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Corporate Governance

Corporate Governance

An organization is built on reputation that comes from more than just business or market performance. It comes from the core values practiced by the organization. Good corporate governance underpins the success and integrity of the organization.  It is one of the essential pillars for the efficient and sustainable growth. We’ve adopted comprehensive corporate standards and policies to govern our operations and ensure accountability for our actions. The board of directors of the Genus Innovation Limited has adopted the adherent guidelines in furtherance of its continuing efforts to enhance its corporate governance. The board will continue to review and amend the guidelines/polices as it deems fit & appropriate in the best interest of Company’s stakeholders and business associates.

Date/Period Particular Details
28-01-2021 Annual Return Annual Return
18-01-2021 Model Appointment Letter of Independent Directors Model Appointment Letter

Corporate Governance

Vigil Mechanism

Vigil Mechanism/Whistle Blower Policy

1. PREAMBLE
Genus Innovation Limited (hereafter referred to as “GIL” or “Company” in this document) believes in the conduct of its operations in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Hence, the Company has adopted a well-defined and comprehensive Code of Conducts (“the Code”), which enumerates guiding principles of behavior and activities for directors and employees of the Company. The Code ensures highest standard of ethical conduct of every Board member and employee and helps to achieve performance goals with sincerity. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be 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.

2. VIGILANCE/WHISTLEBLOWER POLICY
Section 177(9) of the Companies Act, 2013 mandates the following classes of companies to constitute a vigil mechanism –
– Every listed company;
– Every other company which accepts deposits from the public;
– Every company which has borrowed money from banks and public financial institutions in excess of Rs. 50 crores.
In compliance of the above requirements, GIL has formulated its Vigil Mechanism/Whistle Blower Policy (“the Policy”) with a view to establish a vigil mechanism for directors and employees of the Company to report genuine concerns in such manner as may be prescribed, to the Vigilance Officer / Chairperson of the Audit Committee of the Company.

3. DEFINITIONS
(a) “Audit Committee” means the Audit Committee of Directors constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013.
(b) “Employee” means every employee of the Company (whether working in India or abroad), including the directors in the employment of the Company.
(c) “Code” means the Code of Conduct for Directors and Employees.
(d) “Director” means every Director of the Company, past or present.
(e) “Vigilance Officer” is a person, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
(f) “Investigator” is a person authorised, appointed, consulted or approached by the Vigilance Officer/Chairperson of the Audit Committee and includes the auditors of the Company and the police.
(g) “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity under the title “scope of the policy” with respect to the Company.
(h) “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
(i) “Whistleblower” means an employee or director making a Protected Disclosure under this Policy.

4. SCOPE
The Policy is an extension of Code and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:
(a) Breach of the Company’s Code of Conduct
(b) Breach of Business Integrity and Ethics
(c) Pilferation of confidential/propriety information
(d) Breach of terms and conditions of employment and rules thereof
(e) Intentional financial irregularities, including fraud, or suspected fraud
(f) Procurement fraud
(g) Conflict of interest
(h) Deliberate violation of laws/regulations
(i) Gross or Willful Negligence causing substantial and specific danger to health, safety and environment
(j) Manipulation of company data/records
(k) Gross Wastage/misappropriation of Company funds/assets
(l) Corruption & bribery
(m) Unfair trade practices & anti-competitive behaviour
(n) Sexual harassment

5. ELIGIBILITY
All directors and employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company or any other Group Company.

6. PROCEDURE
(a) All Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistleblower.
(b) All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairperson of the Audit Committee.

The contact details of the Vigilance Officer are as under:-
Mr. Yash Todi
Director (DIN: 08034207),
Genus Innovation Limited
SPL-2B, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022 (Raj.)
Contact Details: Phone: (+91) 9610300700; Email: yash.todi@genus.in

The contact details of the Chairperson of the Audit Committee are as under:-
Mr. Suresh Kumar Agarwal
Chairperson – Audit Committee of Directors
C/o Internal Audit Department,
SPL-2B, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022 (Raj.)
Contact Details: Phone: (+91) 8890100001; Email info@ganganagarmotors.com
(c) The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistleblower. The Vigilance Officer / Chairperson of the Audit Committee, as the case may be, shall detach the covering letter and process only the Protected Disclosure.
(d) Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.
(e) In order to protect the identity of the complainant, no acknowledgement shall be issued to the complainant. Further, they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
(f) Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.

7. INVESTIGATION
(a) All Protected Disclosures under this policy will be thoroughly investigated. The Vigilance Officer will carry out an investigation either himself/herself or by involving any other Officer of the Company/ Committee constituted for the same /an outside agency before referring the matter to the Audit Committee of the Company.
(b) The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation.
(c) The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.
(d) The investigation shall be completed normally within 30 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.
(e) Subjects shall have a duty to co-operate with the Vigilance Officer / Chairperson of the Audit Committee or any of the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
(f) Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
(g) Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
(h) Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.

