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Directors Report of Genus Power Infrastructures Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23 rd Annual Report together with the audited financial statement of the Company for the financial year ended March 31,2015.

FINANCIAL RESULTS

The Company's financial performance, for the financial year ended March 31,2015 is summarized below:

(Rs. in Lacs)

Particulars Year ended Year ended March 51,2015 March 51,2014

Revenue from operations (gross) 92,393.53 78,438.54

Total revenue 92,736.47 77,492.03

Total expenses (excluding interest, depreciation and amortization) 79,221.02 66,742.25

Earnings before interest, depreciation and amortization 13,515.45 10,749.78

Less: Interest, depreciation and amortization expenses 4,933.29 4,620.06

Profit before exceptional and extraordinary items 8,582.16 6,129.72

Add A Less): Exceptional items (1,743.58) -

Profit before tax and extraordinary items 6,838.58 6,129.72

Add A Less): Extraordinary items 240.86 -

Profit before tax (PBT) 7,079.44 6,129.72

(Less): Tax expenses (including MAT credit) (1,767.10) (82.93)

Profit after tax (PAT) 5,312.34 6,046.79

Earnings per share (after extraordinary items) (Basic) (In Rs.) 2.07 3.24

Earnings per share (after extraordinary items) (Diluted) (In Rs.) 2.06 3.24

REVIEW OF FINANCIAL PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS

Your Company has continued to deliver a strong financial performance in the financial year 2014-15 recording the highest ever made turnover and operating profit in the history of Company. The key factors of the financial performance of the Company, during the year under review, are as under

- Revenue from operations grew by 18% to Rs. 92,393.53 Lacs in 2014-15 from Rs. 78,438.54 Lacs in the previous year as a result of continued trust of power utilities on smart metering solutions and smart power infrastructures to improve their financial health, mainly through stoppage of power transmission and distribution 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 margins, optimum procurement & utilization of raw materials with Lean manufacturing techniques and effective execution of cost lowering measures/techniques such as Kaizen, Lean Manufacturing and more, across all levels & functions in Company.

- In accordance with the provisions of Schedule II of the Companies Act, 2013, the Company has revised the estimated useful lives of fixed assets with effect from April 01,2014. Accordingly, the net-book value of the fixed assets as on April 01, 2014, is depreciated on a prospective basis over the remaining useful life, wherever applicable. This change in accounting estimate has resulted in increase in depreciation and amortization expenses for the year ended March 31, 2015 by Rs. 93.17 Lacs with a corresponding decrease in the net book value of the fixed assets and reserves and surplus of the Company. In addition, as per the provision of Schedule II read with notification dated August 29, 2014 issued by the Ministry of Corporate Affairs, the Company has opted to charge off to statement of profit and loss the carrying amount of certain fixed assets, amounting to Rs. 84.46 Lacs, where remaining useful life was "Nil" as on April 01,2014.

- Finance cost decreased to Rs. 3,323.93 Lacs from Rs. 3,563.22 Lacs in the previous year. This decrease was mainly attributable to low cost borrowings and effective utilization of available funds.

- Profit before exceptional and extraordinary items increased by 40% to Rs. 8,582.16 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 diminution in value of investment in Genus SA BraziL During the year under review, the Board has decided to write-off the investment in the said JV after the due/necessary compliances and approvals. The Board opinioned that the financial scenario and sales were worsened in the Joint Venture "Genus SA, Brazil" and thus the Board had to take the tough decision of writing off the investments in the Joint Venture. Though this has adversely impacted the bottom line of the Company but in longer perspective it will help the Company.

Extraordinary items amounting to Rs. 190.37 Lacs (net of tax Rs. 50.49 Lacs) relates to relief received from Indian Oil Corporation Limited (IOCL) through RIICO Limited against damages claimed by the Company towards lOCL's fire accident in the year 2009.

Net profit reduced by 12% to Rs. 5,312.34 Lacs from Rs. 6,046.79 Lacs in the previous year mainly due to provision for diminution in value of investment in Genus SA Brazil and non availability of MAT credit in 2014-15 as available in previous year.

- Earnings per share (Basic) (after extraordinary items) for year ended March 31,2015 stood at Rs. 2.07.

- Net worth of the Company increased to Rs. 48,431.25 I from Rs. 43,112.75 Lacs as at March 31,2014.

- The Company has written-off liquidated damages and debts of Rs. 3,199.77 Lacs, which mainly repressor liquidated damages and deductions by indenting age as per the terms of the contracts of supplies.

For narrowing our focus on core areas of greatest potentials, Company has entered into an agreement with Genus Innova Limited on February 17, 2015, for disposal/transfer of its pc backup solution business with effect from April 1,2015. The reve and expenses in respect of the activities attributable to at discontinued operations included in the results are as follows:

(Rs. in Lacs)

Year ended

Particulars

31/05/2015 31/05/2014

Revenue 10,208.83 6,861.79

Expenses 9,971.63 6,729.59

Profit before tax 237.20 132.20

Tax expenses 49.81 27.71

Profit after tax 187.59 104.49

The carrying amount as at March 31,2015 relating to above business is as follows:

(Rs. in Lacs)

As At

Particulars 51/05/2015 51/05/2014

Total Assets 5,127.37 4,819.04

Total Liabilities 445.25 355.08

Net Assets 4,682.14 4,463.96

The Company has started commercial production at its new manufacturing unit at SP-1-2317, Ramchandrapura, RIICO Industrial Area, Sitapura Extension, Jaipur with effect from February 11, 2015. The commencement of manufacturing operations at the new unit, aims to expand and modernize the manufacturing process including strengthening the process of backward integration. This would also ensure the higher level of efficiency and better control over operations. This Ramchandrapura unit is an integrated manufacturing unit, spread over 15000 sq. mtrs., vastly focusing on exports to ensure future growth in overseas markets. The unit has a facility of manufacturing of Electronic Communication Measurement System/Electronic Energy Meter, Meter Reading Instrument, Modem,

Printed Circuit Board Assemblies, Meter Box, Diaphragm Gas Meter, etc.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to 'Management Discussion & Analysis' and 'Corporate Governance Report1, which form part of this Report.

