Génus energizing lives Building Smart Metering Solutions Building Smart Infrastructure Annual Report 2014-2015 Tecnnotocy | quauity | coNsisreNcy(CTT h]0 ane collectively moving on the. path of success and lolol alas - cy # cy ” ° a+ a A ° 7 Pr ete ° Table of . : lorsetel eS alee” ° — ~ es 5 CEU Cee eae ena ms Oa Ce ented ae ° = TE a ee Perec cu es A \ cr a ° pl a 30 Corporate Governance Report | 80 Cash Flow Statement ra Cees Cer RouGenus Power Infrastructures Limited, an ISO 9001 & 14001 certified company is an integral part of the US $400 million Kailash Group. Pioneer in Smart Metering Solutions and ECC turnkey projects, Genus is equipped with avant- grade manufacturing facilities, complete forward and backward integration from plastic parts to final products, automated SMT lines, Lean Assembly techniques and a team of highly qualified and experienced engineers, Genus is committed to develop innovative and customized solution at an affordable price. Genus top-notch R&D Center, recognised by the Ministry of and Technology, Govt. of India, has enabled it to dominate the power infrastructure and be at the forefront of new technology. Genus is a proud CMMI level 3 Company, accredited with various national and international certifications such as ISI, KEMA, SABS, STS, ZIGBEE, UL and more.Génus { Highlights } Pei reer rected 201415 rm Rs Te Core repre ne anexpanding pra inthe ruse opeatag alt TON mowed 6 8.135 Coven FY 200415 from Re 7 Crore mpevosyest Gimeno ae ae fort) rot fre nese to Re rove ‘eared inte preven eee etc eat Crore at Mar 3, 201 fom Re abt Gore aya 2018 Perro ee) aaa Ore The Bard proposed 20% Dildend or abt sr agains YF 2039-16, Mission Delight customers with high quality innovative products and services in electrical and electronic fields. Our Values: The values that guide our every action are: + Exceed customer satisfaction in terms of quality, price, on-time delivery and support. + Aiways adhere to proper and high business ethics + Provide a place and nurturing environment for our employees to flourish and grow. + Develop long term relationships with the vendors/business partners to support our goals.chairman's letter Annual Report 2014-15 Experiments create the Specifications. Get Started!! “THINK INNOVATIVE” CHAIRMAN’S DESK Dear Shareholders, (On behalf ofthe Board of Directors of Genus Power Infrastructures Limited, the prestigious Indian Enterprise, itis my proud privilege ‘to once again present glimpses of your Company's operating and financial performance for the financial year 2014-15. Since the ‘operation started in 1995, we have seen mariy ups and downs during this successful caravan, though today, Genus has become a ‘dignified brand in providing reliable and customised solutions for power transmission and distrbution sector. ‘The financial year 2014-15 was one of the most commendable years so far. The outcome of this year was really remarkable. | am happy to state that your Company achieved sales of Rs, 92,894 Lacs and operating profit (EBIDTA) of Rs, 13,515 Lacs, which the highest ever madein the history of Genus. This year's sound performance was a resul of our strategy to focus on our core market Considering this excellent performance, the Board has recommended a dividend of Re 0.20 (Le. 20%) per equity share on equity shares of the face value of Re-1/- each. We recommended higher dividend this year as part of our commitment towards our shareholders to deliver an incremental retum in ne with the creditable performance ofthe Company. ‘Around the world, power infrastructure provider companies are continually challenged in today's extremely competitive business landscape. However Genus, wth its feet of smart solutions & futuristic approach, is continuously showcasing its own unique and innovative technological and operational excellence. With a legacy of over 20 years of trust and in-house R&D centre, Genus has strong recognition in the power utilities, asa unique source of ingenious and customised smart metering solutions. Genus is also enjoying the same high stature forts 'Engineering, Construction and Contract’ (ECC) project business in the power transmission and distribution sector, andis getting successive orders. ‘Asa part of business restructuring process, we have taken a decision to divest our power backup solutions business from FY 2015- 16.We opined that twil allow usto allocate our resources to those businesses that ae growing or have growth potential.Genus ty ete ovement da okig br potty. Me ean aang of preset inthe poe eve auesfoceengcusumeregeenonsivexe te We, asan organisation, are keen andardentbelevers of innovation through constant R&D. Our l-house RED centres poised to take ‘our operational and technological synergies to a higher level, especialy to cater opportunities arising from the Central ‘government's ambitious smart city and smart grid missions. Our constant RED efforts also enable us to provide products and solutions that delight customers. Our belief inthe Lean’ philosophy sharpens our focus on customer satisfaction and relentless climination of non-value added waste from our processes and operations Further, in order to meet the new challenges inthe industry, especialy the tough competition, we are consistently working on cost reduction measures and building a top-notch management team. We believe this momentum in our business wil radually be relectedin the proftabilty ofthe Company, Genus iswell positioned to decode the vast opportunities arising from the Prime Minister's Digital India initiative. We believe that the future of power industry is closely tied to our neighbouring regions and African countries that have similar development programmes and policy initiatives for power sector as lies in India. Being totally independent along with the tunmatched experience and domain expertise, we have unique capability to serve the power sector our neighbouring regions and ‘ican countries. With this, we are now determined to expand our activities in overseas market, ‘As part of our determination to rebuild the community around us, we have initiated a numberof significant CSR programmes this, year, which have been described in 2 separate annual report on CSR, forming part of this Annual Report. We have deep ingrained belief of doing business by adding value to the community and society through our dedicated CSR programs. I personally admire our management team because they brought an inimitable culture, which has taken our enterprise to a strong postion inthe power sector, The management and employees of your Company have worked very hard through all challenging times and continued to demonstrate their unswerving commitment to improve the business performance of your Company. Their unstinted support to build the sustainable and stronger corporate even while taking tough decisions, isthe foundation that will enable your Company to continue as profitable corporatein the coming years too. Toconclude, I would tke to sincerely thank our shareholders, who have continued to repose thei faith on us. lam also gratefulto the banks for their progressive support to your company during the financial year. Ishwar Chand Agarwal Executive Chairman Jaipur, August 12, 2015,Annual Report 2014-15 Directors’ Report Dear Members, Your Directors are pleased to present the 23rd Annual Report together with the audited financial statement ofthe Company fr the financial year ended March31,2015. FINANCIAL RESULTS ‘The Company's financial performance, fore financial year ended March 31, 2015 issummarized below: (fs in Lacs) Particulars ‘Yearended] Year ended| March31,2015|_March31,2014 Revenue from operations (gross) 9239353] 78,43854| Tota revenue 92,73647| _77,49203| Total expenses (excluding interest, depreciation and amortization) 7922102| _66,74225| Eamings before interest, depreciation and amortization 1351545| 10,749.78 Less: Interest, depreciation and amortization expenses 493329] 4620.06 Profit before exceptional and extrarcinay items 8,582.16 6,129.72 ‘Add/{Less): Exceptional terns 4.74858) Profit before tax and extraorcinary items 6.93858 6129.72 ‘Add/(Less): Extraordinary items 240.86 , Profit before tax (PBT) 7079.44 6129.72 (Less: Tax expenses (including MAT crecit) 1.76730) 293) Profit after tax (PAT) 531234 604673 Eamings per share (ater extraordinary items) (Basic) (In Rs) 207 324 Eamings per share (ater extraordinary tems) (Diluted) (in Rs) 2.06 324 REVIEW OF FINANCIAL PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS: ‘Your Company has continued to deliver astrong financial performance in the financial year 2014-15 recording the highest ever made tumover and operating profit in the history of Company. The key factors ofthe nancial performance of te Company, during the year Under review, areasunder: Revenue from operations grew by 18% to Rs. 92,893.53, Lacs in 2014-15 from Rs. 78,438.54 Lacs in the previous _year as aresultof continued trust of power uilties on smart ‘metering solutions and smart power infrastructures to Improve their nancial health, mainly through stoppage of powertransmissionanddstrbution losses. (Operating profit (EBITDA mounted to Rs, 13,515.45 Lacs in FY 2014-15 from Rs. 10,749.78 Lacs in previous year, as results of the increased sales at reasonable margin, ‘optimum procurement & utilization of raw materals with lean manufacturing techniques and effective execution of cost Lowering measures/techniques such as Kaizen, Lean Manufacturing and more, across al levels & functions in Company. In accordance with the provisions of Schedule Il of the Companies Act, 2013, the Company has revised the estimated useful lives of ied assets with effect from Apri. 01,2014, Accordingly, the netbook alue ofthe fred assets son AprilO1, 2014, is depreciated on a prospective bass ‘over the remaining useful life, wherever applicable. This change in accounting estimate has resulted in inetease in depreciation and amortization expenses forthe year ended March 31, 2015 by Rs. 93.17 Lacs with a cortesponding decrease In the net book value of the fed assets and reserves and surplus ofthe Company. in addtion, as perthe provision of Schedule Il read with notification dated August 29, 2014 isued by the Ministry of Corporate Affairs, the Company has opted to charge of to statement of profitand loss the carying amount of certain fixed assets, amounting to RS 84.46 Lacs, where remaining useful fe was “Ni” as ‘on Apritor,2014, Finance cost decreased to Rs. 5.32393 Lacs from Rs, 13,5652 Lacs in the previous year. This decrease was mainly atnbutable to low cost borrowings and effective lization of availabe funds. Profit before exceptional and extraordinary items increased by 40% to Rs. 8582.16 Lacs from Rs. 6,129.72 Lacs in previous year, Exceptional items of Rs. 1,743.58 Lacs for the year ended March’31,2015 pertains to provision for ciminutionin value of Investment in Genus $A Brazil During the year underGénus emeegiting lites, review, the Board has decided to write-off the Investment in the said JV after the due/necessary compliances and ‘approvals. The Board opinioned thet the financial scenario ‘and sales were worsened in the Joint Venture "Genus SA, Bai” and thus the Board hac to take the tough decision of. wring of the Irvestmentsin the Joint Venture. Though this has adversely impacted the bottomline ofthe Company but Inlonger perspective itll help the Company. . Extraordinary items amounting to Rs. 190.37 Lacs (net of tax Rs, $0.49 Lacs) relates to relief received from indian Oil Corporation Limited (IOCL) through RICO Limited against damages claimed by the Company towards IOCL's fre ‘2ccidentin the year 2009, . Net profit reduced by 12% to Rs. §.312.34 Lacs from As 6,046.79 Lacs inthe previous year mainly due to provision {or diminution invalue of investmentin Genus SA Brazil and non avalabilty of MAT credit in 2014-15 as avaliable in previous year . Earnings per share (Basic) after extraordinary tems forthe year ended March 31,2015 stoodat Rs. 207. . Net worth ofthe Company increased to Rs 48,481.25 Lacs roms. 43,112.75 Lacsas at March 31,2014 +The Company has written-off Uquidated camages and bad debts of Rs. 3,199.77 Lacs, which mainty represented Liguidatee damages and deductions by indenting agencies aspertheterms ofthe contracts of supplies. For narrowing our focus on core areas of greatest potentials, the Company has entered into an agreement with Genus Innovation Limited on February 17, 2015, for disposel/tansfer of its power backup solution business with effect from April 1,2015, The revenue and expenses in respect of the activities attributable to above discontinued operations included nthe results areas follows: (Bs. in Lacs) Yearended Particulars 3705/2015 3170572016 Revenue 1020888 6861.79 Expenses 997165 672959 Proft before tax 23720 152.20 Tax expenses 498 za Prof after tax 16759 70449 ‘The carrying amount as at March 31, 2015 relating to above business is as follows: (s.in Lacs) Particulars ASA 31708/2015 3170872014 Total Assets 512737 481904 Total Liaities 44525 35508 Net Assets 4682.14 448596 ‘The Company has started commercial production at its new ‘manufacturing unit at $P-1-2817, Ramchandrapura, RICO Indusrat ‘Area, Stapura Extension, Jaipur with effect from February 11, 2015, ‘The commencement of manufacturing operations at the new unit, ‘aims to expand and modernize the manufacturing proces