) The
Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable as
the Company is not registered as Registrar to an Issue and Share Transfer Agents during
the audit period); (g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 (Not applicable to Company during the audit period); (h) The
Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not
applicable to Company during the audit period); (i) There being no business activity
within the Company during the audit period the Company has few employees only and that
during the audit period, no industrial and special laws otherwise were applicable to the
Company.
Further based on evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the
Company's ability to continue as a going concern. Our conclusions are based on the
evidence obtained up to the date of audit period. However, future events or conditions may
cause the Company to cease to continue as a going concern. (j) We have also examined the
compliance with the applicable clauses/regulations of the following: - (i) Listing
Agreement entered into by the Company with stock exchanges; (ii) The Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015-notified on 02/09/2015 and effective from 01/12/2015, including amendments thereto.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
This report is to be read with our letter which is annexed as Annexure
C and forms an integral part of this report.
List of Composition of Board of Directors /KMP as on 31st
March, 2025
S. |
Name |
DIN/PAN |
Designation |
Appointment |
Cessation |
No |
|
|
|
|
|
| 1. |
Mr. Amit Agarwal |
00016133 |
Whole Time |
15/08/2011 |
- |
|
|
|
Director & |
|
|
|
|
|
CEO |
|
|
| 2. |
Mrs. Simple Agarwal |
03072646 |
Non-Executive |
25/03/2015 |
- |
|
|
|
Non- |
|
|
|
|
|
Independent |
|
|
|
|
|
Director |
|
|
|
Mr. Udit Agarwal |
02820615 |
Non-Executive |
12/08/2020 |
|
| 3. |
|
|
Independent |
|
- |
|
|
|
Director |
|
|
|
Mrs. Anu Sharma |
|
Non-Executive |
|
|
| 4. |
(Appointed) |
07301904 |
Independent |
01/04/2024 |
- |
|
|
|
Director |
|
|
|
|
|
Chief Financial |
|
|
| 5. |
Mr. Hukam Singh |
AWSPS1051M |
|
01/05/2017 |
- |
|
|
|
Officer |
|
|
|
|
|
Company |
|
|
| 6. |
Mr. Jeevan Kumar |
BAZPK8184M |
|
09/08/2023 |
- |
|
|
|
Secretary |
|
|
Statement showing shareholding pattern of the Promoter/ Promoter Group
and Public as on 31st March, 2025
Shareholding of Equity Shares:
S No |
Name of Shareholder(s) |
|
% of |
|
|
No. of Shares |
|
|
|
|
Shareholding |
| 1. |
|
|
|
|
|
33,87,520 |
|
|
Amit Kumar Agarwal |
|
22.69 |
| 2. |
|
|
|
|
|
34,34,221 |
|
|
Jitendra Agarwal |
|
23.01 |
| 3. |
|
|
|
|
|
43,67,782 |
|
|
Rajendra Agarwal |
|
29.26 |
|
|
37,36,917 |
|
| 4. |
Public Shareholding (Consolidated) |
|
25.04 |
|
Total |
1,49,26,440 |
100 |
Shareholding of Preference Shares:
|
|
No. of |
% of |
S No |
Name of Shareholder(s) |
|
|
|
|
Shares |
Shareholding |
| 1. |
Public Shareholding (Consolidated) |
1,00,000 |
100 |
|
Total |
1,00,000 |
100 |
Our report is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of Company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of accounts of the Company.
4. Wherever required, we have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of provisions of corporate and other applicable laws,
rules, regulations, standards is the responsibility of management. Our examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2025
[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Sansar Infrastructure Private Limited
We have conducted the Secretarial Audit of the compliance of the
applicable statutory provisions and the adherence to good corporate practices by Sansar
Infrastructure Private Limited (hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliance and expressing our opinion thereon.
Based on our examination and verification of the registers, records and
documents produced to us and according to information and explanations given to us by the
Company, we report that the Company has in our opinion, complied with the provisions of
the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and
Articles of Association of the Company.
We hereby report that in our opinion, the Company has, during the audit
period covering the financial year ended on 31st March, 2025, complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
1. The status of the Company during the financial year has been an
Unlisted Private Company.
2. The Company is a Subsidiary Company of Genus Prime Infra Limited.
3. The Board of Directors/KMP of the Company is duly constituted. There
were changes in the Board of Directors during the year. List of Board of Directors/KMP for
the given year is attached in Annexure A.