DIVIDEND

Considering the excellent financial performance of your Company and with a view to rewarding our shareholders by way of higher cash dividend, your Directors have recommended a dividend of Re.0.20 (i.e. 20%) per equity share on equity shares of the face value of Re.1 /- each (tax free in the hands of the shareholders) for the financial year ended March 31, 2015 (Last Year: 10% i.e. Re.0.10 per equity share of face value of Re.1/- each). The proposed dividend of 20%, if approved by the members at the forthcoming Annual General Meeting, will result in the outflow of Rs. 513.32 Lacs in addition to Rs. 104.50 Lacs by way dividend distribution tax.

SHARE CAPITAL

The paid up equity share capital as on March 31,2015 was Rs. 2,566.61 Lacs consisting of 25,66,60,921 equity shares of Re 1/- each. During the year under review, the Company issued 34,981 equity shares of Re 1/- per equity share upon exercise of stock options under the Employees' Stock Option Scheme-2012 (ESOS-2012) of the Company. The Company has neither issued shares with differential voting rights nor sweat equity shares.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the general reserve out of the amount available for appropriation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are given in the notes to the financial statements.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee ('the Committee1) of the Board of Directors of the Company, inter alia, implements, supervises and administers the employee stock option schemes of the Company in accordance with the applicable SEBI Guidelines.

During the year under review, the Committee has approved in its meeting held on November 04, 2014, the grant of 4,42,700 stock options to the eligible employees of the Company under the Employees' Stock Option Scheme-2012 (ESOS-2012) of the Company at an exercise price of Rs.27.10/- per share. The said exercise prices was the latest available closing price, prior to the date of the meeting of the Committee, in which options were granted, on the stock exchange having higher trading volume. The options would vest over a maximum period of 6 years or such other period as may be decided by the Committee from the date of grant based on specified criteria. Upon vesting, employees are eligible to apply and secure allotment of Company's shares at a price determined on the date of grant of options. The Options can be exercised during a period of three years from the date of vesting. The applicable disclosures as stipulated under the SEBI Guidelines as on March 31,2015 (cumulative position) with regard to the ESOS-2012 are provided in 'Annexure A' to this Report.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the forthcoming Annual General Meeting for inspection by members.

Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

LISTING OF EQUITY SHARES OF GENUS PAPER & BOARDS LIMITED (A RESULTING COMPANY) ISSUED UNDER THE SCHEME OFARRANGEMENT

During the year under review, 25,66,25,940 equity shares of Genus Paper & Boards Limited (a resulting company upon demerger under the Scheme of Arrangement among Genus Paper Products Limited, Genus Power Infrastructures Limited and Genus Paper & Boards Limited) have been listed and admitted to dealing on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from February 16,2015.

We hope that listing of the above shares would unlock the potential value of the Company and result in enhancement of shareholders' value.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR ANDTHE DATE OFTHIS REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year 2014-15, no company has become or ceased to be a joint venture or subsidiary of the Company.

During the year under review, the following companies have ceased to be Company's associate companies:

(a) Virtuous Infra Limited

(b) Virtuous Urja Limited

As the Company does not have a subsidiary as on March 31, 2015, it has not opted for the consolidation of financial statement in respect of associate companies or joint ventures for the financial year commencing from the 1 st day of April, 2014 and ending on the March 31, 2015 pursuant to the Companies (Accounts) Amendment Rules, 2014 issued vide notification dated October 14,2014.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link - "http://genus.in/pdf /Material%20Subsidiaries%20Policy_1.pdf".

CONTRACTS ANDARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / 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. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons, which may have potential conflict with interest of the Company at large. Since all related party transactions entered into by the Company were in the ordinary course of business and on an arm's length basis, form AOC-2 is not applicable to the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company's website at the link - "http://genus.in/pdf/Related %20Party%20Transaction%20Policy_0.pdf". For further details, please refer to Note 40 to the financial statements, which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy), which indicates the activities to be undertaken by the Company in line with the activities specified in Schedule VII of the Companies Act, 2013. The Board has approved the CSR Policy. The CSR Policy is uploaded on the Company's website and the link is "http://genus.in/pdf/CSR%20Policy_Genus.pdf".

During the year, the Company has spent Rs. 94.21 Lacs (which is more than 2% of the average net profits of last three financial years, adjusted for merger and demerger under the scheme of arrangement duly approved by Hon'ble High Court on 29.10.2013, effective from the Appointed Date of April 01,2011) on CSR activities. The Annual Report on CSR activities forms part of this Report as 'Annexure B'.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

Pursuant to section 134(3)(n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formed a Risk Management Committee. The Committee has reviewed and approved a 'Risk Management Policy', which lays down procedures about the risk assessment and risk minimization. The details of the Committee and Risk Management Policy are set out in the 'Management Discussion & Analysis' and the 'Corporate Governance Report' forming part of this report.

INSURANCE

In 2014-15, the Company's assets and projects were adequately insured against various risks such as fire, earthquake, storm, etc. Further, the Company has taken the following insurance policies to protect the employees' interest against inescapable incidences and to maintain financial stability in the Company when something unanticipated happens:

- Consequential Loss (Fire) Policy' to insure the profit affected during the interruption/cessation of the business operations due to exigency.