including strengthening the process of backward integration, This would also ensure the higher level of efficiency and better control over, operations. This Ramchancrapura unit an integrated manufacturing Unit, spread over 15000 sq. mts, vastly focusing on exports to ensure future growth in overseas markets. The unit has a feclty of manufacturing of Electronic Communication Measurement System/Electronic Energy Meter, Meter Reading Instrument, Modem, Printed Circuit Board Assembles, Meter Box, Diaphragm Gas Meter, etc. ‘OPERATIONS AND BUSINESS PERFORMANCE, indy refer to Management Discussion & Analyss' and ‘Corporate Governance Repo’ which form part ofthis Report. DIVIDEND Considering te excellent nancial performance of your Company and With 2 view to rewarding our shareholders by way of higher cashAnnual Report 201 Mr. Ishwar Chand Agarwal (DIN: 00011152), aged 65 years, is the Executive Chalrperson of Genus. Hels acommerce graduate, Mr. Agarwal has been leading the Kailash Group for last 20 years ‘Throughout his campaign, he faced many challenges but with fis high competences and zea, he converted his vision into corporeal. At Genus, he plays a key role in strategie planning and drives the organic and inorganic growth. He also administers the advancement of leadership talent a the management level. He also apprehends that Research and Development is the backbone ofthe Company, which remained the energetic force bbeind the triumph achieved by the Company, sl date, He is currently Chairman of Corporate Social Responsibility Committee, France Committe, Restructuring Committee and Sales Committee ofthe Company. He Is also a Director on the Board of Kaliash Industes Limited, Genus Electrotech Limite, Genus Paper & Boards Limited, Genus International Annexure D to the Directors' Report Governance Report Commodities Limited, Virtuous Urja Limited, Vituous Mining Limited, Auto Logistic Pak Private Limited and Greentech Mega Food Park Private Limited. AS on 3tst March 2015, he holds 110425801 equity shares ofthe Company. Mr. Kailash Chandra Agarwal (OIN: 00895365), aged 45 years, Is a graduate (Bachelor of Science) He is Non-Executive Vice Chairman ofthe Company. He ha vast expertise and experience In asset management, strategic investments, corporate financing, capital resource planning and establishing & ‘maintaining relationships with stakeholders. With his strong potential, at Genus he provides perceptive directions and outlook on various matters especially on asset management, capital resource planning and strengthening relationships with stakeholders. At Genus, he is @ member of the Restructuring Committee ofthe Company. He also holds the Key managerial position in Genus Paper & Boards Limited and Virtuous Ura Limited and directorship in Kallash Coal And Coke Company Limited and Genus Apparels Limited. As on 31st March 2015, he holds 13298356 equity sharesof the Company. Mr. Rajendra Kumar Agarwal (DIN: 00011127), aged 40 years, Is Managing Director of the Company. He is an Electronic Engineer by profession. He basicaly supervises day-to-day operations, production activities, material management, personnel management and implementation of plans & procedures in the Company. He has strong belief on constant innovation to achieve constant growth therefore he is always proactive in promoting the research and development activity in the Company, He also remains instrumental in formation ofthe Company's long-term strateges and planning, which ensures the trouble free functioning and incremental growth of the ‘Company. Though he has a pioneering vision and strive to look fornew business opportunities, he regularly converses all senior managers on new business opportunites in the prevaling market. He is always improvising his experience in best management practises across the Company. His technical Proficiency always helped the Company in proUieration of excellence and leading n hardship condltions. At Genus, he Is member of the Corporate Social Responsibilty Committe, Finance Committee, Restructuring Committee and Sales Committee. Hes also a Directorin Virtuous infra Limited and Hi Print Eletromack Private Limited. As on 31st March 2015, he holds 2710485 equity shares ofthe Company. Mr itendra Kumar Agarwal (DIN: 00011189), aged 38 years, holds 2 Master's degree in Business Administration (MBA) specialised in Marketing. He Is Jint Managing Director of theAnnual Report 201 > > Company. Though he is from martting stream, he Is mainly associated with the duties of managing sales and developing marketing strategies. His main oles to promote the Company's products/servies and create the brand value nthe market and he's very well versedin performing his duties. He also focuses on establishment of a nation-wide distribution chain, which can convert every opportunity Into business. Moreover, he also involves in public relation (PR) activites, which ensures establishment of drect connection to the users of the product ‘and thereby bul high product image. At Genus, he isa member of the Corporate Social Responsibility Commitee, Finance Committe, Restructuring Committee and Sales Committee. AS well, being a highly successful entrepreneur, he is @ charter member of TIE, Rajasthan (a global, not-for-profit network of| centrepreneurs and professionals dedicated tothe advancement of entrepreneurship) and a member of Young Entrepreneurs Organization (YEO), Jaipur. He Is also a member of executive governing council of the ‘indian Electrical & Electronics Manufacturers Association’ (IEEMA). He is also a Director of Virtuous Infra Limited and Genus International Commodities Limited As on 31st March 2015,he holds 2484256 equity shares ‘ofthe Company. Mr, Satyanarayan Vijeyvergiya (DIN: 03185976), aged 61 years, holds a degree of BE in Electronics & Communication & M.Tech. in Nuclear Instrumentation. He Is Certified Lea Auditor ‘om BSI, UK. 6 Fellow of ITE, Delhi He joined the Company as Chief Technology Mentorn 2006 and has been instrumental in the execution of several mega projects of the group. He has been 2 great pilar of the Company in the part of Research and Development. Being a person with strong penchant for analytical works and high technological experience, he was appointed as Whole-time Director of the Company in 2014, He s very much Concentrated to create innovative projects for the Company in line with Green india Campaign. Before joining Genus, he had served 'Bhabha Atomic Research Centre’, Mumbsi as Head Instrumentation Section, Plutonium Plant for 10 years til 1985 During this tenure, he developed indigenously SCADA System ‘and 2 CCTY Surellance System for high security Plutonium Plant. He also designed and established Micro Based Alarm ‘Annunciation Sys, Flow Totaliser, PLC, ESR, and Industria Timer in 1979 and a Centralised Radlation Parameter Monitoring System in 1981. He had also worked for Rajasthan Electronics & Instruments Limited (REIL as General Manager ftom 1985 to 2006, Heis aso a Director of Renewable Techroites Consultants Private Limited, ‘Smt. Sharmila Agarwal (DIN:07137624), aged 44 years, holds Masters degree In Business Management, specialised in the eld ‘of Marketing. She has proved her acumen in Acadernies when she topped the Det University and graduated in Mathematical Statistic, She has also worked in E-Commerce sector and has aways stved to empower women in their personalised and societalfields As she belongstoabusiness family, shehasin-depth knowiedge of business environment and operational structure, ‘She is 2 Nor-Brecutve and Norindependent Director of the Company. ‘Mr. Bhalron Singh Solanki (DIN: 00012141), aged 88 years, holds @ degree of BE. (Hons) from BITS, Pilani and M.Sc. (Engg) from Cranfield institute of Technology, Cranfield, Bedforéshire, England (Now Cranfiels University). He as been awellnown and respected personality the eld of electronics He has extensively travelled to UK, USA, France, Sweden, Yugoslavia, Rusia and Italy, ‘hing him an opportunity to visit some of the most renowned energy TED units inthe world and interact with world's leading enterprises for technology transfer / collaboration. He had worked In Indian Air Force from 1952 to 1970. During this period he ‘worked In diferent feds from teaching to cevelopment. He Ceveloped the fist ever made Eary Waming Radar Set while working at No BRD, AF Pune. AS Chief Technical Instructor (Fadet, he imparted training and developed an ECM system to counteract mise guidance radar ofthe enemy. The President of India awarded hi VshstSewa Medal (VSM) forthiscontrbutionin| 1972. He has worked as Chief Designer and GM of Hindustan ‘Aeronautics Lid. (HAL) and MD of Rajasthan Communications Ltd (RCL. He Isa Non-Executive and Independent Director ofthe Company and also a member of Audit Committee, Risk Management Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee of the Company. As on 31st March 2015, he holds 1,000 equity shares fof the Company. He is also a Director on the Board of Genus Paper & Boards Limited ‘Mr. Rameshwar Pareek (DIN: 00014224), aged 71 years, holds Master's degree in Economics. He brings with him vast rich experience of nearly 36 eminent years in the field of trade policies, corporete & commercial law, accounting and audting| techniques. He was associated with Rajasthan Financial Corporation, Jaipur and also served on deputation the Bureau of Industal Promotion (IP), Jaipur. His focus always remains on| Improving standard of Accounting and Corporate Governance in the Company by adopting and adhering to the poles and Drctices that are ethical and transparent. He is a Non-Brecutve ‘and Independent Director of the Company. Hels also the Chakman ‘of Aust Committee anda member of Nomination & Remuneration Committee, Restructuring Committee and Stakeholders! Relationship Committe ofthe Company. He i also 2 Director of Mayu Uniquotes Limite, Kalash Vidyut &lspat Limited, KG Peto (Chem Limited, Genus Prime Ina Limited, Genus Paper & Boards mite, Viewous ina Liitedand Star Variya Private Limited. 31Génus emeegiting lites, > Mr. Indra} Mal Bhutoria (OIN: 00762361), aged 47 years, is a graduate with a Bachelor in Commerce degree. He has vast experience of over two decades nthe business ofcoal and coke, He also has industrial exposure of more than 20 years in varied fields such as trade policies, marketing strategies, ec. He is a Non-Executive and Independent Director of the Company. He is alse 2 Ditector of Godavari Commodites Limited and several ther private ited companies. > Mr. Dharam Chand Agarwal (DIN: 00014211), aged 63 years, holds Bachelor of Commerce degree. He Is a prominent businessman and has vast experience and proficiency in business management with a strong background in financial arenas. With great entrepreneur sklls, he has made his mark in the business of Timber & Plywood in India. Heisa Non-Executive and Independent Director of the Company. He Is also the CChaiman of the Nomination & Remuneration Committee, Risk Management Committee and Stakeholders’ Relationship Committee and a member of the Audit Committee and Corporate Social Responsibility Comittee ofthe Comparyy. He Isalsoa director onthe Board of Genus Prime infra Limited, > Mr. Naveen Gupta (DIN: 00097128), aged 44 years, is @ renowned name in Indian Education space specifically in Northern India. He has been conferred with the Honorary Composition: > Doctorate Degree by LTSNU, Ukraine. He is awarded with Doctorate of Science and Doctorate of Tourism and information| Technology by LTSNU, Ukraine for his contribution to education| sector, He took up the responsibility of teading the IEC Group, a software education conglomerate. About a decade ago, he then took intative to educate young India an¢ foray into the formal education and opened colleges with name IEC Group of Institutions. He has expertise In inter-personal relations, franchise operations, Business/Administration and Management. Acknowiedged as 2 visionary by his peers, Mr Naveen Gupta has been a man ahead of his times. He is Non Executive and Independent Director of the Company. He is Managing Director and CEO of IEC Education Limited, and serves as Diector in various other public companies and private companies. Mr, Udit Agarwal (DIN: 02820615), aged 42 years, holds Bachelor of Commerce (Hons) degree. He belongs toa reputed business house ‘Saran Group! and has around two decades of experience in the development and exports of handicraft items. He isa young and energetic businessman with strong ablity to Provide astute analysis and suggestions. He i @ Non-Executive and Independent Diector ofthe Company He s aso a director ‘onthe Board of Genus Paper & Boards Limited. ‘The composition ofthe Boards in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges. The Board has an ‘optimal combination of executive and non-executive directors with one woman director As on March 31,2015, the Company has twelve directo. Out of the twelve directors, fou ate executive drectors, two are nonvexecutive non-ndependent drectors and sixare independent directors, The ‘Chairman ofthe Company, Mt shwar Chand Agarwal, isan executive crector and half ofthe Board comprisesindependent directors. ‘The names and categories of the Directors, thelr attendance at the Board meetings held during the year under review and at the last Annual General Meeting, the numbers of