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Directors Report of Genus Paper & Boards Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 04th Annual Report and Audited Financial Statements on the Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The highlights of financial statements of the company for the financial year 2014-15 are given below:

(Amount in Lakh)

Particulars Current Year Previous Year 31.03.2015 31.03.2014

Net Sales / Revenue from Operations 28861.41 24746.11

Other Income 441.25 665.16

Finance Cost 617.84 568.07

Depreciation 1015.25 724.81

Profit Before Tax 1428.62 1316.28

Tax Expenses

-Current Tax 402.42 320.67

-Deferred Tax 65.79 (33.95)

Net Profit /(Loss) for the Year 960.41 1029.55

Earnings Per Share (FV Re. 1/- each)

-Basic (In Rs.) 0.37 0.40

-Diluted (In Rs.) 0.37 0.40

OPERATIONS AND BUSINESS PERFORMANCE

The Company's Net Sales / Revenue from Operations during the year under review is Rs. 28861.41 lakh as compared to Rs. 24746.11 lakh in previous year.

The Profit after Tax for the year is Rs. 960.41 lakh as compared to Rs. 1,029.55 lakh in previous year.

RESERVES

During the Financial year 2014-15, the Company has proposed no amount to reserves.

DIVIDEND

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

NUTURE OF BUSINESS

The Company is engaged in the business of manufacturing of Kraft Paper and Steel Ingot. There was no change in the nature of business during the Financial Year 2014-15.

LISTING

The Company is pleased to inform the Members that the Stock Exchanges (BSE and NSE) have accorded their approval vide letters DCS/AMAL/LP/TRD/295/2014-15 dated 12.2.2015 and NSE/CML/28852 dated 12.2.2015 respectively for listing of 257125940 equity shares of Re 1/- each of the Company. The trading in the shares of the company is permitted at Stock Exchanges (BSE & NSE) since February 16, 2015. For more details about the scrip of the company, please refer the Corporate Governance section of this Annual Report.

SUBSDIARIES

During the year under report, the Company have one direct subsidiary viz. Genus Prime Infra Limited (formerly Gulshan Chemfill Limited) (GPIL) and three step down subsidiaries viz. Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading Private Limited which are wholly owned subsidiaries of GPIL.

During the year under report, Virtuous Paper & Urja Limited, an Associate of the Company has ceased to be its Associate Company w.e.f.18th March, 2015.

Genus Prime Infra Limited (formerly Gulshan Chemfill Limited), a listed company, is engaged in the business of infrastructure and real estate sector.

Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading Private Limited, are wholly owned subsidiaries of Genus Prime Infra Limited. Each of the Companies is an unlisted company and engaged in the business of trading.

For the performance and financial position of the subsidiaries of the company, please refer the Statement of Subsidiaries to standalone financial statements of this Annual Report.

As provided under first proviso of Section 129(3) of the Companies Act 2013, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 is annexed to the Standalone Financial Statements of the Company.

As provided under fourth proviso of Section 136 of the Act, the Company shall place the separate audited accounts of its subsidiaries on its website - www.genuspaper.com. The Company shall make available physical copies of separate audited financial statements in respect of each of its subsidiary, to any shareholder of the company who request for it. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

In view of giving full attention to main business activities of the Company, the Board had on 23.6.2014 approved the transaction of disposal of entire shareholding in the Subsidiary of the Company viz. Genus Prime Infra Limited (formerly Gulshan Chemfill Limited) in terms of the Share Purchase Agreement dated 01.7.2014 and subject to the provisions of SEBI Takeover Regulations 2011. Pursuant to the SEBI' letter no. CFD/DCR/AT/SKD/PA/4585/2015 dated February 11, 2015. Genus Prime Infra Limited and all its subsidiaries have ceased to be subsidiaries of the Company w.e.f. 21st April, 2015.

CONSOLIDATED FINANCIAL STATEMENTS

In the manner as prescribed under Section 129 of the Companies Act, 2013 read with the Listing Agreement with Stock Exchanges and Accounting Standard - 21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries as on 31st March, 2015 and has published them in the Annual Report of the Company which is available on the website of the Company-www.genuspaper.com.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rakesh Kumar Agarwal, Chief Financial Officer resigned from the Company effective from 13th November, 2014. The Board placed on records its appreciation for his sincere contribution in the success of the company.