- Group Gratuity Insurance Scheme, under which a sum equal to gratuity payable in respect of the entire service (actual and future) is paid in the event of premature/ unfortunate death of employee.

- Group Mediclaim Policy for its permanent employees covering their spouse and dependent children.

- Personal Accident Policy (Group)' for insuring its employees and giving benefits like disability cover, permanent disability cover and death cover due to accident.

CREDIT RATING

During year under review, Indian Ratings & Research Private Limited (A Fitch Group Company) has affirmed and upgraded the Company ratings with a Stable Outlook, as follows:

- National - Long-term issuer rating: IND A; Outlook - Stable

- National-Fund-based working capital facility: INDA/INDA1

- National-Non-fund-based working capital facility: IND A/IND A1

- CommercialPaper:INDA1

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

As stipulated under Clause 49 of the Listing Agreement, a detailed report on 'Management Discussion and Analysis' is annexed herewith as' Annexure C.

CODE OF CONDUCT

All board members and senior management personnel have affirmed compliance with the provisions of Code of Conduct of the Company on annual basis, pursuant to revised Clause 490IXE) of Listing Agreement. The Code of Conduct is also placed on Company's website 'www.genus.in'.

CORPORATE GOVERNANCE

Your Company is fully committed to achieve and maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI or other applicable laws.

The Corporate Governance Report, which forms part of this Report, is set out as 'Annexure D', together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

WHISTLEBLOWER AND VIGILANCE MECHANISM

Your Company has formulated and implemented a 'Whistleblower and Vigilance Policy' with a view to provide a mechanism for directors and employees of the Company to approach the Vigilance Officer / Chairperson of the Audit Committee of the Company. Under this mechanism, Whistleblower can report the concerns of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Any actual or potential fraud or violation of the Company's Codes/Policies, howsoever insignificant or perceived as such, remains a matter of serious concern for the Company. The Company takes appropriate action against any Officer whose actions are found to violate the Code or any other policy of the Company, after giving him a reasonable opportunity of being heard. The Whistleblower and Vigilance Policy can be accessed on the Company's website at the link - "http://genus.in/pdf/Whistle% 20Blower%20Policy%20and%20Vigil%20Mechanism_0.pdf".

PREVENTION OF INSIDERTRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and to prevent Insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information unless required for discharge of duties, the Company has formulated and adopted the code of conduct ("the Code") for regulating, monitoring and reporting of trading by insiders, with effect from May 15,2015. The Company has received an affirmation for compliance with the Code, from all the designated persons as defined in the Code.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return is given in 'Annexure E' in the prescribed Form MGT-9, which forms part of this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ishwar Chand Agarwal and Mr. Kailash Chandra Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and they being eligible, have offered themselves for re-appointment.

During the year under review, Mr. Bhairon Singh Solanki, Mr. Indraj Mai Bhutoria, Mr. Rameshwar Pareek, Mr. Dharam Chand Agarwal, Mr. Udit Agarwal and Mr. Naveen Gupta, were appointed as Independent Directors by the shareholders for a term of five (5) years, pursuant to the provisions of Section 149 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013.

Mr. Satya Narayan Vijayvergiya was appointed as an Additional Director with effect from November 14,2014 to hold the office as such till the date of ensuing Annual General Meeting. The Board has also appointed him as Executive Director of the Company with effect from the same date for a period of one year. He being eligible is seeking appointment as Director and Executive Director of the Company at the ensuing Annual General Meeting.

Smt. Sharmila Agarwal was appointed as an Additional Director of the Company at the Board meeting held on March 30, 2015 to hold the office as such till the date of ensuing Annual General Meeting. She being eligible is seeking appointment as Director of the Company at the ensuing Annual General Meeting. She will be a Non-independent and Non-Executive Director on the Board of the Company.

The Company has received a notice under Section 160 of the Companies Act, 2013 along with the requisite deposit proposing the appointment of Mr. Satya Narayan Vijayvergiya and Smt. Sharmila AgarwaL

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance and that of its Committees and individual Directors.

The Board evaluated the performance of the Board after taking inputs and recommendations from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information, functioning, governance, level of engagement, contribution of time & efforts, independence of judgment etc.

The performance of the Committees was evaluated by the Board after taking inputs and recommendations from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, functioning, governance, level of engagement, contribution of time & efforts, independence of judgment etc.

The Nomination and Remuneration Committee also reviewed the performance of the individual directors on the basis of the criteria such as the performance of specific duties, obligations and governance, Level of engagement, independence of judgment and contribution of the individual director to the Board and committee meetings. The performance of the Independent Directors and Non-independent Directors was evaluated separately.

In a separate meeting of independent Directors, performance of non- independent directors, performance of the board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are uploaded on the website of the Company at the link - "http://genus.in/pdf/Familarisation% 20Programme.pdf".

The following policies of the Company are attached herewith as 'Annexure F1 and 'Annexure G1:

(a) Policy for selection of Directors and determining Directors independence; and

(b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

KEY MANAGERIAL PERSONNEL

Mr. Rajendra Kumar Agarwal, MD & CEO, Mr. Rakesh Kumar Agarwal, CFO and Mr. Ankit Jhanjhari, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

MEETINGS OFTHE BOARD

During the year under review, eight meetings of the Board of Directors were held. For further details, please refer report on Corporate Governance, which forms part of this Report.