Diectorships and Committees postions held by them in other public Umited companies as on March 31, 2015, are givenbelow: No. of No. of Promoter | Attend-/ No. of Director: Membership(s) / sme of the Director ategor (P)/Non | ance at | Board rector, | Chalemanshipts) of Hane on et wey | te |S) yee | atest | mms owe |acn | tended | 2°! | conte in mpanies "| other Companies Mc Can Aap cease Je lve | 7 5 wt ‘Mr. Kailash Chandra Agarwal Vice-Chairman | No 6 4 2 own Teena urarigawat [wos [P|We fa i wi Mind Kr Ava [a ae 2 wi Tic aya Naren Vise [ED wep wi Sa. Sail Agat™ oN [NAW HL Sater Sigh Solna 7 ne [wef i 2Annual Report 2014-15 ‘Me Indraj Mal Bhutoria NEID NP. No 4 i NIL 6Aneluding Sas Mr, Rameshwar Pareek NeID NP Yes 8 6 Chairman) 2ancludng 25 Mr. Dharam Chand Agarwal NEID NP. No 8 1 Cag Me, Udit Agarwal NEID NP. No 8 1 2 Gncuding 2 as Chairman) ‘Mr. Naveen Gupta NEID NP. No 4 4 NIL © ED-Brecutive Director . IMD -Joint Managing Director © AD-Addional Diector . NEID-Non Executive, Independent Director ‘© NENI-Non-Bxecutive, Non-independent Director . MD & CEO Managing Director & Chief Executive Officer The Directorships hela by Directors as mentioned above, do not include directorships in private Limited companies, foreign companies and companies under Section 8 ofthe Companies Act, 2013. ‘#4 In accordance with Clause 49 of the Listing Agreement, Memberships/Chairmanships of only Audit Committees and Stakeholders Relationship Committeesinall public limited companies (excluding Genus Power Infrastructures Limited have been consiered. * Appointed asa Additional Director and Executive Director lef Novernber 14,2014 ‘Appointed as an Additional Director wes, March 30,2015. No Director ofthe Company was member of more than ten Committees or acted as Chairman of more than five Committees across all the ‘companies in which he was director, in terms of Clause 49 of the Listing Agreement. No Directors related to any other Dieetor on the Board In terms of the definition of relative’ glen under the Companies Act, 2013 except Mt Ishwar Chand Agarwal Mr. Kailash Chancra Agarwal Mr Rajendra Kumar Agarwal and Mr.jtendra Kumar Agarwal who arerelatedto each other. 0) Independent Directors: Independent directors are non-executive directors as defined under Clause 4S(IBX1) of the Listing Agreements entered into with the Stock Exchanges Al the Independent Directorshave confirmed that they meet the criteria as mentioned under Clause 49 ofthe Listing Agreement and Section 149 of the Companies Act, 2013 (the “Act”. None of the independent Diectors of the Company, (who is serving as @ whole-time director in any listed company) served as Independent Director in more than thre listed companies and none of other Independent Directors served as Independent Directorin more than seven listed companies. ‘The maximum tenure of Independent Drectorsisin accordance withthe Act ‘The Company has issued a formal letter of appointment to independent drectors in the manner as provided in the Act and the terms and conaltions of appointment have been dlsclosed on the website of the Company, The Nomination Committee has lad down the evaluation criteriafor performance evaluation of independent directors. The Company has disclosed the criteria for performance evaluation, as laid down by the Nomination Committe, inthis Report. The performance evaluation of independent rectors hasbeen done by the entire Board of Directors (exciuding the director being evaluated), ‘The independent Drectrs ofthe Company have eld one meeting inthe year wthout the attendance of non-ndependentdrectorsand members of ‘management. All the Independent Directors ofthe Company were present at this meeting The Independent Drectorsinthismeetinghave: ‘© reviewed the performance ofnom independent drectorsandthe Board asawhole: ‘© reviewed the performance ofthe Chairperson of the Compary, t2kng into account the views of executive directors and non-executive Girectorssand ‘© Assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform thel cuties. ‘The Company familarsed its Independent Directors wth the Company, thelr roles, rights responsibilities in the Company, nature of the industry in hich the Company operates, business model of the Company, ee. The deta of such familiaristion programmes have been disclosed on the Company/s website anda web nk theretoishitp//genus in/pdt/Famitarsation%™20Programme pa. ‘The Company has not paid any fees/compensation except siting fees toitsnon-executive directors, including independent directors and payment of sitting fees tonon executive directors, was within the limits as prescribed under the Act.Génus emeegiting lites, (Board Meeting Eight meetings ofthe Board were held during the year. The maximum time gap between two meetings did not exceed one hundred and twenty ‘days. The dates onwhich thesaidBoard meetings werehela, area flows: (e)May30,2014 (August 12,2014 (OAugust21,2014 (@September30,2014 _(e) November 14,2014 (Banuary27, 2015 (February 14,2015 (ry Mareh 30,2015, ‘The necessary quorum was present for ll the meetings ll the requisite items/mattrs of business including the Information as stipulated in ‘Annexure X to the Listing Agreements were placed before the board for its consideration and/or approval. The Board periodically reviews ‘compliance reports of al laws applicable tothe Company, prepared by the Company as wea steps taken by the Company to rectify instances of non-compliances, fay. (lv) Code of Conduct for Directors and Senior Management Personnel: ‘The Board has lad down a code of conduct for al Board members and senior management personnel ofthe Company, n pursuance to Cause 4)10(E) ofthe Listing Agreement. The code of conduct nas also been posted on the website of the Company. All board members and senior ‘management personnel ofthe Company have affirmed compliance withthe code of conduct ofthe Company on annual basis Asstipuisted under Clause 49(IN(EX2) of Listing Agreement a declaration signedby the CEOIspublishedin thisReport. (W) Whistle BlowerPotiey: ‘The Company has adopted a whistleblower policy and has established the necessary vigt mechanism forits directors and employees to report ‘oncems about unethical behavior, actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy. This mechanism proves for adequate safeguards against victimization of directors) / employee(s) who aval of the mechanism and also provide for dect access to the Chairman of the Audit Committee in exceptional cases. The deals of establishment of such mechanism have been disclosed by the Company onits websiteand in the Board'sreport (WH) Code of Conduct for Prevention of insider Trading ‘The Securities and Exchange Board of india vide its Notification dated January 15, 2015 has notified the Securities and Exchange Board of India (Prohibition of sider Tracing) Regulations, 2015. The Board has approved and adopted the 'Code of Practices and Procedures for FairDislosure of Unpublished Price Sensitive Information’ and ‘Code of Conduct for regulating, monitoring and reporting of trading by insiéers' as per the requirements of the reguiation 8 (Code of Fair Disclosure) and regulation 9 (Code of Conduct) of the SEBI (Prohibition of Insider Trading) Reguations,2015 and SEBI Circular NoIRVISD/01/2015 dated May 11,2015, ith effect fom 15.05.2015, 3. COMMITTEES OFTHE BOARD ‘The Committees ofthe Board have adequate powers to discharges respective duties and functions as well as to engage outside experts advisors ‘and counsels to the extent It considers proper toassistinits duties and functions. Minutes of proceedings of Committee meetings are ciculatedto the Drectorsand placed before Board meetings or noting. The detals ofthe Committees constituted by the Board are given herein below (A) Audit Committee: ‘The Audit Committee of the Company is constituted inne withthe provisions of Clause 49 of the Listing Agreements and in accordance withthe provision of Section 177 ofthe Companies Act, 2013 the Act") ‘Thepowers ofthe Audit Committee are asunder: Tolnvestigate any activity withinits terms ofreference. Toseek information fromany employee. Toobtaln outside egal or other professional advice. Tosecure attendance of outsiders wth relevant experts fit considers necessary, ‘Thetermsofreference ofthe Aut Commitee ae broadly as under ‘+ Oversight ofthe Companys financial reporting process and the disclosure of ts ancia information to ensure thatthe financial statements, correct, sufficient and credible; Recommend the appointment, remuneration and terms of appointment of auditorsofthe Company; Approval of payment to statutory auditors for any other services rendered by the statutory auditors: Reviewing, withthe management, the annual fhancial statements and auditors report thereon before submission to the board for approval, with particularreferenceto;Annual Report 201 4) Matters required tobe included inthe director's responsibilty statement tobe included inthe boars report terms of cause () of sub section Sof section 154 ofthe Act; ') Changes, ifany.inaccounting policies and practices and reasons forthe same: © Majoraccounting entries involving estimates based on the exercise of judgment by management: Significant adstments madein thefinancial statements arising out of audit findings; ‘Compliance withlisting and other legal requirerentsrelatingto financial statements; Disclosure of any related party transactions; and 9) Qualifications inthe daft auelt report. Reviewing, withthe management, the quarterly fhancla statements before submision tothe board for approval Reviewing, withthe management, the statement of uses / application of funds raised through an issue (publi issue, rights issue, preferential |ssve, etc) the statement of funds utlsed for purposes other than those stated inthe offer document / prospectus /natice and the report submitted by the monitoring agency monitoring the ultlsation of proceeds of a public or rights issue, and making appropiate recommendations to the board to take up stepsin tis matter; Reviewand monitor the auditors independence and performance, andefectvenessofauelt process ‘Approval or any subsequent modification of transactions of the Company with elated partes; Scrutiny ofinter-corprateloansand investments; Valuation of undertakings or assets of the Company, whereverltisnecessary; Evaluation ofinteral financial controls and sk management systems; Reviewing, withthe management performance of statutory and internal auitors, and adequacy ofthe intemal controlsystems; ‘© Reviewing the adequacy of intemal audit function, fany. including the structure of the intemal auit department, stafing and seniority ofthe official heacing the department, reporting structure coverage and frequency ofinterna acl; Discussion with intemal aucitorsfor any significant findings and fellow up there on; Reviewing the findings of any intemal investigations by the internal auditors into matters where there is suspected fraud or inegularty ora {allure of intemal control systems of ammateria nature and reporting the matter totheboard; ‘© Discussion with statutory aultors before the auelt commences, about the nature and scope of audit as wel as post audit discussion to ascertain any area of concer; ‘+ To ook into the reasons for substantial defauts, if any inthe payment to the depositors, debenture holders, shareholders (i case of non paymentof declared dvidends)and creditors; ‘© Toreviewrthe functioning ofthe Whistle Blower mechanism: ‘© Toreview and oversees the vig mechanism ofthe Company inne with the requirement of provisions of Section 177(9) ofthe Companies ‘Act. 2013 readwithule 7 of Companies (MeetingsofBoardanditsPowers) Rules, 2014; ‘© Approval of appointment of CFO (Le, the whole-time France Director or any other person heading the fnance function or dscharging thatfunction) after assessing the qualications, experience &background, etc. ofthe candidate; ‘© Tomandatoriyreview thefolowinginformation: se Management discussion and analysis of nancial condition and results of operations; 1) _Statementof significant related party transactions (as defined bythe audit committe), submited by management; © Management etter letters of nteral control weaknesses sued by the statutoryaudtors; Internat aueitreports relating tointeral control weaknesses: and ©) Theappoinement, removal and terms of remuneration of theinternal alter shall be subject to review by the Aust Commitee. To review the nancial statements, in particular, the Investments made by the unlisted subsilary company, ifary;anc CCarying out any other function as assignedby the Board of Directors. ‘The composition ofthe Audit Committee and the details of meetings attended by its members during the year areas follows: No, of Meetings Name of the Member Position | Category ved) Atendoa Mr. Rameshwar Pareek Chairman | independent Non-Executive 7 7 ‘Mr Bhairon Singh Solanki ‘Member | Independent Non-Executive 7 7 ‘Mr. Dharam Chand Agarwal ‘Member | Independent Non-Executive 7 7Génus emeegiting lites, ‘The Company Secretary ofthe Company acts as Secretary tothe Audit Commitee, All members of Audit Committee are financially Uterate. The ‘Aucit Committee invites such ofthe executives, 25 It considers appropriate (and particularty the hea ofthe finance function) tobe present atthe ‘meetings ofthe Committe, but on occasions t also meets without the presence of any executives