Mr. Sanjay Kumar Agarwal, AGM (Finance & Accounts), who is a Chartered Accountant and having more than 13 years experience in the field of Finance, Taxation, Accounts, Corporate Restructuring etc., was appointed as Chief Financial Officer of the Company effective from 13th November, 2014 to fill the causal vacancy caused by the resignation of Mr. Rakesh Kumar Agarwal, by the Board at its meeting held on 15.11.2014.

Pursuant to Sections 149,152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Himanshu Agarwal (DIN- 00065185), Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the said Act.

Pursuant to Section 149(1) of the Companies Act, 2013, the Board of Directors of the Company had on 31st March, 2014 appointed Mrs. Richa Jasrapuria (DIN-02097581) as an Additional Director in the category of Non-Executive Non Independent Director who is Woman Director on the Board w.e.f. 31st March, 2015. Mrs. Richa Jasrapuria shall hold office till the date of the ensuing Annual General Meeting of the Company and, being eligible, offer herself for re-appointment. The Board of Directors in their meeting held on 14th August, 2015 has recommended to re-appoint Mrs. Richa Jasrapuria as Non-Executive Non Independent Director within the meaning of Section 149 and 152 of the Companies Act, 2013 subject to retirement by rotation.

In order to meet the requirement of appointment of minimum 1/2 independent directors of total directors under Clause 49 of the Listing Agreement, the Board of Directors of the Company had on 29th April, 2015 appointed Mr. Rajendra Aggarwal (DIN- 07036881) as an Additional Director in the category of Non-Executive Independent Director w.e.f. 30th April, 2015 who shall hold office till the date of the ensuing Annual General Meeting of the Company under Section 161 of the Act. The Board of Directors in their meeting held on 14th August, 2015 has recommended to re-appoint Mr. Rajendra Aggarwal as Non-Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV thereto and Rules made there under, for a term of 5 (five) consecutive years commencing from the date of his appointment as an Additional Director in the Company i.e. 30th April, 2015, not subject to retirement by rotation,

Mrs. Richs Jasrapuria is a fellow member of Institute of Chartered Accountants of India and possesses sound experience in the field of banking and business management.

Mr. Rajendra Aggarwal is a B.Tech. and also Master of Business. He has wide experience in the field of Finance, Corporate Structuring and Business Management & Planning etc.

As provided under section 149(7) of the Act, Mr. Rajendra Aggarwal has given a declaration to the effect that he meets the criteria of independence as required under section 149(6) to the Act and Clause 49 of the Listing agreement being qualified as an Independent Director. The Board believes that he possesses relevant expertise and experience and has relationship at arms' length with the Company and its directors.

The Company has also received notices in writing from members signifying their/his intention to propose Mrs. Richa Jasrapuria and Mr. Rajendra Aggarwal as a candidature for the office of Director along with requisite deposit of Rupees one lakh as required under Section 160 of the Companies Act, 2013.

The Nomination and Remuneration Committee of the Board in its meeting held on 14th August, 2015 has considered and recommended the aforesaid re-appointments of Mrs. Richa Jasrapuria and Mr. Rajendra Aggarwal to the Board for their approval.

The Board has considered that the presence of Mrs. Richa Jasrapuria, Mr. Rajendra Aggarwal and Mr. Himanshu Agarwal as Directors on the Board would be immense benefit to the Company and has decided to recommend their appointment /reappointment for the approval of members of the Company at the ensuing general meeting of the company.

A brief resume of the Directors being appointed/ re-appointed, the nature of their expertise in specific functional areas, names of other companies in which they hold/have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

As provided under Section 149 (7) of the Companies Act, 2013, All Independent Directors of the Company viz. Mr. Rameshwar Pareek, Mr. Udit Agarwal, Mr. Bhairon Singh Solanki and Mr. Rajendra Aggarwal have made declaration to the effect that they meet the criteria of independence as stipulated under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of the Company in pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013 hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the Financial Year 2014-15, the Company has not invited, accepted or renewed any deposits covered under Chapter V of the Companies Act, 2013 and there is no outstanding amount of deposits at the end of the financial year.