COMMITTEES OFTHE BOARD

The Board has constituted various committees to manage the work of the Board in effective manner, especially to deal with urgent or special issues/matters and in compliance with the requirements of the relevant provisions of applicable laws and statutes. At present, the Board has eight committees, as follows:

(a) Audit Committee

(b) Corporate Social Responsibility Committee

(c) Finance Committee

(d) Nomination and Remuneration Committee

(e) Restructuring Committee

(f) Risk Management Committee

(g) Sales Committee

(h) Stakeholders' Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference, etc. of these committees are given in the 'Corporate Governance Report' of the Company, which forms part of this Report

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 (the "Act"), your Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) 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, 2015 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

(a) Statutory Auditors

M/s. S.R.Batliboi & Associates LLP, Chartered Accountants and

M/s. D. Khanna & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on September 29,2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Accordingly the appointment of M/s. S.R.Batliboi & Associates LLP, Chartered Accountants and M/s. D. Khanna & Associates, Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Members of the Company. The Company has received a letter from them to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

(b) Cost Auditors

The Board of Directors had appointed M/s. K. G. Goyal & Associates, Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the financial year 2014-2015.

(c) Secretarial Auditor and Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. C. M. Bindal & Company, Company Secretaries & Corporate Consultant, to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as 'Annexure H'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule (8X3) of the Companies (Accounts) Rules, 2014, disclosures in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are provided in 'Annexure I' to this Report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

The information as required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be furnished upon request. As per the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Annual Report excluding the information on employees' particulars is being sent to the Members and others entitled thereto. The said employees' particulars are available for inspection by the Members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General Meeting.

OTHER DISCLOSURES

(a) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

(b) 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. Genus, through a permanent committee (which includes a woman member also) and its defined policy and guideline, constantly monitors and controls the behavior of all employees to combat against sexual harassment and violence with female employees at work places. Genus is further intended to be proactive by developing a favorable atmosphere on the campus, where female employees get due respect and equality. However, no such complaint was received during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the support and assistance received from the financial institutions, banks, government authorities, customers, vendors, business associates and members during the year under review. Your Directors would also take this opportunity to place on record their deep sense of appreciation for the committed services by the Company's employees.





For and on behalf of the Board of Directors

Ishwar Chand Agarwal

Chairman

Jaipur, August 12, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report of the Company together with Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31, 2014 is as follows:

(Rs in Lacs)

Particulars Year ended Year ended March 31, 2014 March 31,2013

Income from operations (gross) 78,438.54 66,970.30 Total income 77,082.57 66,132.29 Total expenses 70,952.85 61,524.30 Earnings before interest, depreciation and amortization 11,021.03 8,030.73 Less: Interest, depreciation and amortization 4,891.31 3,422.74 Profit before exceptional/extraordinary items 6,129.72 4,607.99 Add/(Less): Extraordinary items - 75.76 Profit after extraordinary items 6,129.72 4,683.75 Less: Tax expenses (including MAT credit) B2.93 226.52 Profit after tax 6,046.79 4,457.23 Earnings per share (Basic) (In Rs.) 3.24 2.80 Earnings per share (Diluted) (In Rs.) 3.24 2.80

REVIEW OF FINANCIAL PERFORMANCE

Genus this year also has stood firm on its promise of continuous growth and creating benchmarks while moving ahead on its growth journey. The highlights of the Company''s performance, during the year under review, are as under:

. Income from operations of the Company increased by 17% to Rs.78,438.54 Lacs from Rs.66,970.30 Lacs in the previous year mainly due to high demand of smart metering solutions in power utilities to cut theirT&D losses.

. Export sales increased by 115% to Rs.3,348.88 Lacs from Rs.1,560.62 Lacs in previous year due to our technological excellence of providing world-class customized solutions coupled with greater focus on untapped overseas markets through precise business plan.

. Operating profit (EBITDA) for the year under review, jumped to Rs.11,021.03 Lacs from Rs.8,030.73 Lacs in previous year, mainly due to increase in sales coupled with successfully execution of orders in time with better planning & internal control for procurement of raw material and its optimum utilisation and effective implementation of on-going cost reduction measures & strategies across all levels & functions in the organization.

. Finance cost increased to Rs.3,834.47 Lacs as compared to Rs.2,536.53 Lacs in the previous year, mainly due to rising dollar impact.

. Net profit jumped by 36% to Rs.6,046.79 Lacs from Rs.4,457.23 Lacs in the previous year.

. Earnings per share (EPS) for the year ended March 31, 2014 increased to Rs.3.24 as against Rs.2.80 in the previous year.

. Net worth of the Company reduced to Rs.43,377.37 Lacs as compared to net worth of Rs.48,792.89 Lacs as at March 31, 2014 chiefly due to demerger of non-power infrastructure business of the Company into Genus Paper & Boards Limited pursuant to scheme of arrangement duly approved by the Hon''ble High Court of Judicature at Allahabad.

. The Company has written off demurrages, deductions and bad debts of Rs.3,000.51 Lacs, which mainly represented various deductions, including liquidated damages, made by indenting agencies, pursuant to the terms of contracts of supplies.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion & Analysis and Corporate Governance, which form part of this Report.

DIVIDEND

Your Directors have recommended a dividend of 10% i.e Rs.0.10 per equity share on equity shares of the face value of Rs.1/- each (tax free in the hands of the shareholders) for the financial year ended March 31, 2014 (Previous Year 10% i.e Rs.0.10 per equity share of face value of Rs.1/- each) The proposed dividend, if approved by the members at the Annual General Meeting, will absorb a sum of Rs.256.66 Lacs (excluding dividend tax) for the year ended March 31, 2014 (Previous Year: Rs.158.91 lacs).

EMPLOYEES'' STOCK OPTION SCHEME

The Nomination and Remuneration Committee (Formerly: Remuneration/Compensation Committee) of the Board of Directors of the Company, inter alia, implements, supervises and administers the employee stock option schemes of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'').