of the Company. The Head of Internal Audi, Cost Aucitr, Directo entrusted with the Accounts & Finance functions, CFO and a Representative of the Statutory Auditors present as invitees for the meetings ofthe Audit Committee. ‘Seven meetings of the Audit Committee were held during the year and the gap between two meetings did not exceed four months. The requisite ‘quorum was present fr all the meetings. The previous Annual General Meeting of the Company was attended by the Chaitman ofthe Audit Committee. The dates on which the sald meetings were held areas follows ()May29,2014——(YAugust 11,2014 (AugUSt20,2014 (ASeptember30,2014 _(e)Noverber 14,2014 (December 01,2014 (@) February 13,2015, (8) Nomination ané Remuneration Committee: ‘The Nomination and Remneration Commitee ofthe Company comprises of three directors and all of whom are norvexecutive and independent dectors The Chairman ofthe Committe, Mr.Dharam Chand Agarwalls an independent ecto. ‘Theterms ofreference ofthe Committee inter alia, ncludes te following: ‘+ Toidentfy persons who are qualifled to become directors and who may be appointed in senior management in accordance with the criteria laid down andalso recommend tothe Boar their appointment andremoval; Toformuate criteria for evaluation of Independent Drectorsand the Board; Tocarry out evaluation of every director's performance: To recommend/review remuneration of the Managing Dikectors and Whole-time Directors based on ther performance and assessment criteria Toformuate the criteria for determining qualicaions posite attrbutesandindependence of adirector Torecommendte the Board a policy, relating tothe remuneration forthe directors, key managerial personnel and other employees: ‘© Todevisea policy on board diversity Toformate, approve, implement supervise and administer employee stock option schemes ofthe Company: Tocamryout any other function as s mandated by the Board from time to time and/or enforced by any statutory notification, amendment or ‘maaification, as maybe applicable: and ‘© Toperfarm such othe: functions as maybe necessary or appropriate fr the performance ois dues, ‘The details of composition ofthe Nomination and Remuneration Committee and attendance of is members at their meetings held during the year are as follows: No. of Meetings Name of the Member Position | Category Held | Attended ‘Mi. Dharam Chand Agarwal ‘Chairman | Independent Non-Executive Director | 7 7 ‘Mr Rameshwar Pareek Member | Independent Non-Executive Director | __7, 7 ‘Mr. Bhairon Singh Solanki Member | Independent Non-Executive Director | 7 7 ‘The Company Secretary of the Company acts as Secretary to the Committee. During the year, seven meetings of the Nomination and Remuneration Committee were heidonthefollowing dates: (a)May29,2014 (ravgust11,2014 (@August20,2014 (@)September27,2014 _(e)Novernber 04,2014 (OFebruary 18,2015 (March 28,2015 ‘The etals eating to remuneration of Directors, as required under Clause 49 ofthe Listing Agreement, have been given under a separate section, via. "Remuneration of Directors’ inthis report. (©) Stakeholders’ Relationship Committee: ‘The Stakeholders Relationship Committee ofthe Company is entrusted specificaly to look into the reressal of grievances of shareholders and ‘other secuty holders. This Committee considers and resolves the grievances ofthe security holders ofthe Company including complaints relatedAnnual Report 2014-15 to transfer of shares, nonrecept of balance sheet, non-receipt of declared dividends. To expedite the process of shar transfers, the Board ofthe company has delegated the power of share transfer to the Company's registrar and share transfer agent RTA"), M/s, Niche Technologies Private Limited. The RTAattends to share transfer formaltesatleastonceina fortnight. Thetermsof reference ofthe Committee inter alia, includes the following: © To oversee and review all matters related with transfer, transmission, transposition, dematerilisation,remateriasation and mutation of secures, ifrequired; ‘To approve issue of share certiteates including duplicate, splited/sub divided or consolidated certificates: To oversee and review redressaV/removal of shareholders grievances related to transfer, transmission, transposition, demateralisation, remateraisation, mutation of securitlesand issue of share certiicates nclucing duplicate, splitted/sub-dvided or consolidated cericates; Tolookinto rectessaV/remiova of shareholders’ grievances relating to nonecept of declared dividends, non-eceipt of AnnualReport, share certicatesetes ‘To oversee the performance ofthe Registrarand Share Transfer Agents ofthe Company:and ‘Tooversee and redress grievance of anyother stakeholder under provision of Companies Act, 2075 tavoid any elas action, “The detalis of composition ofthe Stakeholders Relationship Committe and attendance of iis members at thelr meetingsheld during the yea are asfollows: No. of Meetings Name of the Member Position | Category wea] Atendea ‘Mr. Dharam Chand Agarwal Chairman | Independent Non-Executive Director | __3 3 Mr. Rameshwar Pareek ‘Member | Independent Non-Executive Director | 3 3 ‘Mr Bhairon Singh Solanki ‘Member | Independent Non-Executive Director | 3 3 ‘The Stakeholders! Relationship Committee meets as and when necessity arises. During the year, three meetings of the Investor" Grievance Comittee were held on the following dates: (September 09,2014 ()Oc10ber 29,2014 (coMarch 31,2015, “The Company Secretary ofthe Company, Mr Ankit Jhanjharlis the Compliance Officer of the Company andalsoactsas Secretary ofthe Committee During the year under review, the Company recelved 3 ttvee) complaints fram shareholcers and all were resolved timely and saistactoiy. There vwasno pending complaintas on Marci'31,2015. (0) Corporate Social Responsibility Committee: Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company constituted the Corporate Social Responsibility (CSR) Committee during the year. The Committee's constitution and terms ofreference meet with the requirements ofthe Companies Act, 2013 “The terms of reference of the Committee, inter i, Include the following: ‘© Toformulateandrecommendto the Board, a Corporate Social Responsibility Policy which shall indicate the activities tobe undertaken bythe Company as specifedin Schedule Vilof the Companies Act, 2013; ‘= Torecommend the amount of expenditure tobe incurredon the CSR activtes:and ‘© Tomonitorthe implementation ofthe CSR Policy. Thedetailsofcomposition ofthe Committee and attendance ofits membersat theirmeetings held during the yearareas follows: Name of the Member Position | Category Noof Meetings Weld | Attended ir shar Chand Agarwal Chairman | Executive Chairman 2 2 Mr Renda Kumar Agarwal Member | Managing Director & CFO 2 2 litera Kumar Agarwal Member | Joint Managing rector 2 2 ‘Mr Dharam Chand Agarwal Member | Independent Non bxecutve Director | 2 2 7Génus emeegiting lites, ‘The Company Secretary of the Company acts as Secretary to the Committe. During the year, two meetings ofthe CSR Committee were held on 27.11.2014 and31.032018. (€) Risk Management Committee: During the year, in compliance ofthe revised Clause 49 of the Listing Agreement with Stock Exchanges and Companies Act, 2013, the Risk Management Committee was formed mainly to asistthe Board in fulfiling is corporate governance duties by overseeing the responsibitis wth regard to the identication, evaluation and mitigation of operational, strategic, financial and environmental risks. The Committee has the overall responsiblity of monitoring and reviewing the risk management plans/polices and associated practices of the Company, The Committee is also responsible forreviewing and approving ik disclosure statements in any pubic documents or disclosures. The Committee may delegate authority tosub-committee, when appropriate The Board shal review the performance of isk Management Committee, annually. ‘The ole and responsibilities ofthe Risk Management Committee aren accordance with the guidlines set out in the Listing Agreement with the ‘Stock Exchanges andthe provisions ofthe Companies Act, 2013 and tatinter ala include the following: Toreviewand monitor the sk management policy/plans, on annual bass; Toreviewand monitor the Company's sk management practices and activtlesona quarter bass; To review and evaluate significant risk exposures of the Company and also assess management's plans or actions taken to mitigate the expesuresina timely manner ‘© Toreview the rss tothe achievernent of key business objectives covering growth, proftabiity, talent aspects, opertional excellence and ‘alsoassess management's plans/actions taken tomitigatethnese risks; ‘+ Toreview the key operational isis; ‘+ _Toreview the potential sk inthe areas of compettie positon in key market segments, information security, highs projects, contracts rmanagementand financial sks; Toreviewand approve rskisciosue statements inary public documents or csclosures; To lay down reasonable, suficient and effective procedures to inform Board members about the risk assessment and minimization procedures: Toshare withthe Board updates regardingall aspects of iskmanagement, on regula basi To ensure thersk framework along with rskassessment, monitoring, mitigation and reporting practices are adequate to effectively manage the foreseeable materia risks; and ‘© Tocarry outany other functions) as assigned by the Board ‘The details of composition ofthe Committee and attendance ofits members at their meetings held during the year areas follows: No. of Meetings Name of the Member Position | Category Held | Attended ‘Mi. Dharam Chand Agarwal Chairman | Independent Non-Executive Director | 2 2 ‘Mr Bhairon Singh Solanki Member | Independent Non-Executive Director | 2. 2 ‘Mr Rajendra Kumar Agarwal Member | Managing Director and CEO 2 2 Mr NL Nama Member | VP (Finance & Account) 2 2 ‘The Company Secretary of the Company actas Secretary tothe Committee. During the yer, we meetings of the Committee were held on October (01,2014 and March 30,2015. (P)_ Finance Committee: ‘The termsofreference ofthe Finance Committee inter ala includes the folowing: ‘+ Borrow moneys and exercise all powers to borrow moneys (ctherwise than by issue of debentures) not exceeding Rs 2000 crorein aggregate at any Une and taking all necessary actions connected therewith within the Ut prescribed pursuant to provisions of Section 180 of Companies Act, 2013; ‘+ Provide guarantee Including performance guarantee, Issue letter of comfort and providing securities and taking all necessary actions connected therewith (subject to compliances under sections 185 and 186 of Companies Act, 2013); ‘+ Review of banking arrangement and taking all necessary actions connected therewith inclucng refinancing for optimization of borowingAnnual Report 201 costs (subjectto overaltimit of borrowing): ‘© Investment ofthe funds ofthe Company (subject to compliance of al applicable provisions of Companies Act. 2013); ‘= Review ofthe Company's financial policies, strategies and capita structure; ‘© Review of working capital and cash low management: and ‘© Consider viability forlssuance of new modes of securities including foreign funds subjctt laws applicable ‘The details of composition ofthe Finance Committee and attendance ofits members at thelr meetings held during the year areas follows: No, of Meetings Name of the Member Position | Category ved] Attended Mr Ishwar Chand Agarwal Chairman | Executive Chairman 5 5 ‘Mr Rajendra Kumar Agarwal Member _| Managing Director & CEO 5 5 ‘Mr Jitendra Kumar Agarwal ‘Member | Joint Managing Director 5 5 ‘The Company Secretary ofthe Company acts as Secretary to the Committee. During the year, Fve meetings ofthe Finance Committee were held onthe following dates: dseptember15,2014 _(b)November 15,2014 (C)December10,2014_(@)February08, 2015 (ooMarch 12,2015 (@) Restructuring Committe: ‘The Restructuring Committee was entrusted withthe responsibilty of taking actions/éecisions on behalfof the Company onthe matters related to the Scheme of Arrangement among Genus Paper Products Limited, Genus Power infrastructures Limited and Genus Paper Boards Limited. The terms ofreference ofthe Committee inter alia, includes the following: Tomake such alterations or changes or modifications or withdrawal ofthe Scheme therein asmay be expedient or necessary for satisfying the requirement or condition imposed by the ursdetional High Court), or over regulatory authority/ies): totake allnecessary stepsin connection wth: (@ fling of Scheme with relevant regulatory authortes, including the stock exchanges where the Company's shares are Usted, and thereafter withthe relevant jurisdictional High Courts) for approval (©) fling of applications with the jurisdictional High Courts) seeking directions for holding the meetings of the shareholders and creditors of the Company and/or for seeking dispensation from convening the said meetings; (©) fing of petitions for confirmation of the Scheme with the jurisdictional High Courts) in accordance with the provisions of the Companies Act 1956; (@ fling of aMidavis, petitions, pleadings, applications certificates, declarations, undertakings, proceedings or any other documents incidental or deemed necessary or useful in connection with the above proceedings and to engage counsels, advocates, advisors, chartered accountants, merchant bankers and