4. Adequate notice is given to all the directors to schedule the Board
Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
5. All the decisions at Board Meeting are carried out unanimously as
recorded in the minutes of all such meetings.
6. The shareholding pattern of the Company as on 31/03/2025 is as
detailed in Annexure B.
7. The Company during the year has not created, modified or satisfied
charges on the assets of the
Company.
8. The Company has duly followed all requirements of Section 173 of the
Companies Act, 2013 and has conveyed 5 (Five) Board Meetings during the audit period.
9. The EGM of the Company was held on 01st April, 2024
during the audit period.
10. The AGM of the Company for the Financial Year 2023-2024 was held on
30th September, 2024 at the registered office of the Company.
We further report that:
(a) The Company has duly followed the Secretarial Standards approved by
the Central Government and issued by the Institute of Company Secretaries of India (ICSI);
(b) The Company has complied with Corporate Governance Voluntary Guidelines, 2009 issued
by Ministry of Corporate Affairs, Government of India.
We Further Report that the Company has complied with the following
Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (Not applicable to Company during the audit
period); (b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (Not applicable to Company during the audit period); (c) The
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (Not applicable to Company during the audit period); (d) The Securities
and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014-notified on 28/10/2014 (Not applicable to Company
during the audit period); (e) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008 (Not applicable to Company during the audit
period); (f) The Securities and Exchange Board of India (Registrar to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client
(Not applicable as the Company is not registered as Registrar to an Issue and Share
Transfer Agents during the audit period); (g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009 (Not applicable to Company during the audit
period); (h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable to Company during the audit period); (i) The
Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act (Not
applicable to Company during the audit period);
(j) The Securities Contracts (Regulation) Act, 1956 (SCRA) and rules
made there under (Not applicable to Company during the audit period) (k) The provisions of
Corporate Social Responsibility Voluntary Guidelines, 2009 (Not applicable to the Company
during the audit period); (l) The Provisions of Foreign Exchange Management Act, 1999 and
the rules and regulations made there under to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings (Not applicable to the
Company during the audit period);
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
This report is to be read with our letter which is annexed as Annexure
C and forms an integral part of this report.
List of Composition of Board of Directors /KMP as on 31st
March, 2025
SNo |
Name |
DIN/PAN |
Designation |
Appointment |
Cessation |
| 1. |
Mr. Banwari Lal Todi |
02260178 |
Director |
01/07/2013 |
- |
| 2. |
Mrs. Sharda Devi Todi |
01351603 |
Director |
01/07/2013 |
- |
|
Mrs. Anu Sharma |
|
|
|
|
| 3. |
(Appointed) |
07301904 |
Director |
01/04/2024 |
- |
ANNEXURE-B
Statement showing shareholding pattern of the Promoter/ Promoter Group
and Public as on 31st March, 2025
Shareholding of Equity Shares:
S No |
Name of Shareholder(s) |
|
% of |
|
|
No. of Shares |
|
|
|
|
Shareholding |
| 1. |
Genus Prime Infra Limited |
3,25,600 |
98.49 |
| 2. |
Amit Agarwal (Nominee) |
5,000 |
1.51 |
|
Total |
3,30,600 |
100 |
Our report is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of Company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of accounts of the Company.
4. Wherever required, we have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of provisions of corporate and other applicable laws,
rules, regulations, standards is the responsibility of management. Our examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2025
[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Star Vanijya Private Limited
We have conducted the Secretarial Audit of the compliance of the
applicable statutory provisions and the adherence to good corporate practices by Star
Vanijya Private Limited (hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliance and expressing our opinion thereon.
Based on our examination and verification of the registers, records and
documents produced to us and according to information and explanations given to us by the
Company, we report that the Company has in our opinion, complied with the provisions of
the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and
Articles of Association of the Company.
We hereby report that in our opinion, the Company has, during the audit
period covering the financial year ended on 31st March, 2025, complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
1. The status of the Company during the financial year has been an
Unlisted Private Company.
2. The Company is a Subsidiary Company of Genus Prime Infra Limited.
3. The Board of Directors/KMP of the Company is duly constituted. There
were no changes in the Board of Directors during the year. List of Board of Directors/KMP
for the given year is attached in Annexure A.
4. Adequate notice is given to all the directors to schedule the Board
Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
5. All the decisions at Board Meeting are carried out unanimously as
recorded in the minutes of all such meetings.