During the year under review, the Nomination and Remuneration Committee, to make a fair and reasonable adjustment to the option terms due to demerger pursuant to Scheme of Arrangement, has modified the exercise price of Stock Options issued under the Employees'' Stock Option Scheme-2012 ("ESOS-2012") of the Company as follows:

No of Stock Options Original Exercise Modified Exercise Price per share Price per share

Grant-1 18,15,600 13.30 7.00 Grant-2 5,82,000 11.80 6.00

During the year under review, no options have been exercised under the Employees'' Stock Option Scheme-2012 ("ESOS-2012") of the Company However, the issuance of equity shares pursuant to exercise of options under ESOS-2012 would not affect the Statement of Profit and Loss of the Company, as the exercise would be made at the market price (adjusted for shares issued pursuant to scheme of arrangement) prevailing as on the date of the grant plus taxes as applicable The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders The certificate would be placed at the Annual General Meeting for inspection by members.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2014 with regard to the Employees'' Stock Option Scheme are provided in Annexure-ll to this Report.

MAJOR EVENTS (i) New Manufacturing Unit at Ramchandrapura

The commercial production at newly constructed manufacturing unit at Ramchandrapura, Jaipur, which was scheduled to begin in March, 2013, has been delayed due to late receipt of subsidy approval from Department of Electronics & Information Technology, Government of India and some other unavoidable external reasons The commercial production at the said unit is now expected to commence in December, 2014 after requisite trials.

(ii) Scheme of Arrangement

During the year under review, the Hon''ble High Court of Judicature at Allahabad vide Its Order dated October 29, 2013 approved the Scheme of Arrangement ("the Scheme") among Genus Paper Products Limited (''GPPL''), Genus Power Infrastructures Limited (''GPIL'') and Genus Paper & Boards Limited (''GPBL'') The said certified Order has been filed with the Registrar of Companies, Uttar Pradesh on November 29, 2013 On this date, the Scheme became effective from the Appointed Date of April 01, 2011 All the relevant Financial Statements have been re-casted/regrouped/rearranged to conform to the said Order of the Hon''ble High Court approving the Scheme Pursuant to the Scheme, GPPL mainly engaged in the business of manufacturing and trading of kraft papers, boards and steel (ms ingots) has been amalgamated with GPIL and the non-power infrastructures business/undertaking of GPIL has been demerged on the same day into GPBL Pursuant to the Scheme;

. 9,77,19,120 equity shares of GPIL representing the face value at Rs.9,77,19,120 were issued to the shareholders of GPPL on amalgamation in the ratio of 24 (twenty four) fully paid-up equity shares of face value of Rs.1 each of the GPIL for every 100 (hundred) fully paid-up equity shares of face value of Rs.1 each of the GPPL, whose names are registered in the register of members on the record/specified date.

. 25,66,25,940 equity shares of GPBL representing the face value at Rs.25,66,25,940 were issued to the shareholders of GPIL on demerger in the ratio of 1 (One) fully paid-up equity share of face value of Rs.1 each of the GPBL for every 1 (One) fully paid-up equity share of face value of Rs.1 each of the GPIL, whose names are registered in the register of members on the record/specified date, In addition to existing shareholding of GPIL.

The new equity shares of the GPBL shall be listed on the BSE and NSE, subject to applicable procedures and approvals This restructuring proposal would result In enhancement of shareholder value leading to operational efficiencies and synergies thereby facilitating the respective management of each company to vigorously pursue growth and expansion opportunities in exclusive areas.

(iii) Hiving-off the ''Home & Industrial Products'' (HIP) business:

With an object to pursue growth and expansion opportunities vigorously in the Company''s core business areas i.e ''Smart Metering'' and ''Engineering, Constructions and Contracts'', the Board of Directors of the Company has decided to sell the Company''s ''Home & Industrial Products'' (HIP) business i.e manufacturing of Inverters/UPS, Solar PCU and Batteries, together with Its respective assets and liabilities as a going concern on a ''slump sale'' basis, subject to the approval of members of the Company and other requisite approvals.

SUBSIDIARY COMPANY

Pursuant to the fresh allotment of equity shares upon demerger under the Scheme of Arrangement duly approved by the Hon''ble High Court of Judicature at Allahabad vide its Order dated October 29, 2013, "Genus Paper & Boards Limited" has ceased to be a subsidiary of the Company As on March 31, 2014, the Company has no subsidiary company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) on May 30, 2014 comprising Mr Ishwar Chand Agarwal as the Chairman and Mr Rajendra Kumar Agarwal, Mr Jitendra Kumar Agarwal and Mr Dharam Chand Agarwal as the other members The CSR Committee has been entrusted, inter alia, with the responsibility of formulating and recommending to the Board, a

Corporate Social Responsibility Policy (CSR Policy) which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, recommending the amount of expenditure to be Incurred on the specified CSR activities and monitoring the CSR Policy of the company from time to time.

FIXED DEPOSITS

During the financial year under review, the Company has not accepted or renewed any fixed deposits within the provisions of the Companies Act, 1956 and rules made thereunder Therefore, no amount of principal or interest was outstanding as on the Balance Sheet date.

INSURANCE

The assets and projects of the Company are adequately insured against various risks The Company also possesses the following insurance policies to safeguard the interest of its employees against unavoidable situations/incidents and to maintain financial stability in the organisation when something unforeseen happens:

. Consequential Loss (Fire) Policy'' to insure the profit affected during the interruption/cessation of the business operations due to exigency.

. Group Gratuity Insurance Scheme, under which a sum equal to gratuity payable in respect of the entire service (actual and future) is paid in the event of premature/unfortunate death of employee.