other professionals and to sign and execute vakalatnamas wherever necessary and to do allacts as arenecessaryor incidental to the sad proceedings fr obtaining confirmation tthe Schemeby the concerned High Courts), Stock Exchanges and other reguiatoryagenclesiand (@) doingalsuch acts and deeds, execute documents, authorise persons, take all steps necessary or ncidental and considered appropiate ith egardte the above applications and petitions and implementation of the Orders passed thereon and generally for putting through the Scheme and completing the same. to access to all books, records, faites and personnel of the Company as deemed necessary or appropriate by any member of the Committee to discharge his orherresponsibilties; ‘to pay, at the expense ofthe Company, ordinary administrative expenses, including expencitures for extemal resources that as determined bythe Committee, arenecessary or appropiate incaryingoutits duties and anyother functionas assigned bythe Board of Directors.Génus emeegiting lites, ‘The detalls of composition ofthe Restructuring Committee and attendance ofits members at their meetings held during the year under review areas follows: No. of Meating Name of the Member Position | Category ved] Atendea ‘Mir Ishwar Chand Agarwal Chairman | Executive Chairman 2 2 ‘Mi Kallash Chandra Agarwal Member | Vice Chairman 2 2 ‘Mi Rajendra Kumar Agarwal Member | Managing Director & CEO 2 2 ‘Mir Iitendra Kumar Agarwal Member | Joint Managing Director 2 2 ‘Mir. Rameshwar Pareek Member | Independent Non-Executive Director | 2 2 ‘The Company Secretary ofthe Company acts as Secretary tothe Committee. During the ear, two meetings ofthe Restructuring Committee were heldon August 20,2014 and February 12,2015. (H) Sates Committee: ‘Theterms ofreference ofthe Sales Committee inter ala includes the folowing: © Review salesrelated matters; ‘+ Formulate and review marketing strategies: ‘+ Participate intenders/bids Noated by SEBs, Private Ulites etc: ‘+ Sign file, amend, alter and execute all forms, applications agreements, affidavits or other documents with reference to Tenders/bids Noated bySEBs, Private Utlitles, Govt. / Publi Authorities, etc.ftom time totime, on behalf of the Company and to doa such actsand thingsasmay benecessaryin connection therewith; ‘+ Review or modify contracts / arrangements / agreements executed with SEs, Private Ulite or other vendors on behalf ofthe Company; Take ali necessary actions and doll such acts and things as may benecessary in connection withthe execution of orders/LO}: eal with SEBs, Private Utities, Govt. / Public Authortes or other vendors on behalf ofthe Company in respect of execution of orders /LOI/ contracts / agreements / arrangements andeceipt of payments; and ‘© Sub-delegate all or any powers conferred init to other Offices/Oficers ofthe Company or other persons) asthe Committe thinks it and properin the nteestof the Company. ‘Thedetals of composition ofthe Sales Committee andattendance of ts membersat thelr meetings held dung the year areas follows: No. of Meetings Name of the Member Position | Category Held | Attended ‘Mi Ishwar Chand Agarwal Chairman | Executive Chairman 35 33 ‘Mr Rajendra Kumar Agarwal Member | Managing Director & CEO 35 34 ‘Mic Jitendra Kumar Agarwal Member | Joint Managing Director 35 32 ‘The Company Secretary ofthe Company actsas Secretary of the Committee, The Sales Committee meets.as and when necessity arises, During the year, thy five meetings ofthe Sales Committee were held onthe following dates: (e)Apri05,2014 (orApal19,2014 (ooapet28,2014 (Mayo2,2014 (e)May22,2014 (May31,2014 (@June9,2014 June 18,2014 (June 28,2014 (@4uly0s,2014 o,uiy 17,2014 (@August08, 2014 (ind August 19,2014 (odAugust29,2014 (oseptember 05,2014 )September 12,2014 (@)September 22,2014 (October 01,2014 ()0ctober08,2014 (Wctober18,2014 (November 10,2014 (November 20,2014 (wo November26,2014 (aDecember 17,2014Annual Report 201 (December29,2014 (2c) Janwary27,2015 (ag) February 27,2014 2) anuary2,2015, (a) January 12,2015 (@b) January 15,2015 (ae) February 04,2015, (ae) February 16,2015 (eh February25, 2015 (ah) March 10,2015 (a) March 16,2015, 4, GENERAL BODY MEETINGS (A) The location, date and time of last three Annual General Meetings areas under: Year | _ Location Date Time 2077-2012 | Crescent Banquets, Kitimaan Plaza, Sector-30, Noida-201001 29122012 T100am. 2012-2015 | Crescent Banquets Kitimaan Plaza, Sector-30,Noida.201001 19092013 1100am 2015-2014 | _A'SZA,Sector62, Nos: 201509 (UP) 29092014 1100am (8) Thedetails ofthe special resolutions passedin the previous three AGMs a under: ‘AGM ‘Subject of Special Resolution 20th (29.12.2012) “Amendmentinaticles of association ofthe Company. Insertion of two new Articles Le. 664 and 94(i) of the Articles of Association of the Company related to Participation in General Meeting(s) ofthe Members and participation in Meeting(s of Directors through electronic. mode. ‘+ Alteration of Article 7160 ofthe Articles of Association of the Company regarding Voting Modes to include the ‘option ofe-voting ‘© Alteration of Article 135(1) of the Articles of Association of the Company regarding the mode of service of ‘documents orntices on membersby the Company ‘+ Variation inthe terms and condltons of remuneration of Mr. Ishwar Chand Agarwal, Executve Director & Chalrman, ‘ofthe Company. ‘© Variation inte terms and conditions of remuneration of Mr. Rajendra Kumar Agarwal, Executive Director & CEO of the Company. ‘+ Varation in the terms and conditions of remuneration of Mr. Jtendre Kumar Agarwal, Executive Director of the Company, ‘© Approval for commencement of al or any of the businesses specified in sub-lauses 2,3, 30 and 41 under the Clause I-(C) of Memorandum of Association ofthe Compary. ‘* Approval for Employee Stock Option Scheme 2012 ofthe Company. 21st (18092013) Re-designation of Mi Kallash Chandra Agarwal, as Non-Executive Vice Charman of the Company. Appointment of Mr. Rajendra Kumar Agarwal as Managing Director (MD) and Chief Executive Ofcer (CEO) of the Company, 22nd (29.09.2014) | * Authority totransfer/sel/lspose ofan undertaking/business unit. ‘Appointment of Mr. tendra Kumar Agarwal as Joint Managing Director. (©) Special Resolution(s) passed last year through Postal Ballot: During the year 2014-15, seven special resolutions were passed through postal ballot on July 11,2014. Mr. CM. Bindal, Practising Company Secretary (FCS No.108, CP No.176), was appointed as @ Scrutinizer to conduct the postal ballot voting process in a far and transparent ‘manner The deals of voting pattem areas follows aGénus emeegiting lites, (0 LIMITOF BORROWINGS U/S 180(1)(c) OF THE COMPANIES ACT, 2013 Veins eign) Wen eranaly somone s {E-voting) onion Wane | Wana] Ranbarot | nana | — Raat] Mani Ne of Ballot Votes: Members/ Votes Ballot Forms | Votes vm eve eve 7s ‘see |e | vem) an | mes od os Te [ Tae 3] tess a0 Ture we) | o | sae | | SO 7 [ates ee 2a “AGAINST” Resolution Nt Nt 7 24280 r (0.02%) (PROMO SECURTYU/ Wh OFTHE COMPANIES AT. 203 NCONNECTON TH THE BORROMNGSOFTHE COMPANY Voing weigh) an aly s Postal Ballot (E-voting) Aggregate Voting 5 | omen Taner Romie | Rant ot | Nanerot | — Wart | Rano ctanit| eee | eer’ | Vee | latte] ae ree even a Tl a a Tae 5 [arate wl] ow] v0] masa] no | ESN 7 [ates 2 “AGAINST” Resolution wt wt r 24280 1 coax Cid TRANSACTONSWTRELTED PARTE 18 FTHECOMPANES ACT. 2015 Veins weigh] en oly s Postal Ballot (E-voting) Aggregate Voting 5 | secon Wane | Wanberat | Manberot | Ranke a] — Raert | Mania ctaait| eee | eer’ | Veter | atte] ae ree eve a Ta Tose [= | a [are 2 [te sad wan aon 25 | soenen | Tele Cne see Teele wom] | omee a| ee 7 ote we AGAINST” Resolution nt Nt " 32740 2] aosAnnual Report 2014-15 (iv) RE-APPOINTMENT OF MR. ISHWAR CHAND AGARWAL (DIN: 00011152) AS EXECUTIVE CHAIRMAN AND VARIATION IN THE TERMS ‘OF REMUNERATION ‘Voting through Voting Electronically regate Votin Postal Ballot (E-voting) id 8 Description Number] Number of | Number of | Number of | Number of | Number of cotBaltot| Votes | Members/ Votes | Ballot Forms| Votes Forms E-voters E-voters 7_[ Total Wotes Castes 1 [25945 v6 | 135557920 vir | 38567065 Less: Total ivalé Votes Casted 7) 2045 zs | vaarsom1 2a | 74099156 2_| Tota atid Votes Castes Nt Ni 95 | 59082709 95 | 59062709 | Tota vat Votes Casted 7 Nit Ni 82 59026007 82 $902600) “FORT Resolution 3990 “| Tota ats Votes Castes 36702 nu Ni " e702 n "AGAINST" Resolution (0.06% (¥)_ VARIATION IN THE TERMS OF REMUNERATION OF MR. RAJENDRA KUMAR AGARWAL (DIN: 00011127), MANAGING DIRECTOR AND (CHIEF EXECUTIVE OFFICER Voting through Voting Electronically te Votin . Postal Ballot voting) Aggregate Voting wo, | Desetotion Number| Number of | Number at | Number of | Number of | Number of : cotsattet| votes | Members/ Votes | Ballot Forms| Votes Forms E-voters KE-voters 1_| Tot votes Castes 1 [28045 is | 155555910 vie | 158559055 Less: Total invalé Votes Casted 1) 25945; zs | 7aars2m1 2a | 74499156 2__| Tota atid Votes Castes Ni Ni 32 | 59080699 sz | 59060689 5 | Total vad Votes Castes 39076947 nu Ni 79 | ssores47 9 FORT Resolution 3930 [Tota ats Votes Castes 3752 nu Ni 8 43752 8 "AGAINST" Resolution 07% (Wi) VARIATION INTHE TERMS OF REMUNERATION OF MR. JITENDRA KUMAR AGARWAL (DIN:00011189), EXECUTIVE DIRECTOR Vang ough | gto Postal Ballot (E-voting) ‘Agaregate Voting © oes Taner | Rania | Raber ot [aera | — Wait | ara crsaas| es | teva’ | Ye | Steroe] Ye ro ewes seve 7 [ea Tae [essen [ie [ s 1 TotW Tas [| eee aa ree 2 [oie wwf we [55s 5 | ero > [tse ww) seater a] ese 7] we ce 9a AGAINST" Resolution (o07%Génus emeegiting lites, (vi) RATIFICATION OF CORPORATE GUARANTEE GIVEN BY THE BOARD OF DIRECTORS UNDER SECTION 372A OF THE COMPANIES ACT, 1956 Voting through Voting Electronically te Votir Postal Ballot (€-voting) Aagreaste Voting Ss. | Description fe Number | Number of | Numberef | Number of | Number of | Number of " of Ballot| Votes | Members/ Votes | Ballot Forms Votes Forms E-voters &E- voters 1_| Total votes Castes 1 25945 te | 133545320 aie | 133569265 Less: Total invalid Votes Casted 1 23945 2s | vaars2it 2a [74499156 2 | Total vais Votes Castes Ni Nt 95 | _ 59070108 95 | 59070109, 3 | Total vais Votes Castes 39028277 Nit Nu 85 | 59028277 85 “FOR” Resolution (9930 “4 Total Vali Votes Casted 41882 Nit Niu 10 41882 10 AGAINST” Resolution 07% ‘The Company has complied withthe procedures forthe postal ballot in terms of Section 108 and Section 110 ofthe Companies Act, 2013 read with Rule 22 ofthe Companies (Management and Administration) Rules, 2014 and amendment thereof any. No special resolution requiring postal ballots being proposedion or before the ensuing Annual General Meeting of the Company. 5, DISCLOSURES (A) Remuneration of Directors: ‘The Remuneration Polley for Directors, Key Managerial Personnel and other Employees of the Company Is annexed as ‘Annexure G' to the Directors Report. ‘The details of remuneration paid to Managing Director and Executive Diector/Whole-time Director during the fancial year 2014-15 are as follows: (fis. in Lacs) ‘Name of the Director ‘Salary Allowances & Perquisites ‘Mi Ishwar Chand Agarwal 264.00 NIL ‘Mr. Rajendra Kumar Agarwal 375.20 NIL ‘Mir Jitendra Kumar Agarwal 375.20 NIL ‘Mr. Satya Narayan Vijayvergiya® S71 NIL *Appointedas an Additional Directorand Executive Director wef. November 14,2014. ‘The above managerial personnel have not been paid any bonus, commision, pension and sting fees, The above figures donot iniude provisions forencashable eave, ratity and premium pald fo group health insurance, as separate actuarial valuation / premium pad are notavallable forthe Managing Director and Executive Director. Further, no stock option has been offered toany of them by the Company. Services ofthe Managing Director and Executive Director may be terminated by ether party by ging usual notice period applicable otherwise. ‘There sno separate provision for payment of severance fees.Annual Report 201 The details of sting fees pad to the Non-executive Dectors ofthe Company during the financlal year 2014-15 are as follows: (Rs. in Lacs) Name of the Director Sitting Fee Mr. Rameshwar Pareek 0.78 ‘Mr Bhairon Singh Solanki 0.78 ‘Mr. Dharam Chand Agarwal 0.82 Mr Udit Agarwal 0.40 Mr. Indraj Mal Bhutoria 0.20 Mr. Naveen Gupta 020 ‘Mr Kailash Chandra Agarwal NIL ‘Smt. Sharmila Agarwal* NIL + Appointedas an Additonal Diector wet. March 30,2015. ‘There were no other pecuniary relationships or transactions of Non-Executive Directors vis--vs the Company. The Company has not granted any stock option to any ofits Non-Executive Directors ‘The numberof shares o convertible instruments held by Non-Executive Drectorsas on March 31,2015 sas follows: Name of the Director No. of Equity Shares ‘Convertible Instruments ‘Mr. Kailash Chandra Agarwal 1,32,98,356 NIL Smt. Sharmila Agarwal Nit NIL Mr. Rameshwar Pareek NIL NIL Mr Bhairon Singh Solanki 110,000 NIL ‘Mr. Dharam Chand Agarwal NIL NIL Mr Udit Agarwal NIL NIL Mr. Indraj Mal Bhutoria NIL NIL Mr. Naveen Gupta NIL NIL (8) Related partytransactions: ‘There were no materally significant related party transactions that may have potential confit wit the interest ofthe Company at arg. All ‘transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business ‘and on an arm's length basis. These have been approved by the audit committee. The transactions with Directors/Promoters and other ‘concems, in which some cirectrs/elativs thereof are interested, have been regortedin Notes to the Financial Statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the ‘Company's website atthe ink- "http /gerus in/p/Related¥20Pary%20Transaction¥s20Policy_O.p (©) Detaits f non-compliance by the Company, penalties, strictures imposed on the Company by the stock exchanges or the securities and exchange board of India or any statutory authorty.cn any matter related to capital markets, during the ast three years: ‘The Company has complied with al the requirements of the Listing Agreement ofthe Stock Exchanges as well asthe applicable regulations and guidelines of SEB, during the last three years, All retums / reports were Mled within stipulated time with stock exchanges/ other authorities. No penalties orstrctures have been impesed on the Company by the Stock Exchanges or SEBIor any other Statutory Authorities, ‘onany matersrelatedto capital market, curing ast three years (0) Whistle Blower Policy and affirmation that no personnel have been denied access tothe audit committee: ‘The Company has adopted a whistie blower policy and has putin place the vigil mechanism forts directors and employees to report their concems about any unethical behavior, malpractice, actual or suspected fraud or violation ofthe Company's code ofcandut or ethics policy.Génus emeegiting lites, Itisafirmed thatno personnel have been denied access tothe Chaitman, Audit Committe of the Board of Directors ofthe Compary. (€)_Detalls of Compliance with mandatory requirements and adoption of the non-mandatory requirements of clause 49 of the Listing Agreement: ‘The Company has complied with ll the mandatory requifement of Clause 49 ofthe Listing Agreement. The Company has also adopted the fellowing non-mandatory requirements as prescribedin Annexure il tothe Clause 49 ofthe isting Agreements: ‘The Companyhas appointed separate persansto the postof Chairmen and Managing Director/CEO, ‘TheIntemal auditor may report iectly tothe Audit Commitee. ‘The Companyhes constituted the Risk Management Committee. (F) CEO/CFOCertification: ‘The MD & CEO and the CFO have issued certifeate pursuant tothe provisions of Clause 490 ofthe Listing Agreement certiying thatthe financial statements do not contain any untrue statement and these statements represent a true and far view ofthe Company's afar. The sald certiteate is annexed and forms pat of the Annual Report. (G) Reconciliation of Share Capital Audit: ‘A qualified practicing Company Secretary carted out a share capital audit to reconcile the total admitted equity share capital wth the ‘ational secuties depository Limited (NSDL) andthe Central Depository Services (Incla) Limited (CDSL) andthe total issued and listed equity share capita. Te report on Reconciliation of Share Capital Aucit confirms that the ota ssued/paidup capital i in agreement with the aggregate total number of shares in physical form and the total number of demateraliseé shares held with NSDL and COSI. andthe status of the Register of Members. The sald Reports were placed before the Board of Diectors ofthe Company and were also sent tothe BSE andNSE. (H) Brief resume of director seeking appointment/re-appointment atthe ensuing annual general meeting ‘As required under Clause 49(VIDCEX1) of the Listing Agreements, particulars of directors seeking appointment/e-appointment atthe ensuing AGM are glvenin the Annexure tothe Notice ofthe AGM. 6. SUBSIDIARY COMPANY ‘Ason March 31,2015, the Company has:o subsidiary company. 7. MEANS OF COMMUNICATION. ‘+The quarter, halfyeaty and annual financial results ofthe Company were sent to the concerned Stock Exchanges immeciately afte they ere approved bythe Boar of Diectors. The results are published in widely circulated national and local dally newspapers such as Business Standard/The Mint/Financial Express In English and ‘Business Standard/Jansatta/Nafa Nuksan* in Hind. The results are also displayed on the Company's website, “www.genus.n*. Press Releases made by the Company from time to time are also displayed on the Company's website. Presentations made tothe Institutional investors and analysts fany arealso splayed onthe Company/s website. ‘+ Annual Reports, notices andiall other dacuments that were neededtobe sent tothe shareholders are sent va ell toall those shareholders, io have registered their ema adresses to the Depository Participants and physical copies are sent to those shareholders who have not registered thelr emaladdressescor those who wish to get the physical copies of the aforesald documents. ‘+ The Company has a separate section namely ‘Investors! for use of Investors on its website ‘www.genusin’. The quarter, half yearly and annual unaudlted/audited financial results, Annual Reports, Corporate Governance Report, Shareholding Pattern and other Corporate Communications made to the Stock Exchanges are avallable on the website. Also various downloadable forms that are required to be ‘executed by the shareholders have also been posted on the website forthe promptassstance of Shareholders 8, GENERAL SHAREHOLDERS INFORMATION (A) 25rd Annual General Meeting Date Saturday, September 26,2015, Time 11.00am. Venue Jsipurla Insitute of Management, A-32A, Sector 62, Opp. IBM, Noida-201308 (Uttar Pradesh). Financlat Year: ApritO1 to March 31(C) Dates of Book Closure: Monday, September21,2015 to Saturday September 26,2015 (both days inclusive) forthe purpose of AGM and payment of vidend. (0) Dividend Payment Date: Credit dispatchbetween September27,2015and October 15,2015. (€) Listing on Stock Exchanges and Stock Codes: Annual Report 201 ‘The equity shares ofthe Company are listed and traded at BSE and NSE. The Company has pad the Listing Fees to BSE & NSE for the year 2015-16 and Annual Custody/Issuer fee forthe year2015-16 wil be pad by the Company toNSDL and CDSL on receipt ofthe invoices. 5. No] Name and address of Stock Exchanges ‘Stock Code 1_ [BSE Limited (BSE) PheerozJeejeebhoy Towers, Dalal Street, Mumbal - 400 00 52003 2 [National tock Exchange of india Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Bandra (Eas), Mumbar-400051| GENUsPOWER| (F)_ International Securities kdentifieation Number (ISIN) of Equity Shares:INE95SD01029 (©) Corporate identity Number (CIN}:L51909UP1992PLC051997 (H) Registrar& Share Transfer Agent RTA"): [M/s.Niche Technologies Put. Lid. D.511, Bagree Market, 71, RB. Basu Road, Kolkata 700001 Tel: (088) 22357271/70/3070, 22343576, Fax (083) 22156828 Emalnichetechoi iehetechoLeom (0) Name and Designation ofthe Compliance Officer Me. Ankit Jhanjhari, Company Secretary isthe Compliance Officer of the Company for complying with provision of the Secures Law, Listing ‘Agreement, Company Lawand SEBI Rules & Regulations His email iDis 'cs@genusin’ (D)_ (1) Performance of the share price ofthe Company in comparison to BSE SENSEX (Comparison of closing price to Index value on the lastdate ofrespective months): 35.00 30.00 25.00 20.00 15.00 10.00 5.00 0.00 Aorta May-14 Jun-t4 Jutta Aug-14 Sep-14 ‘iB Genus Price (BSE) 8 8 8 BSE Sensex Jan-1S Feb-15 Marts 3500.00 3000.00 2500.00 2000.00 1500.00 1000.00, 5000.00 0.00 arGénus emeegiting lites, (2) Performance ofthe share price of the Company In comparison to NSE NIFTY (Comparison of closing price toindex value on the last date ofrespectivemonths}: 35,00 30.00 25.00 20.00 15.00 10.00 5.00 0.00 10000 Dec-14 Jan-15 Feb-15 Mar-15 3 = © = = = = € BS » § € 8 8 8 2 $ 3 53 Zz 8 8 “i Genus Price (NSE) —EE-NIFTY (WO Market Price Data- High and Low quotations of equity shares on BSE and NSE during each month inthe year 2014-15, areas follows: BSE NSE Month High (Rs) | Low (Rs) | Volume (Nos) | High (Rs) | Low(Rs) | Volume (Nos) ‘evi, 2014 1675 7066 7356 1650 7070 Teas May, 2014 21.55 1550 354584 2135 15.45 2454450 une, 2014 2845 1925 | 2076965 2850 1955 5461657 uy, 2014 3200 2325 | 2636641 3235 23.30 3576148 ‘August, 2074 "3500 2345___| 3647459 3285 2350 6415806 ‘September, 2074 ‘37.70 2680 | 5040971 37.70 2675 71547850 (October, 2014 2950 2210__| 2042678 2850 22.65 281347 November, 2014 3550 2a7s [2315986 35.00 2455 169651 December, 2014 32.10 2535 [ 2sia702 32.10 2350 3479906 January, 2015 2865 2525 1766022 2860 25.10 6452225, February, 2015 2950 2440 1545852 2950 25.05 4596955 March, 2015 2660 2040 1536525, 2650 2055 ‘3785219 (D Share Transfer System: As egards sharesheldin electronic form, transfersare made through the depositories with no involvement ofthe Company. ‘As regards transfer of shares held in physical form, the Company has delegated the authority of transfer othe Company's RTA Forthese shares, the transfer documents can be lodged with our RTAat the above mentioned addresses. the transfer documents are inorder, the transfer of sharesis registered within stipulated time by the Company's RTA. The RTA has fully computerized system forthe share transfer activity and also to attend to athe delegated matters imely and appropriately. A summary of transer/transmission of secures of the Company so approved by the RT'S placed at Stakeholders’ Relationship Commitee. The Company obtains from 2 Company Secretary in Practice 2 halfyealy certificate of ‘compliance with the share transfer formalities as required under Clause 47(c) ofthe Listing Agreement and fe. a copy of the sald certificate with ‘Stock Exchanges. ‘The detals of shares transfered, transmitted, duplicate/replaced share certificates issued, rematerialistion and dematerialisation held during the financial year are given below:Annual Report 201 Particulars No. of Requests No. of Shares “Transfer of Shares 3 7002. “Transmission of Shares NL NL Remateralisation of Shares 3 9001 Dematerialseton of Shares 16 756010 Duplicate/Replaced Share Certfieates 2 ‘9000 (M) Distribution of Shareholdings: The distribution of shareholgingsas on March 31,2015is2s follows: Share Holding ‘Share Holders Share Holding Number 36t0 Total | Number of Shares to Total Upto 500 72 33.90 1556482 060 501-1000 28 1534 19.21.4858 075 1007 = 5,000 2991 21.67 79493514 3.10 5001-10000 590 427 AT AS ABS 185 710.001 = 50000 494 358 7109.51,968 427 50,001 1,00,000 6 0.46 44,70,080 174 400.001 and_aboveTOTAL 4108 078 22,50,66,159 3769 75806 70000 25,625,940 7100.00 ‘Shareholding Pattern of Equity Shares as on March 31, 2015 is as follows: Number off Total number | Asa percent tet te snowosen| tana] wear] ‘@) | Promoter and Promoter Group 1 finan 7 | 12:98,85,907 3061 2 | Foreion NI NIL NIL Total Promoter and Promater Group 47 | 12,98,85,907 5061 @ [Public 1 | institutions 13 | 630953 ‘O24 2_| Nonsnsttutions 13.746 | 12.61.44061 49.15 Total Public @) 13.759 | 12.67,75014 4939 ‘| Shares held by Custodians and against which Depository Receipts have been issued NIL NI NI TOTAL A) +(8)+(0) 73.006 | 25,66.60921 70000) Note: The Company has only one class of equity shares (1. equity share of face value Re.1/- each) (N) Dematerilisation of Shares and Liquidity: Theeauity shares of the Company are compulsorily traded in dematerialised form. The detail of mode ofholdingas.on31.08.201Sisas under =] ae rin Vetngcion) | tang 09 | aT EST a + [Shes conse om nc saan 388 + |S hetin ont Fo ea Tas ‘at maaan i 25,29,42,580 equly shares in aggregate forming 98.55 % of the Equlty Share Capital ofthe Company have been demateralised up to March 31 2015. Theeauity shares ofthe Company are actively raded in BSE Limited (BSE) and National tock Exchange of India Limited (NSE) regulary.Génus emeegiting lites, (0) Designated E-malliD for Shareholders: The Compary has an adequate mechanism to address the grievances ofthe shareholders. The designated e-mal addres for investors! grievance recressl dvsion / compliance offceris"cs@genusin’ (P) Outstanding GDR/ADAs/Warrants or any Convertible instruments, conversion dateand lkely impact on equity: Theinformation on Stock Options grantedby the Company during the nancial year 2014-15 and other particulars wh regard to Employees! ‘Stock Options are set out under Annexure tothe Directors! Report. (@) Transfer of unclaimed/unpald amount to Investor Education and Protection Fun Pursuant to sections 205A anc 205C ofthe Companies Act, 1956 and other applicable provisions ofthe Act read withthe Investor Education ‘ang Protection Fund (Awareness and Protection of Investors Rules,2001, during the nancial year 2014-15, asumof Rs 4,81,345/-(Dividend for the year 2006-07) being unpaid/unclaimed dividend for a period of seven yeas, has been transferred to the Investor Education and Protection Fund IEP. The cumulative amount transferred tolEPF upto March 31,2015isRS37,13,582/~ (R) Location of Plants: Address ‘SPL, RICO industrial Area, Sitapur, Tonk Road, Jeipur-202022 (Rajasthan) (nla) Plot No. 12, Sector IE, SIDUCUL, Haidwar-249403 (Uitaraknand) india) Plot No SP-1-2317, Ramnchandrapura industrial Area, Sitapure Extension Jaipur-302022 (Rajasthan). nd) ‘SP-4-2, Keshwana, Kotpul Distaiput-305108, Rajasthan), india) Plat No9, Sector-2, SIDCUL, Haridwar 249408 (Uttarakrand), (india) |= |)s]-|2 'SPL-2A RICO Industrial Area, Sitapura, Tonk Road, Jipur-302022 (Rajastian), dnd) (S) Address for Correspondence: Ms. Niche Technologies Pvt. Lt 1-511, Bagree Market, 71,8. RB. Basu Road, Kolkata - 700.001 Registrar & Share Transfer Agent | Telephone Nos: (083) 22357270/71/3070, 22343576 Fax No: (038) 22156823, Email nichetechpl@nichetechplcom SPL, RICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022 