8. PROTECTION
(a) No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided.
(b) The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
(c) The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

9. DECISION
(a) If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairperson of the Audit Committee shall recommend to the Management of the Company to take such disciplinary or corrective action as it may deem fit.
(b) Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy, shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
(c) A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

10. REPORTING
The Vigilance Officer shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

11. CONFIDENTIALITY
The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.
(5)

12. DISQUALIFICATIONS
While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention. Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

13. RETENTION OF DOCUMENTS
All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

14. AMENDMENT
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.

15. DISCLOSURE OF INFORMATION
The details of the establishment of the Company’s Vigil Mechanism/Whistle Blower Policy shall be disclosed on its website, if any, and in the Board’s report.

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Corporate Governance

Corporate Announcements

Date/Period Particular Datails
04-12-2020 Notice of Shareholders Meeting Notice of AGM

Corporate Social Responsibility

CSR Policy

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

1. Preamble

Genus Innovation Limited (hereafter referred to as “GIL” or “Company” in this document) is committed towards nation and society for bringing constructive changes to the lives of mankind. GIL understands its moral, social and business responsibility to protect, preserve & nurture human values and also to promote socio-economic welfare. GIL surely believes in sharing the profits not only with its members but also with the people around it. GIL always gives preference to the local areas where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.

2. CSR Vision

GIL’s CSR vision entails –

  • To promote employability through technical education for vulnerable sections of society by pulsating partnerships with the government, NGO’s, Trusts and other organizations.
  • To eradicate hunger and poverty by providing equipments/systems to poor and unemployed people to make them self-employed and thereby bring them into the mainstream of the society.
  • To promote environmental sustainability and ecological balance by supporting the mission of green initiative through proactively involvement in tree plantation.  To promote healthcare by providing financial and manpower assistance to various healthcare programs and institutions.
  • To promote animal welfare by providing financial assistance for construction and maintenance of Gaushala for gau-sewa, specially taking care of injured and medically challenged cows, bulls & calves.

3. Objectives of the Policy

The objectives of this policy are to –

  • Active involvement in the social and economic development of the society, in which we operate.
  • Share profits with the society around us through responsible business practices and good governance.
  • Bring constructive changes to the lives of mankind.

4. Scope and Applicability

  • GIL’s CSR policy has been developed in consonance to Section 135 of the Companies Act 2013 (referred to as the Act in this policy) on CSR and in accordance with the CSR rules (hereby referred to as the Rules) notified by the Ministry of Corporate Affairs, Government of India in 2014.
  • The Policy shall apply to all CSR projects/programmes undertaken by the Company in India as per Schedule VII of the Act.
  • This policy shall be applicable to Genus Innovation Limited including all its subsidiaries, if any and all their employees. However, no exclusive activities would be undertaken only for employees.

5. CSR Committee

At GIL, CSR structure will be governed and headed by the Board Level CSR Committee. It will be ultimately responsible for all CSR’s programmes/activities/projects undertaken by the Company. The committee will report to the Board of Directors of the Company.

Composition of the CSR committee:
Name of the Member                 Position                   Category
Mr. Vikas Kothari                          Chairman                 Independent Non-Executive
Mr. Narayan Prasad Todi             Member                   Whole Time Director
Mr. Amrit Lal Todi                         Member                   Non-Executive, Non-Independent

The terms of reference of the Committee inter alia, include the following:

  • To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
  • To recommend the amount of expenditure to be incurred on the CSR activities; and  To monitor the implementation of the CSR Policy.

6. CSR Budget and CSR Expenditure

The total budget for the CSR projects will be decided by the CSR Committee for an approximate sum equivalent to 2% of the average net profits of the company made during the three immediately preceding financial years, in every financial year. CSR expenditure shall include all expenditure including contribution to corpus, or on projects or programs relating to CSR activities approved by the Board on the recommendation of the CSR Committee. Any surplus arising from any CSR programmes/activities/projects shall not form part of the business profit of the Company and shall be used for CSR only. Accordingly, any income arising from CSR Programmes will be netted off from the CSR expenditure and such net amount will be reported as CSR expenditure.

7. Focus Areas

Eradicating hunger and poverty.

  • Provide equipments/systems to poor and unemployed people to make them self-employed and thereby bring them into the mainstream of the society.
  • Help rural youth to set up their own small workshops in villages to earn their livelihood with pride.
  • Such other programmes as may be decided by the CSR committee in conformity with Schedule VII of the Act.

Environmental sustainability and ecological balance.

  • Use and develop environment friendly technology
  • Use and develop Non- conventional Energy Sources like Solar lighting System
  • Support the mission of green initiative by tree plantation and protection
  • Help the farmers for cultivation of suitable crops or plants on their wasteland by providing seedlings for setting up plantations
  • Provide free technical and financial assistance for organic farming
  • Such other programmes as may be decided by the CSR committee in conformity with Schedule VII of the Act.

Promoting education

  • Provide technical and commercial education to destitute with a view to develop skills in rural areas
  • Constructing educational facilities viz: school buildings, library, classrooms and repair, maintenance of schools in weaker rural areas
  • Grant of scholarship & assistance to deserving young students of weaker sections of society belonging to backward categories including students with physical disabilities
  • Such other programmes as may be decided by the CSR committee in conformity with Schedule VII of the Act.