. Group Mediclaim Policy for Its permanent employees covering their spouse and dependent children.

. Personal Accident Policy (Group)'' for insuring its employees and giving benefits like accidental death cover, disability cover and children''s education grant in the event of death or permanent total disability.

CREDIT RATING

Indian Ratings & Research Private Limited (A Fitch Group Company) has affirmed the Company ratings with a Stable Outlook, as follows:

National-Long-term issuer rating :INDA-; Outlook-Stablfe

National-Fund-based working capital facility : INDA-/INDA2

National - Non-fund-based working capital facility : INDA-/INDA2

Commercial Paper : INDA2

CODE OF CONDUCT

All board members and senior management personnel have affirmed compliance with the provisions of Code of Conduct of the Company on annual basis pursuant to revised Clause 49(I)(D) of Listing Agreement The Code of Conduct is also placed on Company''s website ''www.genus.in''.

CORPORATE GOVERNANCE

The Company always keeps trust and attempts to follow ethical standards and transparency in its operations with a view to enhance the value for Its stakeholders Over the years, Company has strengthened Its policies and practices to achieve much Improved level of Corporate Governance including the best observance in making compliance of the provisions of Clause 49 of the Listing Agreement The Company is committed to demonstrate good Corporate Governance practices by complying with all the statutory requirements and also voluntarily adhering to non-mandatory requirements.

A separate section containing the report on Corporate Governance and a certificate from Statutory Auditor of the Company regarding compliance of the requirements of Corporate Governance are annexed hereto and forms part of the Directors'' Report.

DIRECTORS

In terms of Articles of Association of the Company, Mr Jitendra Kumar Agarwal (DIN: 00011189) retires by rotation at the ensuing Annual General Meeting and, he being eligible, offers himself for re-appointment The board has also approved the appointment of Mr Jitendra Kumar Agarwal (DIN: 00011189), (who is presently working as Executive Director of Company) as Joint Managing Director (JMD) of the Company for a period of 5years with effect from September 20, 2014, subject to consent of members.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation Mr Rameshwar Pareek (DIN: 00014224), Mr Dharam Chand Agarwal (DIN: 00014211), Mr Bhairon Singh Solanki (DIN: 00012141), Mr Indraj Mal Bhutoria (DIN: 00762361), Mr Udit Agarwal (DIN: 02820615) and Mr Naveen Gupta (DIN: 00097128), appointed as non-executive director pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, are liable to retire by rotation under the erstwhile applicable provisions of the Companies Act, 1956 In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors for five consecutive years for a term from April 01, 2014 to March 31, 2019 is now being placed before the Members for their approval A notice has been received from a member proposing them as candidates for the respective offices of Director of the Company The Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges The Nomination & Remuneration Committee has also recommended the appointment of these directors as Independent Directors for five consecutive years for a term up to March 31, 2019 In the opinion of the Board, these Directors fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management.

M/s D Khanna & Associates (Registration No 012917N), Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment The Audit Committee and the Board of Directors of the Company have recommended the re-appointment of M/s D.Khanna & Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office for 5 year tenure from the year 2014-15 upto the year 2018-19, subject to ratification by members at every Annual General Meeting of the Company The Company has received a letter from them to the effect that their reappointment, if made, would be within the limit prescribed under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Your Company has received a Special Notice under Section 140(4) of the Companies Act, 2013 proposing the name of M/s S.R.Batliboi & Associates LLP (Registration No 101049W), Chartered Accountants as the Joint Statutory Auditors of the Company to hold office for 5 year tenure from the year 2014-15 upto the year 2018-19, subject to ratification by members at every Annual General Meeting of the Company M/s. S.R Batliboi & Associates LLP, Chartered Accountants have given their written consent to such appointment and necessary certificate as required under the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments/explanations.

COST AUDITORS

The Company has appointed M/s K.G Goyal & Associates (Registration No 000024), Cost Accountants, as the Cost Auditor for conducting cost audit of cost records of the Company for the financial year 2013-2014.

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

Pursuant to Section 217(1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, disclosures in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given at Annexure-I to this Report.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out In the annexure to the Directors'' Report However as per the provisions of section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto Any member interested in obtaining such particulars may write to the Company Secretary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Clause 49 of the Listing Agreement, a detailed report on Management Discussion and Analysis (MDA) is annexed herewith. TRANSFER OF AMOUNT TO ''INVESTOR EDUCATION AND PROTECTION FUND'' (IEPF)

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the relevant amount of dividends, which remained unpaid or unclaimed for a period of 7 years has been transferred by the Company to the IEPF.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 18, 2013 (date of last Annual General Meeting) on the Company''s website (www.genus.in), and also on the Ministry of Corporate Affairs'' website.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors, on the basis of information made available to them, confirm that:

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for that period;

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

(d) the annual accounts are prepared on a ''going concern'' basis.

ACKNOWLEDGEMENTS

Your Directors would like to convey their deep appreciation for the support and assistance received from the financial institutions, banks, Government authorities, customers, vendors, business associates and members during the year under review Your Directors would also take this opportunity to place on record their deep sense of appreciation for the committed services by the Company''s executives, engineers, staff and workers.