6. The shareholding pattern of the Company as on 31/03/2025 is as
detailed in Annexure B.
7. The Company during the year has not created, modified or satisfied
charges on the assets of the Company.
8. The Company has duly followed all requirements of Section 173 of the
Companies act 2013 and has conveyed 5 (Five) Board Meetings during the audit period.
9. The AGM of the Company for the Financial Year 2023-2024 was held on
30th September, 2024 at the Registered Office of the Company.
We further report that:
(a) The Company has duly followed the Secretarial Standards approved by
the Central Government and issued by the Institute of Company Secretaries of India (ICSI);
(b) The Company has complied with Corporate Governance Voluntary Guidelines, 2009 issued
by Ministry of Corporate Affairs, Government of India.
We Further Report that the Company has complied with the following
Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (Not applicable to Company during the audit
period); (b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (Not applicable to Company during the audit period); (c) The
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (Not applicable to Company during the audit period); (d) The Securities
and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014-notified on 28/10/2014 (Not applicable to Company
during the audit period); (e) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008 (Not applicable to Company during the audit
period); (f) The Securities and Exchange Board of India (Registrar to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client
(Not applicable as the Company is not registered as Registrar to an Issue and Share
Transfer Agents during the audit period); (g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009 (Not applicable to Company during the audit
period); (h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable to Company during the audit period);
(i) The Depositories Act, 1996 and the Regulations and Bye-laws framed
under that Act (Not applicable to Company during the audit period); (j) The Securities
Contracts (Regulation) Act, 1956 (SCRA) and rules made there under (Not applicable to
Company during the audit period) (k) The provisions of Corporate Social Responsibility
Voluntary Guidelines, 2009 (Not applicable to the Company during the audit period); (l)
The Provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made
there under to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings (Not applicable to the Company during the audit period);
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
This report is to be read with our letter which is annexed as Annexure
C and forms an integral part of this report.
List of Composition of Board of Directors /KMP as on 31st
March, 2025
SNo |
Name |
DIN/PAN |
Designation |
Appointment |
Cessation |
| 1. |
Mr. Banwari Lal Todi |
02260178 |
Director |
01/07/2013 |
- |
| 2. |
Mrs. Sharda Devi Todi |
01351603 |
Director |
01/07/2013 |
- |
| 3. |
Mr. Udit Agarwal |
02820615 |
Director |
12/08/2020 |
- |
ANNEXURE-B
Statement showing shareholding pattern of the Promoter/ Promoter Group
and Public as on 31st March, 2025
Shareholding of Equity Shares:
S No |
Name of Shareholder(s) |
|
% of |
|
|
No. of Shares |
|
|
|
|
Shareholding |
| 1. |
Genus Prime Infra Limited |
3,71,800 |
98.67 |
| 2. |
Amit Agarwal (Nominee) |
5,000 |
1.33 |
|
Total |
3,76,800 |
100 |
Our report is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of Company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of accounts of the Company.
4. Wherever required, we have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of provisions of corporate and other applicable laws,
rules, regulations, standards is the responsibility of management. Our examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2025
[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Sunima Trading Private Limited
We have conducted the Secretarial Audit of the compliance of the
applicable statutory provisions and the adherence to good corporate practices by Sunima
Trading Private Limited (hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliance and expressing our opinion thereon.
Based on our examination and verification of the registers, records and
documents produced to us and according to information and explanations given to us by the
Company, we report that the Company has in our opinion, complied with the provisions of
the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and
Articles of Association of the Company.
We hereby report that in our opinion, the Company has, during the audit
period covering the financial year ended on 31st March, 2025, complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
1. The status of the Company during the financial year has been an
Unlisted Private Company.
2. The Company is a Subsidiary Company of Genus Prime Infra Limited.
3. The Board of Directors/KMP of the Company is duly constituted. There
were changes in the Board of Directors during the year. List of Board of Directors/KMP for
the given year is attached in Annexure A.
4. Adequate notice is given to all the directors to schedule the Board
Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
5. All the decisions at Board Meeting are carried out unanimously as
recorded in the minutes of all such meetings.
6. The shareholding pattern of the Company as on 31/03/2025 is as
detailed in Annexure B.
7. The Company during the year has not created, modified or satisfied
charges on the assets of the Company.
8. The Company has duly followed all requirements of Section 173 of the
Companies act 2013 and has conveyed 5 (Five) Board Meetings during the audit period.