Corporate Office Telephone Nos: +91-141-2770003, 7102400 / 500 Fax Nos: 491-141-2770819, 7102503 Registered Office 6-14, Sector-65, Noida, Uttar Pradest-201507 E-mail 1D jgerusin Website weragenusin For and on behalf ofthe Board of Directors Ishwar Chand Agarwal Chairman Jaipur, August 12, 2015,Annual Report 201 Auditors' Certificate on Corporate Governance Tothe Members of Genus Power Infrastructures Limited We have examined the compliance of conditions of corporate governance by Genus Power Infastructures Limited forthe financial year ended March 31,2015as stipulatedin clause 49 ofthe Listing Agreement entered into by the Company with the Stock Exchanges. The compliance of candtions of corporate governance Is the responsolity of management. Our examination was limite to procedures and Implementation thereof, adopted by the Company for ensuring the compliance ofthe conditions of corporate governance. Itis nether an audit ‘orn expression of opinion onthe nancial statements of the Company. Inour opinion and tothe best of our information and according to the explanations given tous and based on the representations made by the Directorsand the management, we certify thatthe Company has complied with the conditions of corporate governance as stipulated in Clause 49 ‘ofthe above mentioned Listing Agreement. We state that such compliance Is nether an assurance as othe future vablity of the Company nor the efficiency or effectiveness with which the rmanegement has conducted the affals ofthe Company. ForD. Khanna & Associates Chartered Accountants (Registration Number: 012917) DeepakKhanna Partner Membership No. 092140 Jaipur Mey 27,2015, Declaration from the CEO under Clause 49(1)(E)(2) of Listing Agreement | hereby confirm that the Company has obtained from all the members ofthe Board and Management Personnel, affirmation that they have complied with the Code of Conduct forthe financial year 2014-15. (Rajendra Kumar Agarwal) Jaipur August 12,2015 Managing Director & CED 31Génus emeegiting lites, Annexure E to the Directors' Report Form No. MGT-9 Extract of Annual Return as on the financial year ended on 31st March, 2015, [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] REGISTRATION AND OTHER DETAILS: DCN 1D Registration Date Name of the Company N)_ Category / Sub-Category ofthe Company W_Aderess ofthe Registered office and contact detalis W) Whether sted company vi) Name, Address and Contact details of Registrar and Transfer Agent PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: Ls1909UP1992°L0051997 06/08/1992 + Genus Power Infrastructure Limited Company Limited by Shares 6-14, Sector-3, Noida, Uttar Pradesh-201307 (Inia) Telefax +91-120-4227116 Yes Niche Technologies Private Limited D511, Bagree Market, 71, BRB. Basu Road, Kotkata-700 001 “Tel: 033-22357270/71; Fax: 085-22156823 Emmal-nichetechpl@nichetechplcom [NL the business activites contributing 10% or more of the total turnover ofthe company are given below: ‘S| Name and Description of main NIC Code of the Produet/ service %to total tumover of the No. _| products / services ‘company 7 Bleetronle Eneray Meter 2655 7256 2 | Tumkey Project of Engineering, 422027 #8211 7 ABA 1435 Construction and Contracts for Power Sector 3 | rvertes/UPS7Batteies 279007 27201 Tio IIL PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: 'S._| Name and Address of the Company CIN/GLN Holding/ ‘Applicable No. Subsidlary/ Section Associate | held 7 | MIKI Manufacturing Pvt Lid, A-12, Mohan | U7#B99DL1994TCOSTOG2 ‘Associate | 50% | 206) Cooperative Industrial Estate, New Delhi 0044 2 | Greentech Mega Food Park Private Limited, A6, | U4S201RI2012PTCOB9560 ‘Associate | 22% | 26) Royal Ensign, PitiRaj Road, C-Scheme, Jsjpur- 302001Annual Report 201 IV, SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) 1D _Category-wise Share Holding {Category of ‘No. of Shares held atthe beginning of the year | No. of Shares held at the end of the year % Shareholders Demat | Physical Total] %of| Demat | Physical Total] Xf [Change Tota Totat | during Shares Shares | the year A Promotes (indian 2) Indvidval/UF e077 O | eexz07r7 | 2698 [69774680 O| esrrasao | 2739 [021 By Cental Gov ° o oT o 0 o of; of o ©) State Govt () 0 ° of 0 ° oO of of 0 @) Bodies Cor. eorriaa7 O| eoriiaar | 2342] _eorrta27 O| corner | 2342 [000 fe) Banks /FL 0 ° of ° o of of o Dany Other. 0 o Oo; o 0 o of of 0 ‘Sub-total DT | 129882004 (0 | 129332004 | S040 | 129885907 (0 | i20aas907 | S061 | 021 @Foreign ° o oo ° 0 of of o a) Ns - Individuals ° o of 0 ° o of of 0 Dy Other = individuals ° o of, 0 o o of of 0 ©) Bodies Cor. ° ° of 0 ° o of of 0 @) Banks Fl ° o of, 0 o o of of 0 e) Ary Other— 0 ° of; 0 o o of of Sub-total Oe ° o oO] 000 o o ‘o[ 000 | 000 Total shareholding | 129352008 (0 | 129332008 | S040 | 129885907 0 | 129885907 | S061 | 021 of Promoter (A) = acne 1B. Publie Sharehalaing ‘@ institutions a) Mutual Funds 23945 | 99000] 122945] 005 ‘OT 99000] 99000 | 008 [ 007 1) Banks/FI | 6000 ‘6000 | 0.00 | 4484 | 6000 | soa4s | 002 | 002 Cental Govt ° a of o o o of of o State Govtis) 0 ° oto ° o of of ‘Venture Capital 0 ° of 0 ° ° of of o funds Dinsurance 0 ° Oo; ° ° ao; of 0 Companies Fils 93110 O| 98170 | 004] 38170 o| e110 | 001 | 008 1h) Foreign Venture | 43000) 43000 | 00a | #3000] 48000 | 002 | 0.00 Capital Funds D Others: FPI— Corporate Cat 400000, 0] 400000 075 | 015 Subtotal EXD Tivos | 148000 [265055 [010 | 482958 | 148000] as095s | o2s| 075, (@Nonsnsttuions 2) Bodies Corp. Dingien 22964070 | 30000 | 22994070 896 | 22252540 | 30000] 22267340 | 867] 029, 1D Overseas 0 ° oo ° o of of o Drindividuals Dindivdval ‘21985761 | 2571350 | 24564581 | 958] 22100663 | 2eaasai | 24884004] 956 | 002Génus emeegiting lites, sharebeldes holding nominal share capital upto Rs takin iD Indviduat 08085 O | eo108065 | 2695 | eaTI7I5a oO] earinsa| 2a77 | O16 stareholders holding nominal share capital in excess of As 1 akin Others DRS eroizea | 1116000 | sei7=24 [3s | _eaToria | Tive0oo | ossBTIa|_—s7I | O12 Clearing Membes | _ 54599 | __sasoor [020 | 1094951 | 1054051 | o4s | 023 ‘Sub-total @2: ‘2sstissi | 3717850 | T2702e8aT | 4950 | 122578720 | 3570841 | Taerad0st | 49.14 | 036 Total Public "25428566 | 5865550 | 127252986 | «960 | 125056675 | s7iesa1 | 12675014 | 4939 | 021 Shareholsing OOK Shares held by ° ° of ° ° oy oye Custodian for (GoRs & ADRS ‘rand Total FERC) | 752760590 | 3865550 | 25667SIA0 | 100 | PsasaAsBO | S7IesAT | BSese0RAT | 100 | _—O 1)_Sharehotding of Promoters S.No. | Sharenolder's Name Shareholding at the beginning of the | Share holding atthe end ofthe year | Shares of year xehange Wao] %of| Sot Shares | No.of Noftotal | oF Shares] In share Shares| total] Pledged/ | Shares | Sharesof | Pledged /| _hotaing Shares of | encumbered the |encumberes | during the the] tototat company | tototal year company| __shares shares 7 [ ROAYATOOI 75000001 ‘0.00 | 15000 [001 (000 | 000 7__| AIT AGARWAL 746150 | 006 0.00 | 746150 | __006 ‘000 | 000 3_[ AIT KUMAR AGARWAL 7316076 | __ 051 ‘000 | 7316076 | __051 ‘000 | __000 4 [Aun LAL ToD! 3205000 [125 ‘0.00 | s206000 | 125 ‘000 [000 5_| AMRIT LALTODI 7704500 | __066 2.00, | 1704500 | __066 (00 | 000 6_[ ANAND TODI zoma70 [117 ‘000 [2591870 | 1.17 ‘000 | _000 7_[ ANAND TODI 98000 | 016 ‘0.00 | 399000 | a6 (000 | 000 8 _| ANU AGARWAL 752740 | 006 ‘0.00 | 152740 | 006 ‘000 | 000 9_[ ASHUTOSH TODI 714000 | _004 ‘0.00 [114000 | _a0 ‘000 [000 70_| BAIRANG LAL TODI 7161690 | 06 ‘0.00 | 7161680 | 046 (000 | 000 71_| BALDEV KUMAR AGARWAL | 508000 | 020 ‘0.00 | 508000 | 020 ‘000 | _000 72_| BALDEV KUMAR AGARWAL | 1520000 | 059) Test | 7520000 | __059 ‘000 [000 73_| BANWARI LAL TODL 3560160 | __148 ‘000 | s6s0r60 | __148 ‘000 | 000 74 BANWARI LAL TOD somo | are 000 | 309280 | arta (000 | 000 15, | RE TRADINGANDFNVEST | sysca10| 146 00} 750210) 148 000| 000 eu. 16 | CONUS INNOVATION 4769600 | 186 0.00} 4769600] 1.86 000] 000 umiTeD ‘GENUS INTERNATIONAL 17 | Ghwonmnes caves 4205000} 184 0.00} 4205000] 164 000} 000 HI- PRINT ELECTROMACK 18 ae ssvasoo | 217 00] 574300) 217 000] 000Annual Report 201 5 RRC — ar | 056 | a se | a [a] a ao—[ rnc inet —| —1as00| one] —aoo | Tram} — or —ao-- —ao0 | sar cea | —susa0| ore] —aoo[—anoo| —one| aor — 000 35_[ aroma non ——| “fats | 0a? | ao | ase | 98 | on [ 008 aT ORR a | mE vwemase[ ste] _aoo| tsamse] sie] om | 000 TAS CR as | USC veswo| ow 000 reason! ow | om | ovo TAS COA OTHE 2 | MUSE COL rraswo| sos 000 rzsom| sa] oc0| ovo Ta ROUTES a [was er TST VOTO DET ze | Use vsaoo| ons] 000| row) 00s] 000 oo 5 oT s7iom | ai | ann | sao as | 060} ae 50 HONS AG aaa | ore | aa | —sor-| ae [0a | ae 35 aman eNO Tar —| —seanoo | 050] —aoo | —arsow| — os. ao - —a00 32 vans Too! —| —Taokon | ear ——ao0_[ ans | 047 | on] 00 35 WRU ‘scom| err] aa] — ao] aT | 000) aa 3 RRA aero [aston | oreo [ast | 000] 35 Tt aesto| —0at| 000 | —aeo| ese | aa 000 36 eos OTT Tsp | —aso-[ 000 | eso | 030 | 000 | ENERO , ve | OM siw| a] om sam) ow] om 0 5 es aA aan] ra | v0 | sss | rae] aon a 0 RT saab | ass [ono | sou | ass | on] 00 a eTo0 aso | — ase |-—o00 | —emsor | 0s | ooo] 0 | abe GAL —| —veono0 | oe | ——aoo [ero] — as | ao [0 | sar Tsai | —ast | —ooo-| urea | os] ooo —o0o 3 SWE RO ‘sions [ae | aan | rs| aa | aa | ae ‘5s Ta sesowo| tat | 00| swoon | 131] 000] 0 [ern Ton 30000 [ons aa | ssom-| as [aa | ae a | REASHLOELESPT. osrersz} 92s] aoo| asrsenr| sas] a | 00 Toe Taso | Soa] as [aT] wT 8 a 1 Changin rome’ Shr Cae So Sharing coos cuingtonyenr | aug ine a se | none t Pome corouine stan wae] eal ine wet wre, tom | —oue| Drone | fason|nootshaee| saa vesting] sheet ins sunset rin aa nang tne endothe company conoany en evantGénus emeegiting lites, 70829447 |___ 408 ‘os7osr2or4 | 51367 | Transfer | 10380828 | 405 6/05/2014 | 10148 | Transfer | _ 10890976 | __405 1_| ISHWAR CHAND AGARWAL zzroa/2or4 | 19815 | Transfer | 10405791 | __406 2/08/2014 | 16000 | Transfer | 10425791 | 406 (05/09/2014 To | Transfer | 10425801 | __406 oa2se07 | _ 406 2720059 | __087 Ta7oaranta | 34748 | Transfer | 2054807 | 088 2s/oa7e0r4 | 32849 | Transfer | __2287156| __089 ‘oa7os/2or4 | 37100 | Transfer | 2324256 | 091 2] ATENDRA AGAAAL (0970572014 | 24000 | Transfer | 2548256 | _092 2sror/2014 | 41000 | Transfer | 2389256 | 093 vaziv/2or4| 45000 | Transfer | 2434256 | 095, 7234256 | __095 2467133 | __096 2sroar2ora | __ 40152 | Transfer | _ 2507265 | __098 ‘o27os/e0r4 | 20300 | Transfer | 2527585 | 099 ‘a/o7/2014 | _24000.| Transfer | _ 2551585 | __099 3 | RAJENDRA AGARWAL ‘ov7oar2or4 | 87000 | Transfer | 2688585 | 108 zzrea/2or4 | 24900 | Transfer | 2668485 | __104 za7oar2or4 | 2000 | Transfer | 2665485 | 104 rasni72014 | 45000 | Transfer | __ 2710485 | 1.06 zivoaes | __106 |) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): ‘Carmulative SharehoTaing ‘Shareholding (Change during the year during the year (01-04-14 to 31-05-15) No.of Shares atthe] of Kot S.No, | Name of Shareholder sesining| tote Inomase/ teat (01-04:14)/) shares of Date | Wereree | Reason | No.of Shares | shares of endofthe| the holding the year| company company 1-03-15) 550000 |__021 Ta7oa7a01a | 180000 | Transfer | __750000 [028 25/oa/2014 | _19304 | Transfer | __749504 | __029 ‘ox7os/20r4 | 180696 | Transfer | 930000 | 036 ‘os7os/2or4 | 134223 | Transfer | 108223 | __042 6/05/2014 | 301942 | Transfer | 1566765 | __ 053 1 | ANGReNEST LTO. 23/05/2014 | 43835 | Transfer | 1470000 | __055 0706/2014 | 20000 [Transfer | 1480000 | 056 '30706/2014 | 130000.