AUDITORS AND AUDITORS' REPORT

Details of the Auditors of Company and their Audit Reports for the year under report are given below:

Statutory Auditors

Mr. Pradeep Kapoor (Proprietor of M/s Pradeep Hari & Co.), Chartered Accountant, Moradabad (having Membership No.-074491) was appointed as Statutory Auditors of the Company for a period of 3 consecutive years in the 03rd Annual General Meeting of the Company held on 30.09.2014 to conduct the statutory audit of the annual accounts of the company and to give audit report thereon in terms of provisions of the Companies Act, 2013.

After the appointment of Mr. Pradeep Kapoor as Statutory Auditors of the Company, the Company became listed at Stock Exchanges w.e.f. 16th February, 2015.

In terms of Clause 41 of the Listing Agreement with Stock Exchanges where the shares of the Company are listed, audit of listed companies shall be carried out by the auditors who have undergone Peer Review Process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI.

Mr. Pradeep Kapoor informed the Board that we are in the process of peer review of ICAI and it may take longer time to get the desired certificate from ICAI to the effect as required under Clause 41 of the Listing Agreement. Thus, due to being not eligible, he resigned from the office of Statutory Auditors of the Company and the Board in its meeting held on 29th April, 2015 approved the resignation w.e.f. 24th April, 2015.

To fill the causal vacancy caused by the resignation of Mr. Pradeep Kapoor, the Members of the Company in their Extraordinary General Meeting held on 28th May, 2015 have approved the appointment of M/s D. Khanna & Associates Chartered Accountants, Jaipur as Statutory Auditors of the Company to conduct statutory audit of the accounts of the company for the financial year ended 31st March, 2015. They shall hold the office till the conclusion of ensuing Annual General Meeting of the Company.

M/s D. Khanna & Associates Chartered Accountants Firm, Jaipur, (ICAI Firm Registration No-012917N) who has given their consent vide their letter dated 01.8.2015, being eligible offer themselves for the re-appointment as Statutory Auditors of the Company.

On the basis of recommendation of the Audit Committee, the Board recommends the appointment of M/s D. Khanna & Associates Chartered Accountants Firm, Jaipur as a Statutory Auditors of the Company, for the approval of members of the Company at ensuing annual general meeting.

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

Secretarial Auditors

M/s C. M. Bindal & Company, Company Secretaries, Jaipur, a very eminent Corporate Consultant having more than 27 years experience of rending professional services to several eminent companies including Central PSUs and Banks, were appointed as Secretarial Auditors of the Company to conduct the secretarial audit for the financial year ended March 31, 2015 and to give their report thereon.

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report of M/s C. M. Bindal & Company, Company Secretaries, Jaipur for the financial year 2014-15 is annexed to this report as Annexure-I.

The said Secretarial Audit Report has no qualification, reservation or adverse remarks and it is self explanatory. Thus there is no need to give any explanation or comment by the Board.

Cost Auditors

Section 148 of the Companies Act, 2013 provides that such class of companies, which are engaged in production of such goods or providing such services, shall maintain cost records and shall get audit of such cost records by a Cost Accountant in practice, as may be prescribed in the Rules notified by the Central Government for the purpose.

The Ministry of Corporate Affairs (MCA) has notified new rules viz. the Companies (Cost Records and Audit) Rules 2014 on June 30, 2014 effective from the financial year commencing on or after the 1st day of April, 2014 in supersession of the old Cost Audit Rules, 2011 and has amended these rules on December 31, 2014. Such Rules prescribe the class of companies, criteria to maintain the cost records and that for cost audit based on turnover of individual and all products or services; and procedure for the appointment of cost auditor and to submit the cost audit report to the Central Government.

M/s M. K. Singhal & Co., Cost Accountants, Modinagar (FRN-00074) who has given their consent vide their letter dated 05.5.2015, being eligible offer themselves for the re-appointment as Cost Auditors of the Company.

In terms of Section 148 of the Companies Act, 2013 and Rule 6 of the Companies (Cost Records and Audit) Rules 2014, the Board has on 14.8.2014, on the recommendation of the Audit Committee, appointed to M/s M. K. Singhal & Co., Cost Accountant, (FRN- 00074) as the Cost Auditors to conduct the Cost Audit of the Steel Plant of the Company for the financial year 2015-16 and to give their audit report thereon.