9. The EGM of the Company was held on 01st April, 2024
during the audit period.
10. The AGM of the Company for the Financial Year 2023-2024 was held on
30th September, 2024 at the Registered Office of the Company.
We further report that:
(a) The Company has duly followed the Secretarial Standards approved by
the Central Government and issued by the Institute of Company Secretaries of India (ICSI);
(b) The Company has complied with Corporate Governance Voluntary Guidelines, 2009 issued
by Ministry of Corporate Affairs, Government of India.
We Further Report that the Company has complied with the following
Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (Not applicable to Company during the audit
period); (b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (Not applicable to Company during the audit period); (c) The
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (Not applicable to Company during the audit period); (d) The Securities
and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014-notified on 28/10/2014 (Not applicable to Company
during the audit period); (e) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008 (Not applicable to Company during the audit
period); (f) The Securities and Exchange Board of India (Registrar to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client
(Not applicable as the Company is not registered as Registrar to an Issue and Share
Transfer Agents during the audit period); (g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009 (Not applicable to Company during the audit
period); (h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable to Company during the audit period); (i) The
Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act (Not
applicable to Company during the audit period);
(j) The Securities Contracts (Regulation) Act, 1956 (SCRA) and rules
made there under (Not applicable to Company during the audit period) (k) The provisions of
Corporate Social Responsibility Voluntary Guidelines, 2009 (Not applicable to the Company
during the audit period); (l) The Provisions of Foreign Exchange Management Act, 1999 and
the rules and regulations made there under to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings (Not applicable to the
Company during the audit period);
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
This report is to be read with our letter which is annexed as Annexure
C and forms an integral part of this report.
List of Composition of Board of Directors /KMP as on 31st
March, 2025
SNo |
Name |
DIN/PAN |
Designation |
Appointment |
Cessation |
| 1. |
Mr. Banwari Lal Todi |
02260178 |
Director |
01/07/2013 |
- |
| 2. |
Mrs. Sharda Devi Todi |
01351603 |
Director |
01/07/2013 |
- |
| 3. |
Mrs. Anu Sharma |
01641506 |
07301904 |
01/04/2024 |
- |
|
(Appointed) |
|
|
|
|
Statement showing shareholding pattern of the Promoter/ Promoter Group
and Public as on 31st March, 2025
Shareholding of Equity Shares:
S No |
Name of Shareholder(s) |
|
% of |
|
|
No. of Shares |
|
|
|
|
Shareholding |
| 1. |
Genus Prime Infra Limited |
3,35,000 |
98.53 |
| 2. |
Amit Agarwal (Nominee) |
5,000 |
1.47 |
|
Total |
3,40,000 |
100 |
Our report is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of Company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of accounts of the Company.
4. Wherever required, we have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of provisions of corporate and other applicable laws,
rules, regulations, standards is the responsibility of management. Our examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Secretarial Compliance Report of GENUS PRIME INFRA LIMITED For the
financial year ended 31st March, 2025
(Pursuant to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
I have examined: a) all the documents and records made available to us
and explanation provided by GENUS PRIME INFRA LIMITED having CIN-L24117UP2000PLC032010
("the listed entity"), b) the filings/ submissions made by the listed entity to
the Stock Exchanges, c) website of the listed entity, d) any other document/ filing, as
may be relevant, which has been relied upon to make this Report, for the financial year
ended March 31, 2025 ("Review Period") in respect of compliance with the
provisions of a) the Securities and Exchange Board of India Act, 1992 ("SEBI
Act") and the regulations, circulars, guidelines issued thereunder; and b) the
Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and
the regulations, circulars, guidelines issued thereunder by the Securities and
Exchange Board of India ("SEBI");
The specific Regulations, whose provisions and the circulars/guidelines
issued thereunder, have been examined, include: -
(a) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015; (b) Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations,
2018; (N.A) (e) Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021; (N.A)
(f) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; (N.A) (g) Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015; (h) Securities and Exchange