| Transfer | 1560000 | __061 ‘ovvoa/2or4 | 357687 | Transfer | 1917687 | __o75 oavoa/2or4 | 2318 | Transfer | 1920000 | 075 rsroereora| 50000 | Transfer | 1970000 | O77,Annual Report 201 TT | Tr | BT. — Servant | — aso |[Taser| — apo | — oa Taran | Toro | Tser| 200m | 086 ‘anata | Ta [ser] — a0 | oa Sarasa | — at | Tante| — so | — ost Sasants | — wba [Tae| ao | — ose | a ‘naa | 07 twrosani | sas | Tanser| — roe | — ost 2 | ASHISH DHAWAN 30/05/2014 9126 | Transfer 1402738 055 ee 3} 000, op a6 | JAWWUAY RESOURCES PVT. 2021970) O79 ‘No Change up. 2021970 079 ‘sara | iH ano] — tat 5 | mon sume a | — Sa |e} — BOT | a | ae ‘enono| Te 6 | wenaaronian TTT | “ee |r| — aT] — oar} 78 Tana RATAN | — aT | — Tass 1 | tonsnater cue eo srs0a| 2a | muesteorin vce snr} — 39 a ed >| segosenousaes drraravs| ars | Taner | ps0 | — 08 Boren | —ss8 [Taser] — a5 | O78 Sian | aes [Taser | —Ws5 | — 057 TALMA CHEMICAL 2070860) ost oust LD a 7Génus emeegiting lites, 700000 | __O7e [2570572014] __a0000 | Transfer| 2040000 | __O80 30/05/2014 | 105000 | Transfer | 2745000 | 084 (0670672014 | 122505 | Transfer | __2267505 | __O88 15/06/2014 | 52495 | Transer | 2520000 | 0.90 30/06/2014 | 2857 | Transfer | 2522857 | 097 ‘ow7or/ao1a | S715 | Transfer | 2560000 | 092 11 | UNOMETALSLTD ivor/or4 | 420000 | Transfer | 2780000 | 1.08 "a/o7/a0r4 | 54246 | Tranter | 2054246 | 1.10 psvor/ao1a | 80445 | Transfer | 2064689 | __1.12 vos/a014 | __ 5811 | Transfer | 2870000 | _1.12 “pvos/20r4 | 5000 | Transfer | 2675000 | 1.12 Tr/iar20v4| 5000 | Transfer | 2890000 | __1.12 zaa0000 | —_172 \ALLABH ROOPCHAND of 900 1 | ere T7Aar2074 | 2985700 | Tensier | 2985700 | 176 z9a5700 | _116 ¥)_ Shareholding of Directors and Key Managerial Personnel: ‘Cumulative Shareholding ‘Shareholding Change during the year during the year (01-04-14 0 31-05-15) Wo. of Shares atthe | of Kot S.No, | Name of Shareholder tegmara | tout naan x (01-04-14) | shares of Date | DSETESSE | Reason | No.of Shares| shares of endofthe | the the holding year | company company (51-05-15) 39660 | 002 "eaeragia| S52 | Transtar | 4052 | 002 1 | ANT RANIEARL 10570972014 142 | Transfer | 4054 | 02 70654 | __ 002 0000 | 000 2. | BHAIRON SINGH SOLANKI No Change T0000 | 000 os294«7 | __ 408 | o97osr20ra| 51361 | Transfer | 10880828 | 405 "6/05/2014 | 10148 | Transfer | 10890976 | 405 Zevoer2or4| 18815 | Transfer | 10409791 | 406 3 | SHWAR CHAND AGARWAL 2976/2014 | 16000 | Transfer | 10425791 | 406 (05/09/2014 10] Transfer | 10425801 | 406 Toren | _ 406Annual Report 201 7220059 | __0aT Ta/oara014 | 34748 | Transfer | 2254807 | 0.88 25/04/2014 | 32849 | Transfer | 2287156 | 089 4 | JTENDRA AGARWAL 2/05/2014 | 37100 | Transfer | 2324256 | 091 (9705/2014 | 24000 | Transfer | 2348256, 092 25/07/2014 | 41000 | Transfer | 2389256 | _ 098 7a/i72014 | 45000 | Transfer | 2434256 | 095 Tass | 08S | | was civonn 75298356 | 5.18 — AGARWAL 73298356 | __—S18 2467135 | 096 Beyoaraoia | 401s | Transfer | 2507285 | 098 2/05/2014 | 20300 | Transfer | 2527585 | 099 e/07/2014 | 24000 Transfer | 2551585 | 0.99 6 | RAJENDRA AGARWAL or7oar2014 | 87000 | Transfer | 2638585 | 1.03 z27oa/2014 | 24900 | Transfer | 2668485 | __1.04 2970a/2014 | 2000 | Transfer | 2665485 | 1.04 7a7i72014 | 45000 | Transfer | 2710485 | __1.06 Breas | 106 \V._ INDEBTEDNESS (Rs In Lacs): Indebtedness ofthe Company including interest outstanding/accrued but not due for payment: Pertuar ‘Secured Loans | Unsecured Loans Deposits Total excluding deposits Indebtedness. Indebtedness at the beginning of the financial year ‘ Pincpal Amount 2921080 189072 NL 3110132 interest due but not paid NL NL NL NUL iD Interest accrued but not due arr NU NL arr Total (oii) aT3T 7a9072 NL 3116229, ‘Change in indebtedness during the financial year ‘ation 307a TS Tee7 59 NL A632 Reduction NL NL NL NL Net Change Indebtedness: 307875 Tae7 59 NL 54632 ‘At the end of the financial year 1 Principal Amount 3229054 375851 NL 3056.55 Dinterest cue but not ald NL NL NL ‘000 interest accrued but not ue 3196 NU NL 51.96 Total (iil) 3235050 sas NL 36108 61Génus emeegiting lites, VL. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: ‘A._ Remuneration to Managing Director, Whole-time Directors and/or Manager sin L2es) Name of MD/WTD/ Manager S| parteuars of Remuneration | SRW Chand Rajendra rendre] Sate NTEVET | 1.05, mount No. Agarwal | Kumar Agarwat Kumar | Viayvergiyat ‘Agarwal Go way (@ Salary as pr provisions contained in secton 17(1) of 26400 17520 17520 sn 62011 the incometax Act. 1961 1 [) Value of perquisites Wa 172) Income-tax Ae, 1961 xt Ne mt wt nt ( Profs in eu of salary under secton 1718) Income: NL NL NL NL NL tac Act, 1961 Z__ [Stock Option Nt Nt NL NL NU 3 | Sweat Equity NL NL NL NL NL @ | Commssion a8 % of profit Nt NL Nu Nu Ni thers, spect 5 [Others please speciy NL NL NL NL NL Total 264.00 17520 17520 a7 ont Celing at per the Act (@ 100% of nat profi calculated under Secon 198 ofthe Companies At, 2073) 77296 *Roponted as an Additonal Directo ad Executive Director wef, Novenber 14,2014 'B. Remuneration to other directors @sintce) S| Particulars of Name of Directors Total No._| Remuneration WA [SA [RP [DCA [885 [WB [WV [UA Amount 7 [independent bvectors Fee for attending board / committee] Na} -Na| 78 | az} 078| 020] 020) 040 318 meetings Commission wap NAL NC] NE] Nt (Others, please speciy NAL NAT NUT Nt] ww _ML] NL NL Tol) Nal NA[ 07a] oaz| 07a | 020[ 020] 040 518 Z| Other Non ecutive Director Fee for attending board / committee | ont} mL] NAY wa] | NAT NA] NA NA meetings Commission wt[_Nt[ NA] [ALATA MA (Others, please specity wt [ NL [NA] NAT NAT NAT NANA NA Total wt{_Nt[ NA] _WA[ WAT NAT ALO NA Total @H2) wt] nt [ove 082] 078 | 020 | 020 [040 318 Celing a5 per the AcE (GH of net pris calculated under Section 198 ofthe Compaies Act 2073) 7730 “Total Managerial Remuneration A¥8) 2329 ‘Overall Cling as per the Act (@TT% of net pT calculated as per Section TO8 ofthe Companies AG, 2013) 35025 Note KCA= Kailash Chandra Agarwal; SA= Sharmila Agarwal; RP = Rameshwar Pareek; DCA= Dharem Chand Agarwat SS = Bhalron Singh Solan ME dr Mal Bhutoria: Ne aveen Gupta: UA Ualt AgarwalAnnual Report 201 C._REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs in Lacs) 5. Key Managerial Personnel Ro, _ | Particulars of Remuneration a co Seamtny) Tel Amount Gress slay (@) Salary as pr provisions contained in section THT) 1 [ofthe nomex At 1961 695 970 1885 Value ofperquistes u/s 172) come tax A T96T Nt Nt NC (© Profs in eu of salary under section 17) Income oe NL NL NIL Z__| Stock Option Nt 009 008 S| Sweat uity NL NL NI @ [Commission +285 of profit Nt Nt NL othe, speci. 5 __| Others please specty NU NL NL G@LTA, Reimbursement and Other 165 325 86 Total ©) 358 7502 2.60 ‘ Ropainted as FO wel November 14,2014 VI PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section ofthe | Brief Description | Detals of Penalty] Authority “Appeal made, I Companies Act 7 Punishment /— | (RD /NCLT/ any (give Details) Compounding fees | COURT] Imposed “RCONPANY Penaly Punishment Compounding DIRECTORS Penaly Punishment we Compounding ©. OTHER OFFICERS IN DEFAULT Penaly Punisent Compounding For and on behalf ofthe Board of Directors Ishwar Chand Agarwal Chairman Jaipur, August 12, 2015 61Génus emeegiting lites, ‘Annexure F to the Directors' Report Policy for selection of Directors and determining Directors' independence ‘An effective Board of Directors (Boar) should havea balance of sk and experience that s appropriate forthe size and requirement of the business, WHOLE-TIME DIRECTOR / EXECUTIVE DIRECTORS / MANAGING DIRECTOR “Whole-time director” includes a director in the whole-time employment ofthe company, “Managing Director” means. director who, by virtue ofthe articles ofa ‘company 0: an agreement wit the company or resolution passedin its general meeting, or by its Board of Directors, is entrusted with substantial powers of management ofthe affairs ofthe company and includes a director occupying the position of managing director, by whatevername called, The Company shall take into account following points, while appointing a Managing Director or Whole-time Director/Executive Directoron the Board: (@) Director must have relevant sklexperience/knawledge In Finance/ Law/ Management/ Sales/ Marketing/ ‘Administration/ Research/ Corporate Governance/ Technical Operations or the other dscipines related to company's busines. (8) Director should possess the highest personal and professional this integity and values. (©) Director must be willing to devote sufficient time and energy in carrying out their duties and responsibiltes. ‘The Company shall not appoint or continue the employment of any person as managing director or wholetime drectr/executve director who— (2) _Isbelow the age of twenty-one years orhas attained the age of, seventy years Provided that appointment ofa person who has attained the age of seventy years may be made by passing a special resolution in which ‘ase the explanatory statement annexed tothe notice for such motlon hallinleate the justfteaton for appointing such person: (©) _ is anunciscnarged insolvent ors at any time been adudged asan insolvent; (©) _hasatany time suspended payment to his creditors or makes, or hasatany ime made,a composition with them: oF (€__ has at any time been convicted by a court of an offence and sentenced fora period of more than si months. ‘The managing director, wholetime dlrector/executive director shal, ‘also meet all criteria specie in section 197 and Schedule V of the ‘Companies Act, 2073, Subject to the provisions of section 197 and ‘Schedule Vof the Companies Act, 2015, the terms and conditions of ‘such appointment and remuneration payable, shall be 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 Goverment in case such appointment is at variance to the conditions speciiedin that Schedule Provided that a notice convening Board or general meeting for ‘considering such appointment shall include the terms and concitions ‘of such appoint ment, remuneration payable and such other matters Including interest, of @ director or directors in such appointment, if any. Where an appointment of a managing director or wiole-time director/executive director Is not approved by the company at a ‘general meeting, any act done by him before such approval shall not bbe deemed tobe invalid, subject tothe provisions ofthe Companies ‘Act,2013 and otherapplicabletaws. ‘The Company shall appoint or re-appoint any person as is managing director or wholetime director/executive director for 2 term not ‘exceeding five years at a time. No reappointment shal be made ‘earlierthan one year before the exit ohisterm, INDEPENDENTDIRECTOR [An independent director in relation to @ company, means @ non: ‘executive director (other than @ managing director or 2 wholetime directororanominee director ofthe Company. — (2) who, in the opinion of the Board. Is a person of integrity and ossessesrelevant expertise and experience; (8) @ who is oF was nota promoter of the company or its holding, subsidiary orassocate company, Gd whos not related to promoters or rectors inthe company, itsholdng, subsidiary or associate company, (©) apart from receiving director's remuneration, has or had no ‘material pecuniary relationship with the company, is holding, subsidary or associate company, or thelr promoters, or drectors, Curing the two immediately preceding financial yeas or during the eurent financial year (@ none of whose relatives has oF had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting 102% or more ofits gross turnover or total income or Rs. lakhs ‘or such higher amount as may be prescribed, whichever is ower, during the two immediately preceding financial years or during the eurtent financial year (©) _who,neltherhimselfnorany of reatives— (O _holdsorhas held the postion of key managerial personnel orisAnnual Report 2014-15 orhas been employee ofthe company ot hong, subsidiary oF associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed: (Is orhas been an employee or proprietor ora partner, in any of the thre financial years immediately preceding the fnanciat _yearinwhich hes proposed to be appointed of — a firm of auditors or company secretaries In practice oF cost auditors ofthe company or its holding, subsilay or associate compary:or (© any legal or a consulting frm that has or had any transaction with the company, its holding, subsidiary or assocate company ‘amounting to ten percent. or more of the gross turnover of such fie (ld. holds together with his relatives 23 or more ofthe total voting ower of the company, or (Isa Chief Executive or director, by whatever name called, of any ‘non-profit organisation that recelves 25% or more ofits receipts {rom the company, any ofits promoters, rectors orits holding, subsidiary or associate company or that holds 2% or more ofthe total voting power of the company, or (0 isamateial supplies, service provider or customer ora lessor or lessee thecompary: (© wholsnotless than? years ofage. (@ who possesses such other qualifications as may be prescribed {rom time to time by the competent authorities. Independent Director shall meet al above criteria specified in Section 149(6) ofthe Companies Act, 2013 and rules made there-under and Clause 49 of the Listing Agreement entered into with the Stock Exchanges Every independent director shall at the fst meeting ofthe Board in woichhe particlnates as adrectorand thereafter at the fist meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent rector, give a declaration that he meets the criteria of independence asprovidedin Section 146) the Companies Act. 2013, Explanation (@) _"*Associate® shall mean a company which I an “associate” as defined in Accounting Standard (AS) 23, "Accounting for lavestments in Associates in Consolidated Financial Statements, issued by the Institute of Chartered Accountants finda (©) "Key Managerial Personnel” shall mean “Key Managerial Personnel” as defined in section 2(51) of the Companies Act, 2013. As per section 2(51) of "key managerial personnel in relation toa company, means— (© the Chief Executive Officer oF the managing director or the manages; (@)_thecompany secretary: d_ thewhole-timedrector, Gu). the Chief Financia Offcer:ane (9) suchotheroffceras may be prescribed; (©) “Relative” shall mean “relative” as dfinedin section 2(77) of the Companies Act, 2013 and rules prescribed there Under. As per Section 2(77) of the Companies Act, 2013, "relative", with reference to any person, means any one whoisrelated to another IF © theyaremembers ofa Hindy Undivided Family; _theyare husbandand wie: or id. one persons related tothe other in such manner as may be prescribed: Limit on numberof directorship (@) person shall not serve as an independent director In mare than sevenisted companies. (©) Further, any person who is serving as a whole time director In ‘any listed company shall serve as an independent director in not more than threelisted companies. Maximum tenure of ndependent Directors Subject tothe provisions of section 152 of the Companies Act, 2013, an independent diector shall hold office for a term up to five consecutive years on the Board ofa company, but shall be eligible for reappointment on passing ofa special resolution by the company and

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