The Board has also approved, on the recommendation of the Audit Committee of the Boards of Directors, that the remuneration of Rs. 60000/- plus traveling, lodging and boarding expenses be paid to the Cost Auditors to conduct the cost audit of Steel Plant of the Company for the financial year 2015-16 subject to the rectification by the members at the ensuing annual general meeting.

The Board recommends the appointment of M/s M. K. Singhal & Co., Cost Accountant, (FRN-00074) for FY 2015-16 at a remuneration of Rs. 60000/- plus traveling, lodging and boarding expenses for the rectification by the members at the ensuing annual general meeting.

The Cost Audit Report for the financial year 2014-15, in respect of the Kraft Paper & Steel Ingot prescribed under Cost Audit Rules, 2014, is due to be filed with MCA on or before 30.09.2015 (being within 180 days from the end of reporting year).

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed to M/s Chaturvedi & Co., Chartered Accountants Firm as Internal Auditors of the Company to conduct the internal audit of the Company and to give their audit report thereon in the manner as prescribed under the Act.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board. This CSR policy is also available on the Company's website - www.genuspaper.com.

During the year, the Company has spent Rs.20,00,000/- (Rupees Twenty Lakh) (2%) of the average net profits of last three years on CSR activities.

For composition of CSR Committee and other details as prescribed, the Annual Report on CSR activities is annexed to this report as Annexure-II.

RISK MANAGEMENT POLICY

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, property, and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

The Independent Directors shall be of high integrity with relevant expertise and experience so as to have as diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, Law, governance and general management.

CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR / WHOLE TIME DIRECTORS

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience particularly in Paper Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management employees, details of the same are given in the Corporate Governance Report.

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through as structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting and the performance of the Board as a whole evaluated was reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated).

The Directors expressed their satisfaction with the evaluation.

DISCLOSURES:

NUMBER OF BOARD MEETINGS

During the financial year 2014-15, the Board of Directors of the Company met 9 (Nine) times on 23/06/2014, 18/7/2014, 23/7/2014, 30/9/2014, 15/11/2014, 26/12/2014, 19/1/2015, 9/3/2015 and 31/3/2015.

AUDIT COMMITTEE

The Company have a qualified and independent Audit Committee, reconstituted on 18.7.2014.The Composition of the Committee is given below:

Name of the Member Category Status

Mr. Udit Agarwal Independent Non Executive Director Chairman

Mr. Rameshwar Pareek Independent Non Executive Director Member

Mr. Bhairon Singh Solanki Independent Non Executive Director Member

Mr. Kailash Chandra Executive Promoter Director Member Agarwal

During the financial year 2014-15, the Audit Committee met 9 (Nine) times on 23/06/2014, 18/7/2014, 23/7/2014, 30/9/2014, 15/11/2014, 26/12/2014, 19/1/2015, 9/3/2015 and 31/3/2015. All recommendations of Audit Committee were accepted by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELLATED PARTIES

The particulars of contracts or arrangement with related parties referred to in Section 188 of the Companies Act, 2013 in the prescribed form AOC-2 are disclosed in Annexure -III and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees or investments referred to in Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements provided in this Annual Report.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of provisions of the Section 136 (1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at Registered Office of the Company during the working hours and any member interested in obtaining such information may write to the Company Secretary.

It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9 is attached herewith as Annexure-IV and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo have been given in the prescribed form in Annexure-V to this report.

SIGNIFICANT AND MATERIALS ORERS PASSED BY THE REGULATION OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company's operation in future.

MATERIAL CHANGES AND COMMITMENTS

Due to disposal of Subsidiary of the Company namely Genus Prime Infra Limited (formerly Gulshan Chemfill Limited), the Company has incurred a loss of Rs. 321.15 lakh after the end of the financial year 2014-15.

CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE

As provided under Clause 49 (X) of the Listing Agreement, a detailed compliance report on corporate governance is given in a separate section and forms an integral part to this Annual Report. The requisite certificate from Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 (VIII)(D) of the Listing Agreement, a report on management discussion and analysis is given in a separate section and forms an integral part to this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Directors further state that during the year under review, there were no cases filed, pursuant to the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The company has devised a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. This mechanism provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year 2014-15, there were no instances of unethical behaviour, fraud or violation of the company's code of conduct or ethics policy and no personnel have been denied access to the audit committee.