Board of India (Depositories and Participants) Regulations, 2018; (i) other regulations as
applicable. and circulars/ guidelines issued thereunder; and based on the above
examination, I hereby report that, during the Review Period: (a) The listed entity has
complied with the provisions of the above Regulations and circulars/ guidelines issued
thereunder, except in respect of matters specified below:
S |
Complia |
Regula |
Deviat |
Acti |
Typ |
Detail |
Fine |
Observa |
Manage |
Rema |
r. |
nce |
tion/ |
ions |
ons |
e of |
s of |
Amo |
tions/ |
ment |
rks |
N |
Require |
Circula |
|
take |
Acti |
Viola |
unt |
Remarks |
Respons |
|
o. |
ment |
r No. |
|
n by |
on |
tion |
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of the |
e |
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(Regulat |
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Practicin |
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ions |
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g |
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circular |
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Compan |
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s |
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y |
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guidelin |
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Secretar |
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es |
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y |
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includin |
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g |
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specific |
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clause) |
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NIL |
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(b) The listed entity has taken the following actions to comply with
the observations made in previous reports:
Sr. |
Observations/Remar |
Observation |
Compliance |
Details of |
Remedia |
Commen |
No |
ks of the Practicing |
s made in |
Requiremen |
violation / |
l actions, |
t s of the |
. |
Company Secretary |
the |
t |
Deviation |
if any, |
PCS on |
|
(PCS) in the previous |
Secretarial |
(Regulation |
s and |
taken by |
the |
|
reports |
Compliance |
s/ circulars/ |
actions |
the |
actions |
|
|
report for |
guidelines |
taken |
listed |
taken by |
|
|
the year |
including |
/penalty |
entity |
the listed |
|
|
ended 31st |
specific |
imposed, |
|
entity |
|
|
March,2024 |
clause) |
if any, on |
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the listed |
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entity |
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NOT APPLICABLE |
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I hereby report that, during the review period the compliance status of
the listed entity with the following requirements:
Sr. |
Particulars |
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Compliance |
Observations/ |
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No. |
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Status (Yes/ |
Remarks by PCS |
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No/ NA) |
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1. |
Secretarial Standards: |
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Yes |
The Company has |
duly |
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|
complied |
with |
the SS |
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The Compliances of |
the |
listed entity are |
in |
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|
accordance with |
the |
applicable Secretarial |
|
issued by ICSI. |
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Standards (SS) issued by the |
Institute |
|
of |
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Company Secretaries of India
(ICSI). |
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2. |
Adoption and |
timely |
updation of |
the |
Yes |
The |
Company |
has |
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Policies: |
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updated |
all |
applicable |
|
|
All applicable policies |
under |
SEBI |
|
policies |
under SEBI |
|
|
Regulations |
are |
adopted |
with |
the |
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Regulations |
and |
the |
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|
approval of board of directors
of the |
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listed entities. |
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same |
are |
in |
conformity |
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|
All the |
policies |
are in conformity |
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with |
SEBI Regulations |
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with SEBI |
Regulations |
and |
have |
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|
been reviewed & updated on |
time, |
|
and |
|
have |
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been |