For and on behalf of the Board of Directors Sd/ Ishwar Chand Agarwal

(DIN: 00011152) Chairman Jaipur, August 21, 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 21st Annual Report of the Company together with Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31, 2013 is as follows:

(Rs. in Lacs) Particulars Year ended Year ended March 31, 2013 March 31, 2012

Income from operations (gross) 66970.30 71729.14

Total income 66132.29 70657.92

Total expenses 61524.30 66117.33

Earnings before interest, depreciation and amortization 8030.73 9962.59

Less: Interest, depreciation and amortization 3422.74 5422.00

Profit before exceptional/extraordinary items 4607.99 4540.59

Add/(Less): Extraordinary items 75.76

Profit after extraordinary items 4683.75 4540.59

Less: Tax expenses (including MAT credit) 226.52 (2069.41)

Profit after tax 4457.23 6610.00

Earnings per share (Basic) 2.80 4.21

Earnings per share (Diluted) 2.80 4.16

REVIEW OF FINANCIAL PERFORMANCE

In 2012-13, India witnessed sharp slowdown in GDP growth. Industrial activities across all sectors of economy of the country remained subdued. The power sector also underperformed mainly because of government''s low spending and mounting AT&C losses of power discoms. This has also impacted the industries connected to power transmission and distribution sectors. However, Genus remained capable to deliver sustainable performance on the back of our founding principles of hard work and excellence in everything we act upon.

During the year under review, the income from operations of the Company was Rs.66970.30 lacs against Rs.71729.14 lacs in the previous year, registering a slight decline of 6.63%. The low spending of power discoms on strengthening the existing T&D infrastructure including metering systems due to their poor financial health owing to high AT&C losses, contributed mainly to this slight fall in sales of the Company. However, this situation is likely to improve on account of the government''s initiatives for constant power reforms. Going forward, recently, the government has announced a scheme for Financial Restructuring of State Distribution Companies, to improve the financial health of SEBs so that these companies can spend more and participate aggressively in the ongoing power sector''s reforms.

The Company''s net profit slumped nearly 32 per cent to Rs.4457 lacs from Rs.6610 lacs in the previous year due to recognition of unutilized MAT credit of Rs.2047 lacs in the previous year.

During the year under review, our export sales increased to Rs.1560.62 lacs from Rs.483.19 lacs in previous year due to our increased focus on export through specific business strategy, mainly to focus on untapped overseas markets.

During the year under review, the Company was able to reduce its finance cost to Rs.2536.57 lacs as compared to Rs.4744.73 lacs in the previous year. This reduction in finance cost has positive impact on Company''s bottom line. The Company has reduced leveraging (debts) and reshuffled its high cost bearing borrowings.

The operating profit (EBITDA) for the year under review went down to Rs.8030.73 lacs from Rs.9962.59 lacs in previous year, mainly due to decline in sales and higher employee compensation cost. The higher employee compensation expenses were mainly due to annual salary increases and aggressive recruitments to support the Company''s growing business plans.

The basic earnings per share (EPS) (before extraordinary items) for the year ended March 31, 2013 was Rs.2.77 as against Rs. 4.21 in the previous year. The basic EPS (after extraordinary items) for the year ended March 31, 2012 was Rs.2.80 as against Rs. 4.21 in the previous year.

At the end of financial year 2012-13, the net worth of the Company increased to Rs.48792.89 lacs as compared to net worth of Rs. 44559.69 lacs at the end of FY 2011-12. The book value per share having face value of Re.1/- increased to Rs. 30.71 as at 31.03.2013 from Rs. 28.04 as at 31.03.2012.

During the year under review, the Company has written off demurrages, deductions and bad debts of Rs.1728.30 lacs, which mainly represent various deductions, including liquidated damages, made by indenting agencies, pursuant to the terms of contracts of supplies.

As the Company''s subsidiary has not undertaken any commercial activity since its inception, there was no income or profit/loss during the year under review.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion & Analysis and Corporate Governance, which form part of this Report.

DIVIDEND

Your Directors have recommended a dividend of 10% i.e. Re.0.10 per equity share on equity shares of the face value of Re.1/- each (tax free in the hands of the shareholders) for the financial year ended March 31, 2013 (Previous Year: 10% i.e. Re.0.10 per equity share of face value of Re.1/- each). The proposed dividend, if approved by the members at the Annual General Meeting, will absorb a sum of Rs.158.91 lacs (excluding dividend tax) for the year ended March 31, 2013 (Previous Year: Rs.158.91 lacs).

EMPLOYEE STOCK OPTION SCHEME 2012 (ESOS – 2012)

Pursuant to the approval of the shareholders, your Company had instituted the Employees'' Stock Option Scheme (ESOS-2012) for the permanent employees of the Company working in India or out of India and eligible directors (excluding promoter directors). The Company has reserved issuance of 7945000 Equity Shares of Re.1/- each for offering to eligible employees of the Company under ESOS-2012. The Compensation Committee administers and monitors ESOS-2012 of the Company. The Compensation Committee evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions as prescribed by SEBI.

On January 30, 2013, the Compensation Committee of the Board of Directors of the Company approved the grant of 1815600 Stock Options to the eligible employees of the Company under the said ESOS-2012 at an exercise price of Rs.13.30/- per share. Further, on February 15, 2013, the Compensation Committee of the Board of Directors of the Company approved the grant of 582000 Stock Options to the eligible employees of the Company under ESOS-2012 at an exercise price of Rs.11.80/- per share. The said prices were the latest available closing price, prior to the date of the meeting of the Compensation Committee, in which options were granted, on the stock exchange having higher trading volume. The options would vest over a maximum period of 6 years or such other period as may be decided by the Compensation Committee from the date of grant based on specified criteria. Upon vesting, employees are eligible to apply and secure allotment of Company''s shares at a price determined on the date of grant of options. The Options can be exercised during a period of three years from the date of vesting. No shares have been vested as on March 31, 2013.

The Company has obtained a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed for inspection by members at the Annual General Meeting. The applicable disclosures as required under the SEBI Guidelines on ESOPs are given at Annexure-II to this Report.