The details of establishment of such mechanism are disclosed on the website of the Company viz. www.genuspaper.com.

INSURANCE

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the assistance and cooperation extended by company's shareholders, suppliers, dealers, business partners, bankers and financial institutions, Central and State Government and others associated with the Company. Your Directors also wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and look forward to their continued support.

For and on behalf of Board of Directors For Genus Paper & Boards Limited

Place : Moradabad Himanshu Agarwal Kailash Chandra Agarwal Date : 14th August, 2015 Whole Time Director Managing Director & CEO DIN-00065185 DIN-00895365


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 3rd Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of financial results of your Company for the financial year 2013-14 and 2012-13 is given below:

Amount (In Lacs) Particulars Current Year Previous Year 31.03.2014 31.03.2013

Net Sales / Revenue from Operations 24746.11 0.00

Other Income 665.16 0.00

Finance Cost 568.07 0.00

Depreciation 724.81 0.00

Profit Before Tax 1316.28 0.00

Provision for Taxation - -

Current Tax 320.67 0.00

-Deferred Tax - -

Net Profit /(Loss) for the Year 1029.55 0.00

Earnings Per Share (FV Re. 1/- each)

-Basic (In Rs.) 0.40 0.00

-Diluted (In Rs.) 0.40 0.00

The operations of the Company for the year 2013-14 pertain to the transferred Paper Business of Genus Power infrastructures Ltd. (GPIL) to the Company pursuant to Scheme of Arrangement as approved by Hon''ble High Court of Allahabad vide its order dated October 29, 2013.

The production of kraft paper and steel ingot during the year under review is 80,016.69 tonnes and 12,989.21 tonnes respectively. The Company posted Gross Sales of Kraft Paper Rs. 22,121.45 Lacs and that of Steel Ingot Rs.4,424.00 Lacs during the year under review.

For the financial year 2013-14, the operating profit (EBIDTA) is of Rs. 1,948.44 lacs and the net profit after tax stands at Rs.1,029.55 Lacs.

DIVIDEND

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

HIGH COURT''S APPROVAL TO THE SCHEME OF ARRANGEMENT

A Scheme of Arrangement among Genus Paper Products Limited, Genus Power Infrastructures Limited and your company and their respective Shareholders and Creditors was filed before the High Court of Allahabad for its approval and the said Scheme has been approved by the Hon''ble High Court of Allahabad on October 29, 2013. The said Scheme is operative from the Appointed Date i.e., April 01, 2011. However it came into effect from the date of filing of High Court''s order with the Registrar of Companies, Kanpur, which was November 29, 2013.

Pursuant to said Scheme, the ''Non Power Infrastructure Undertaking/Business'' of Genus Power Infrastructures Limited on a going concern basis, including the business activity of manufacturing and trading of ail kinds and classes of papers and boards and also steel business stand transferred and vested into your company with retroactive effect from April 1, 2011. Upon the coming into effect the Scheme and in consideration for the de-merger, pursuant to clause 12.1 of the said Scheme, your company has allotted 25,66,25,940 new equity shares on January 17, 2014 to the shareholders of Genus Power Infrastructures Limited (GPIL) in the ration of 1 new equity shares of Re. 1 each for every 1 equity share of Re 1/- each of GPIL who were holding shares as on the record date i.e. January 11, 2014.

The said new equity shares issued in terms of Clause 12.1 by your company shall, subject to completion of applicable procedures, be listed on the stock exchanges where GPIL is currently listed and shall remain frozen in the depositories system till llsting/trading permission is given by the BSE Limited and the National Stock Exchange of India Limited as per clause 12.3 and clause 12.9 of the said scheme.

Your company has filed an application to the BSE limited and National Stock Exchange of India Limited for approval of listing of 25.71.25.940 equity shares efface value of Re 1/- each fully paid up and for granting relaxation from applicability under Rule 19(2) (b) the Securities Contract (Regulation) Rules, 1957.

SHARE CAPITAL

The Initial authorized share capital of Rs.10,00,000/- comprising of 10,00,000 Equity Shares of Re.l/- each was increased to Rs.26,00,00,000/- divided into 26,00,00,000 Equity Shares of Re.l/- each vide ordinary resolution passed at the extra ordinary general meeting held on October 29, 2013.