Promoting healthcare:

  • Organise camps for Blood donation, Eye checkup, General Health Checkups /Diet and Nutrition and such other camps as may be decided from time to time.
  • Providing sanitation facilities in most deserving areas.
  • Help Prakartik Chikitsalays or other health centres in Naturopathy by providing infrastructure assistance.
  • Such other programmes as may be decided by the CSR committee in conformity with Schedule VII of the Act.

Animal welfare

  • Construction and maintenance of Gaushala for gau-sewa, specially taking care of injured and medically challenged cows, bulls & calves.
  • Such other programmes as may be decided by the CSR committee in conformity with Schedule VII of the Act.

Infrastructure development

  • Drinking water facility in poverty stricken areas.
  • Irrigation facilities for poor and socially weak farmers in rural areas.
  • Construction of community centres/ night shelters/ old age homes.
  • Electricity facility for financially weak families in rural areas.
  • Supplementing development programme of government.
  • Such other programmes as may be decided by the CSR committee in conformity with Schedule VII of the Act.

Relief and Restoration in times of National Calamities

  • Provide suitable and possible assistance and depute volunteers and resources for relief and restoration at the time of national calamities.
  • Take suitable and possible steps for re-settlement and re-habilitation of people affected by natural calamities i.e. earthquake, super cyclone, draught etc.

8. Implementation

The CSR Committee will identify and implement its CSR programmes/activities/projects as per the Board’s approved CSR policy. This CSR Policy is based on learning from ongoing CSR activities of the Company. The CSR Committee will implement the Company’s CSR programmes/activities/projects through Company personnel or subsidiary company or holding company or associate company or through external implementing agencies or through ‘Jai Narayan Bajrang Lal Todi Trust’ or ‘Todi Agro Foundation’, (herein after referred to as the “Trust”). In case of Trust or external implementing agencies, the CSR Committee will specify the CSR programmes/activities/projects, which may be undertaken by the Trust/agencies in accordance with their Objects and administrative and accounting processes laid down in the respective Trust Deeds/ Memorandum and Articles of Association. The CSR committee will also specify the modality of execution of CSR programmes/activities/projects and implementation schedules for the same.

9. Monitoring and Reporting Framework

Every year, the CSR Committee will present its annual budgets and list of programmes, projects, and activities to the Board for its approval. The Board will consider and approve the CSR Plan with any modification that may be deemed necessary. The monitoring and reporting mechanism is divided into three distinct areas:

I. Programme Monitoring

II. Evaluation

III. Reporting and Documentation

I. Programme Monitoring

The CSR Committee shall monitor the implementation of the CSR Policy through periodic reviews and issue necessary directions from time to time to ensure orderly and efficient execution of the CSR programmes/activities/projects in accordance with this Policy.

II. Evaluation

The Board shall evaluate the implementation and impact of the CSR Policy on yearly basis.

III. Documentation and Reporting

The CSR Committee will prepare the annual CSR report and submit it to the Board. The Company will report, in the prescribed format the details of CSR initiatives and activities of the Company in the Directors’ Report and on the website of the Company, as required under the Act and Regulations.

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Corporate Social Responsibility

  • Animal Welfare
  • Healthcare
  • Education

Animal welfare, especially of cow is very important for consumers, farmers, the veterinary profession and government, as a criterion for ensuring acceptable standards and conditions of food production. Cow has a special place in Indian society and Hindu religion. Cow also contributes to the health environment. Cow urine and cow dung is used for different purpose in their daily life and medical activities. Recognizing this, Genus since inception has been contributing a portion of its income to ‘Rajaldesar Gaushala’, Rajaldesar (Rajasthan), which provides protective shelters for cows. Here, cows are cared warmly and fed with healthy stapple. It provides favorable environment and proper medical facilities to ill cows.

The Company has assisted in setting up of a naturopathy centre named as ‘Baldev Agarwal Naturopathy Centre’ in Moradabad, whose main objective is to deliver the services for healthy life to every class of people at very nominal rates. The main intent of this organization is to provide Holistic body treatment that purifies, rejuvenates and heals for perfect balance between your mind, body and soul & keeps you connected with the nature. Company’s mainly aims to encourage traditional and drugless sources of treatment which will help people lead healthier lives.

This Naturopathy center will provide relief, prevention and cure of specific diseases through a non- invasive therapy which combines nature cure with yoga and other drugless regimens; namely, diet therapy, physiotherapy, acupuncture which will reduce the crowd level at Hospitals and also brings down the Health Maintenance Cost almost up-to single penny a day.

The Company had made their contributions to a well known trust named Rajasthan Vanvasi Kalyan Parishad (Udaipur) for its “SINGLE TEACHER” school programme that facilitates Corporate Social Responsibility.

Ekalavya Vidhya Mandir (Single Teacher School):

In the far reaching areas of the tribal belts Vanvasi Kalyan Parishad has designed “SINGLE TEACHER” school programme. To help in building all-round personality and character of the children to sow the seeds of nationality and full participation of local people in economic, social, cultural and ethical awareness, these centers have been set-up in the remote villages.