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as per |
the |
regulations/ |
circulars/ |
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reviewed. |
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|
guidelines issued by SEBI. |
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3. |
Maintenance and disclosures
on Website: |
Yes |
The |
Company |
has |
|
|
|
|
|
|
|
|
|
|
maintained |
|
fully |
|
|
The Listed |
entity is maintaining a |
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|
functional website. |
|
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|
functional website at |
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|
Timely |
dissemination |
of |
the |
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www. |
genusprime.com |
|
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documents/ |
information |
under |
a |
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separate section on the website |
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Web-links |
provided |
in annual |
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|
corporate governance reports |
under |
|
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Regulation 27(2) are accurate |
and |
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specific |
which |
redirects to |
the |
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relevant |
document(s)/ section of |
the |
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website. |
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4. |
Disqualification of
Director(s): |
|
|
|
|
Yes |
None |
of |
the |
director of |
|
|
|
|
|
|
|
|
|
|
the |
Company |
are |
|
None of the Director(s) of the
listed entity is/ |
|
|
|
|
|
|
|
are disqualified |
under Section |
164 of |
the |
|
disqualified under |
|
|
Companies Act, |
2013 as |
confirmed by |
the |
|
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Section |
164 |
of |
the |
|
listed entity. |
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Companies Act, 2013. |
5. |
Details |
related |
to |
Subsidiaries |
of |
listed |
Yes |
The |
Company |
has |
|
entities have been examined
w.r.t.: |
|
|
|
|
|
|
|
|
|
|
|
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|
|
disclosed |
its |
material |
|
(a) |
Identification |
of material |
subsidiary |
|
and/or other subsidiary. |
|
|
companies. |
|
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|
(b) |
Disclosure requirement |
of material as |
|
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|
well as other subsidiaries. |
|
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|
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|
|
| 6. |
Preservation of Documents: |
|
|
|
Yes |
The Company has |
|
|
|
|
|
|
|
|
|
|
|
complied with the SEBI |
|
The |
listed entity |
|
is |
preserving |
and |
|
|
|
|
|
|
maintaining records as
prescribed under SEBI |
|
Regulations for |
|
|
Regulations and disposal |
of records as per |
|
|
|
|
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|
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|
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|
|
|
preserving and |
|
|
Policy |
of Preservation of Documents
and |
|
|
|
|
|
|
Archival policy prescribed
under SEBI LODR |
|
maintaining records as |
|
Regulations, 2015. |
|
|
|
|
|
|
|
|
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|
|
|
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|
prescribed and has duly |
|
|
|
|
|
|
|
|
|
|
in place the said policy. |
|
Performance Evaluation: |
|
|
|
|
|
|
|
|
| 7. |
|
|
|
|
|
|
|
|
Yes |
The |
Company |
duly |
|
The listed entity has |
conducted performance |
|
conducted |
performance |
|
evaluation of the |
|
Board, |
Independent |
|
evaluation of the Board, |
|
Directors and the Committees |
at the start of |
|
Independent |
Directors |
|
every financial year/ during
the financial year |
|
and |
the Committees at |
|
as prescribed in SEBI
Regulations. |
|
|
|
the |
start |
of |
every |
|
|
|
|
|
|
|
|
|
|
financial year. |
|
| 8. |
Related Party Transactions: |
|
|
|
|
|
|
|
|
|
(a) |
The listed entity |
has |
obtained |
prior |
|
|
|
|
|
|
|
approval of |
Audit |
Committee for all |
NA |
There were no such |
|
|
|
related party transactions; or |
|
|
|
material transactions. |
|
(b) |
In case no prior approval
obtained the |
|
|
|
|
|
|
|
listed entity |
shall provide |
detailed |
|
|
|
|
|
|
|
reasons along |
with |
confirmation |
|
|
|
|
|
|
|
whether the |
transactions |
were |
|
|
|
|
|
|
|
subsequently |
|
|
|
|
|
|
|
|
|
|
|
|
|
approved/ratified/rejected by
the audit |
|
|
|
|
|
|
|
committee. |
|
|
|
|
|
|
|
|
|
|
|
| 9. |
Disclosure of events or
information: |
|
Yes |
The |
Company |
has |
|
|
|
|
|
|
|
|
|
|
provided |
all |
the |
|
The listed entity has provided
all the required |
|
|
|
|
|
|
disclosure(s) under |
Regulation |
30 |
along with |
|
required |
disclosure(s) |
|
Schedule III of SEBI |
LODR Regulations, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