Pursuant to clause 12.1 of the Scheme of Arrangement as approved by the Hon''ble High Court of Allahabad on October 29, 2013, your company has issued and allotted 25,66,25,940 new equity shares on January 17, 2014 to the shareholders of Genus Power Infrastructures Limited (GPIL) who were holding shares as on the record date i.e. January 11, 2014, in the ration of 1 new equity shares of Re. 1 each for every 1 equity share of Re 1/- each of GPIL. The present issued, subscribed and paid up share capital is Rs. 25,71,25,940/- comprising of 25.71.25.940 Equity Shares of Re. 1/- each.

HOLDING COMPANY

Prior to the Scheme becoming effective, the Company was a wholly owned subsidiary of Genus Power Infrastructures Limited (GPIL). Pursuant to the Scheme becoming effective, the Company has allotted equity shares to the shareholders of GPIL on the Record Date and ceased to be subsidiary of GPIL.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits remaining unpaid / unclaimed as on March 31, 2014.

SUBSIDIARY COMPANY

Pursuant to the Scheme, your company has one subsidiary namely Genus Prime Infra Limited (formerly Gulshan Chemfill Limited) and three fellow subsidiaries namely Sunima Trading Pvt. Ltd, Sansar Infrastructures Pvt. Ltd. and Sunima Trading Pvt. Ltd.

Your company is holding more than 50% in the Equity Share Capital of Genus Prime Infra Limited (formerly Gulshan Chemfill Limited). Hence there is Holding - Subsidiary relationship between the Company and GPIL. Sansar Infrastructures Pvt. Ltd. and Sunima Trading Pvt. Ltd. are wholly owned subsidiaries of Genus Prime infra Limited. Hence, subsidiaries of the subsidiary of the company shall be the fellow subsidiaries of the Company.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, documents in respect of the various Subsidiaries viz.. Board''s Report, Auditor''s Report, Balance Sheet and Profit and Loss Account are required to be attached to the Annual Report of the Company. However, the Ministry of Corporate Affairs, Government of India vide Circular No. 02/2011 dated February 8, 2011 granted a general exemption under Section 212(8) of the Companies Act,1956 directing that provisions of Section 212 shall not apply In relation to subsidiaries of the Company subject to fulfillment of certain conditions. Accordingly, the Board of Directors has approved to dispense with the requirements of attaching to its annual report, the audited annual accounts of the Company''s subsidiaries in line with the said circulars.

Hence, the Annual Report of the Company does not contain the individual financial statements of subsidiaries, but contain the consolidated financial statements of the Company and its subsidiaries.

The Company shall provide the copy of Annual Report and other documents of its subsidiary companies as required under Section 212 of the Companies Act, 1956 to the Shareholders of the Company and also to the Shareholders of the subsidiary companies on demand, free of cost. The Annual Report containing the annual accounts of the subsidiary companies is also kept open for inspection by any Shareholder at the Registered Office of the Company and that of the subsidiary companies.

The statement as required under Section 212 of the Companies Act, 1956, in respect of the subsidiaries of the Company is annexed and forms an integral part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year ended 31st March, 2014 prepared as per Accounting Standard AS 21, consolidating the Company''s accounts with its subsidiaries have also been included as part of this Annual Report.

INSURANCE

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

DIRECTORS

Mr. Udit Agarwal, who was appointed as Independent Director liable to retire by rotation as per Old Companies Act, 1956, is retiring by rotation at ensuing annual general meeting. However, in terms of provision of section 152 of the New Companies Act, 2013 which came in force w.e.f. 01.04.2014, an independent director shall not liable to retire by rotation. Therefore, he is not retiring at ensuing annual general meeting.

During the year, Mr. Udit Agarwal (DIN 02820615), Mr. Rameshwar Pareek (DIN 00014224) and Mr. Bhairon Singh Solanki (DIN 00012141) were appointed as independent Directors liable for retire by rotation as per old Companies Act, 1956. The necessary resolutions for their '' appointment as Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for a term of 5 (five) consecutive years w.e.f. 01st August 2014 up to 31st July, 2019 are contained in the notice for your approval.

The Company has received declaration from all the independent directors under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the said Act.

The Members at its extra ordinary general meeting held on 29.11.2013 accorded its approval to the appointment and payment of remuneration to Mr. Kailash Chandra Agarwal (DIN 00895365) as Managing Director and CEO of the Company and Mr. Himanshu Agarwal (DIN 00065185) as Whole Time Director of the Company, for a period of 3 years w.e.f. November 29, 2013 as per the provisions of Old Companies Act, 1956. They are not liable to retire by rotation in terms of provisions of the Articles of Association of the Company.

The appointment of the Managing Director and Whole Time Directors is as per the Old Companies Act, 1956 which almost have been repealed and New Companies Act, 2013 have been enacted and have been substantially come into force w.e.f. April, 2014.

As per the provisions of section 152 of the Companies Act, 2013, every company shall have at least 2/3 rotational directors of the total no. of directors of the company for the time being in force. However, this section further provides that Independent Directors shall not be liable to retire by rotation and shall not be included in total no. of director for this purpose.

At present, your company have total 6 directors out of which 3 are independent directors who shall not be liable to retire by rotation in terms of section 152 of the New Companies Act, 2013 and out of the remaining 3 directors, 1 is managing director and 1 is whole time director who are not liable to retire by rotation in terms of Article of Association of Company and 1 is non-executive chairman who is liable to retire by rotation. Thus, your company has 1 rotational director, while it is required in terms of the provisions of Section 152 of the New Companies Act, 2013 to appoint at least 2 such directors who shall retire by rotation at annual general meeting.

In order to compliant with the provisions of the New Companies Act, 2013, the Board of Directors recommends the fresh approval of members of the Company to the appointment of Mr. Kailash Chandra Agarwal as Managing Director and Mr. Himanshu Agarwal as Whole Time Director by way of resolutions as contained in the Notice.

Brief particulars of the directors proposed to be appointed / reappointed are provided as an annexure to the Notice convening the Annual General Meeting, forming part of this Annual Report.

DIREaORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statement of the Company for the year 2013-14, the Board of Directors hereby state and confirm:

1. That in the preparation of annual accounts, applicable Accounting Standards have been followed;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Profit of the Company for the period ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis.

CASH FLOW STATEMENT

In conformity with the Accounting Standard 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended March 31, 2014 is annexed to the accounts.

CORPORATE GOVERNANCE

The Company is complying, to the extend as applicable, with Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement proposed to be executed with the Stock Exchanges in respect of the Company''s application made for approval of listing of equity shares at BSE and NSE.

A separate report on Corporate Governance is annexed and forms part of the Annual Report.

The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing the necessary information as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure and forms an integral part of this report.

AUDITORS

M/s Pradeep Hari & Co., Chartered Accountants (ICAl Firm Registration Number - 006542C), Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received a letter pursuant to Section 139 and 141 of the Companies Act, 2013 from M/s Pradeep Hari & Co., Chartered Accountants (Proprietor - Mr. Pradeep Kapoor having Meb. No - 074491) regarding his eligibility for re-appointment as Auditors of the Company.

The Board of Directors recommend to the Members of the Company for the reappointment of M/s. Pradeep Hari &. Co., Chartered Accountants as Statutory Auditors of the Company to hold the office for a term of three years from the conclusion of ensuing 03rd Annual General Meeting of the Company till the conclusion of 06th Annual General Meeting of the Company (subject to ratification by members at every Annual General Meeting) and to fix their remuneration.

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

COST AUDITORS

In pursuance to Section 148 of the Companies Act, 2013 (erstwhile Section 233-B of the Companies Act, 1956) read with the Cost Audit Rules issued by the Cost Audit Branch of Ministry of Corporate Affairs, the Board appointed, on the recommendation of the Audit Committee, M/s M. K. Singhal & Co., Cost Accountant, (FRN-00074) as the Cost Auditor to conduct the Cost Audit of the Company for the financial year 2014-2015. The Company filed application with Central Government for financial year 2014-15 for appointment of Cost Auditor vide 5RN S30461800 dated 28-06-2014 and the approval of Central Government has been received.

The Board has also approved, on the recommendation of the Audit Committee of the Boards of Directors, that the remuneration of Rs. 60000/- plus traveling, lodging and boarding expenses be paid to the Cost Auditors to conduct the cost audit of the Paper Plant & Steel Plant of the Company for the financial year 2014-15 subject to the rectification by the members at the ensuing annual general meeting.