under |
Regulation |
30 |
|
2015 |
within the |
time |
limits |
prescribed |
|
|
|
|
|
|
thereunder. |
|
|
|
|
|
|
|
along |
with |
Schedule III |
|
|
|
|
|
|
|
|
|
|
of |
SEBI |
(LODR) |
|
|
|
|
|
|
|
|
|
|
Regulations, |
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
within |
the |
time |
limits |
|
|
|
|
|
|
|
|
|
|
|
prescribed thereunder. |
10. |
Prohibition of Insider
Trading: |
|
|
|
Yes |
The Company has duly |
|
|
|
|
|
|
|
|
|
|
|
complied with |
|
|
The listed |
entity |
is |
in |
compliance |
with |
|
Regulation 3(5) & 3(6) |
|
Regulation |
3(5) & |
3(6) SEBI |
(Prohibition of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of SEBI (Prohibition of |
|
Insider Trading) Regulations,
2015. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insider Trading) |
|
|
|
|
|
|
|
|
|
|
|
|
Regulations, 2015. |
|
Actions taken |
by |
SEBI |
or |
Stock |
|
|
|
|
|
11. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange(s), if any: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NA |
No such action has been |
|
No action(s) has been taken
against the listed |
|
taken against |
the |
listed |
|
entity/ its |
promoters/ |
directors/ |
subsidiaries |
|
entity/ |
its |
promoters/ |
|
either by |
SEBI |
or |
by |
Stock |
Exchanges |
|
directors/ |
subsidiaries |
|
(including |
under |
the Standard |
Operating |
|
either by SEBI |
or by |
|
Procedures |
issued |
by |
SEBI through various |
|
Stock Exchange. |
|
|
circulars) |
under |
SEBI |
Regulations |
and |
|
|
|
|
|
|
circulars/ guidelines issued
thereunder or |
|
|
|
|
|
|
|
The actions taken against the
listed entity/ its |
|
|
|
|
|
|
promoters/ |
directors/ |
subsidiaries |
either |
by |
|
|
|
|
|
|
SEBI or by Stock Exchanges are
specified in |
|
|
|
|
|
|
the last column. |
|
|
|
|
|
|
|
|
|
|
|
|
12. |
Resignation of statutory |
auditors from |
the |
|
|
|
|
|
|
listed entity or its
material subsidiaries: |
|
|
|
|
|
|
|
In case of |
resignation of statutory
auditor |
|
|
|
|
|
|
from the listed entity |
or any |
of |
its material |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NA |
There |
was |
no |
such |
|
subsidiaries during the
financial |
year, |
the |
|
|
|
|
|
|
listed entity and |
/ |
or |
its |
material |
|
instance of resignation. |
|
subsidiary(ies) has / |
have |
complied |
with |
|
|
|
|
|
|
paragraph |
6.1 and 6.2 of section V-D |
of |
|
|
|
|
|
|
chapter V of the |
Master |
Circular |
on |
|
|
|
|
|
|
compliance with the provisions
of the LODR |
|
|
|
|
|
|
Regulations by listed entities. |
|
|
|
|
|
|
|
|
|
13. |
Additional Non-Compliances,
if any: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No additional non- |
|
|
|
|
|
|
|
|
|
|
NA |
|
|
|
|
|
No additional non-compliances
observed |
for |
|
compliance observed |
|
any SEBI regulation/ |
circular/ |
guidance note |
|
for any SEBI |
|
|
|
etc. |
|
|
|
|
|
|
|
|
|
regulation/ circular/ |
|
|
|
|
|
|
|
|
|
|
|
guidance notes etc. |
Assumptions & Limitation of Scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of
documents and information furnished, are the responsibilities of the management of the
listed entity.
2. Our responsibility is to report based upon our examination of
relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of
financial records and books of account of the listed entity.
4. This report is solely for the intended purpose of compliance in
terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is neither an assurance as to the future viability of the listed
entity nor of the efficacy or effectiveness with which the management has conducted the
affairs of the listed entity.
Persons and entities comprising "Group/Person" as defined
under the Competition Act, 2002 for the purpose of relevant SEBI provisions, include the
following:
1. |
Ishwar Chand Agarwal |
31. |
Banwari Lal Todi (HUF) |
2. |
Shanti Devi Agarwal |
32. |
Anand Todi (HUF) |
3. |
Kailash Chandra Agarwal |
33. |
R.K. Agarwal (HUF) |
4. |
Simple Agarwal |
34. |
N.P. Todi (HUF) |
5. |
Amit Kumar Agarwal |
35. |
Amrit Lal Todi (HUF) |
6. |
Parul Agarwal |
36. |
Amit Agarwal (HUF) |
7. |
Rajendra Agarwal |
37. |
Genus Apparels Limited |
8. |
Monisha Agarwal |
38. |
Genus Innovation Limited |
9. |
Jitendra Agarwal |
39. |
Genus International Commodities Limited |
10. |
Anju Agarwal |
40. |
Genus Paper & Boards Limited |
11. |
Manju Devi Todi |
41. |
Hi-Print Electromack Private Limited |
12. |
Anand Todi |
42. |
I.C. Finance Private Limited |
13. |
Sharda Todi |
43. |
J C Textiles Private Limited |
14. |
Ashutosh Todi |
44. |
Kailash Coal and Coke Company Limited |
15. |
Amrit Lal Todi |
45. |
Kailash Industries Limited |
16. |
Banwari Lal Todi |
46. |
Kailash Vidyut & Ispat Limited |
17. |
Rubal Todi |
47. |
Virtuous Infra Limited |
18. |
Himanshu Agarwal |
48. |
Yajur Commodities Limited |
19. |
Richa Agarwal |
49. |
Genus Power Infrastructures Limited |
20. |
Narayan Prasad Todi |
|
|
21. |
Seema Todi |
|
|
22. |
Yash Todi |
|
|
23. |
K.C. Agarwal (HUF) |
|
|
24. |
Ishwar Chand Agarwal (HUF) |
|
|