The Cost Audit Report for the financial year 2013-14, in respect of the Kraft Paper & Steel Ingot prescribed under Cost Audit Rules, 2011, is due to be filed with MCA on or before 30.09.2014 (being within 180 days from the end of reporting year).

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed, as a responsible corporate citizen, for adding value to society and addressing the contemporary societal needs and challenges.

As the Company meets with one of the criteria of Section 135(1) of the Companies Act, 2013, it has constituted a CSR Committee consisting of (1) Shri Udit Agarwal, Chairman of the Committee; (2) Shri Rameshwar Pareek; (3) Shri Kailash Chandra Agarwal; and (4) Shri Himanshu Agarwal as members of the Committee to achieve the CSR objectives. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are required to be furnished in statement to be annexed to this Report. However, as per the provisions of Section 219(l)(b) (iv) of the said Act, the report and accounts are being sent to all the Shareholders excluding the aforesaid Annexure.

A statement containing such particulars shall be made available for inspection by any shareholder during working hours up to the date of the Annual General Meeting. Any member interested in obtaining the copy of the statement may write to the Company at its Registered Office.

SIGNIFICANT TRANSACTIONS

During the financial year ended 31.3.2014, the following transactions were made;

i) the Hon''ble High Court of Allahabad approved the Scheme of Arrangement among the Company, Genus Paper Products Limited ("GPPL") and Genus Power Infrastructures Limited ("GPIL") on October 29, 2013 and the manufacturing paper and steel business of Genus Power Infrastructures Limited (GPIL) including all assets and liabilities related thereto stand transferred and vested into your company on going concern basis pursuant to the said scheme.

ii) the Company has issued and allotted 25,66,25,940 equity shares of Re.l/- each to the Shareholders of Genus Power Infrastructures Limited on January 17, 2014 pursuant to Scheme of Arrangement as approved by Hon''ble High Court of Aliahabad on October 29, 2013. The said new equity shares issued in terms of Clause 12.1 by your company shall, subject to completion of applicable procedures, be listed on the stock exchanges where GPIL is currently listed and shall remain frozen in the depositories system till listing/trading permission is given by the BSE Limited and the National Stock Exchange of India Limited as per clause 12.3 and clause 12.9 of the said scheme.

iii) the equity shares of the Company are subject to listing at BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) as per Scheme of Arrangement. Your Company has made application to the BSE Limited and National Stock Exchange of India Limited for approval of listing of 25,71,25,940 equity shares of face value of Re 1/- each fully paid up, [25,66,25,940 shares issued and allotted by Genus Paper & Boards Limited (the "Company") pursuant to the Scheme of Arrangement among the Company, Genus Paper Products Limited ("GPPL") and Genus Power Infrastructures Limited ("GPIL") and 5,00,000 issued upon incorporation of Company as minimum subscribed share capital] and for granting relaxation from applicability under Rule 19(2)

(b) the Securities Contract (Regulation) Rules, 1957.

iv) the Company has entered into a Share Purchase Agreement dated 01'''' July, 2014 with i)- Mr. Jitendra Kumar Agarwal ii)- Mr. Rajendra Kumar Agarwal and ill)- Mr. Amit Agarwa/ (the Acquirers), to dispose off /sell its 8028826 equity shares of Rs.2/- each fully paid up (57.05% of the paid up capital) held by it in Genus Prime infra Limited (formerly Gulshan Chemfill Limited), a subsidiary of the Company at a price of Rs.4/- per share for a total consideration of Rs. 3,21,15,304/- and shall be subject to compliance with the provisions of SEBI (Substantial Acquisitions of Shares and Takeover) Regulations, 2011.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the assistance and cooperation extended by company''s shareholders, suppliers, dealers, business partners, bankers and financial institutions. Central and State Government and others associated with the Company. Your Directors also wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and look forward to their continued support.

For and on behalf of Board of Directors For Genus Paper & Boards Limited

Piace: Moradabad Himanshu Agarwai Kaiiash Chandra Agarwai Dated : 23rd July, 2014 Whole Time Director Managing Director DIN-00065185 DIN-00895365

 
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