BRANDING

To increase brand awareness and strengthen the footholds in the market, the Company has made iconic bollywood actor Shahrukh Khan as its brand ambassador. Genus, as one of the leaders in the power sector and SRK as the leading celebrity, makes the perfect brand connect amongst the target customers.

The Company has also introduced its new corporate identity in the form of brand new logo. The Company''s new logo rejuvenates the visual identity of the Company. It reflects the journey of Genus that has evolved over the years and its capabilities to take on future challenges. The new logo represents the brand''s personality i.e. dynamic, innovative, empowering and reliable.

The introduction of new corporate identity and brand ambassador was part of new marketing strategies of the Company. The Company is using aggressively TV commercials in addition to other conventional means of advertisement to create stronger foothold in the target markets. We believe that these steps will give a competitive advantage to our products and services and plays a crucial role in shaping the journey of future growth by intensifying our presence with pride in the market.

MAJOR EVENTS

(i) New Manufacturing Unit at Ramchandrapura

The commercial production at newly constructed manufacturing unit at Ramchandrapura, Jaipur, which was scheduled to begin in March, 2013, has been delayed due to delay in getting subsidy approval from Department of Electronics & Information Technology, Government of India and some other unavoidable external reasons. The commercial production at the said unit is expected to start in March, 2014.

(ii) Scheme of Arrangement

The Scheme of Arrangement (the "Scheme”), which provides for the amalgamation of ''Genus Paper Products Limited ("GPPL”) into ''Genus Power Infrastructures Limited'' ("GPIL”) and demerger of ''Non Power Infrastructure Undertaking /Business'' of Genus Power Infrastructures Limited into Genus Paper & Boards Limited (the Resulting Company) after getting all clearances from the Board of Directors and all stakeholders/ creditors has been filed with the High Court of Judicature at Allahabad. The matter is now before the Hon''ble High Court of Judicature at Allahabad, for its approval to the Scheme.

As per the aforesaid Scheme of Arrangement, in case of merger, 24 (twenty four) equity shares of Re.1 each of GPIL will be given for every 100 (hundred) equity shares of Re.1 each of GPPL. And in case of demerger, 1 (one) equity share of Re.1 each of the Resulting Company will be given for every 1 (one) equity share of Re.1 each of GPIL in addition to existing shareholding of GPIL. The new equity shares of the Resulting Company will be listed on the concerned stock exchanges, subject to applicable procedures and approvals. This restructuring exercise would help the Company to become a pure power infrastructure company and will result in creation of a simplified and linear entity structure for housing the distinct businesses. This restructuring proposal would result in enhancement of shareholder value leading to operational efficiencies and synergies and facilitate the management of the each company to vigorously pursue growth and expansion opportunities.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary. The Company has only one subsidiary company namely ''Genus Paper & Board Limited'', which has not started any commercial activity as yet. This subsidiary is incorporated exclusively for/under the Scheme of Arrangement as discussed above. The control on subsidiary company is intended to be temporary because as on the date of implementation of the said demerger scheme, the status of subsidiary company will be changed from subsidiary to an independent company.

The Annual Report of the subsidiary company is forming part of this Annual Report along with statement as required under Section 212 of the Companies Act, 1956 (Annexure-III). The minutes of the Board meetings of the said subsidiary for each quarter were considered and taken on record by the Board of Directors of the Company.

FIXED DEPOSITS

During the financial year under review, the Company has not accepted or renewed further, any fixed deposits within the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder. Therefore, no amount of principal or interest was outstanding as on the Balance Sheet date.

INSURANCE

The assets of the Company are adequately insured against various risks. Moreover, the Company has taken up the following insurance policies to mitigate its risk to benefit its employees:

- Consequential Loss (Fire) Policy'' to insure the profit affected during the interruption/cessation of the business operations due to exigency.

- Group Gratuity Insurance Scheme, under which a sum equal to gratuity payable in respect of the entire service (actual and future) is paid in the event of premature/unfortunate death of employee.

- Group Mediclaim Policy for its permanent employees covering their spouse and dependent children.

- Personal Accident Policy (Group)'' for insuring its employees and giving benefits like accidental death cover, disability cover and children''s education grant in the event of death or permanent total disability.

The compensation/adhoc relief from IOCL through RIICO aggregating to Rs.1,417.62 lacs was received in July, 2010 on account of blast/fire incident on October 29, 2009 at IOCL depot adjoining to Jaipur unit of the Company against submission of bank guarantee as per the order/direction of Hon''ble Rajasthan High Court (''RHC''). The RHC has further passed order allowing our writ petition on April 29, 2011. The said order has further been challenged by RIICO Ltd in writ revision petition dated May 20, 2011.This revision petition was rejected by RHC on February 27, 2013, hence now it charged to revenue. However, the RIICO Ltd has further filed D.B. Special Appeal (Writ) on May 14, 2013 against the orders of RHC and decision is yet awaited.

CREDIT RATING

Indian Ratings & Research Private Limited (A Fitch Group Company) has affirmed the Company the National Long-Term rating at ''IND A-'' with a Stable Outlook. The agency has also assigned the National Short-Term rating ''IND A2 '' on the Company''s bank loans.

CODE OF CONDUCT

All board members and senior management personnel have affirmed compliance with the provisions of Code of Conduct of the Company on annual basis pursuant to revised Clause 49(I)(D) of Listing Agreement. The Code of Conduct is also placed on Company''s website ''www.genus.in''.

CORPORATE GOVERNANCE

The Company believes and endeavors to follow highest standards of ethical policies and practices in conducting business to create value for all stakeholders. It has in place a formalized system of Corporate Governance, which ensures compliance of the provisions of the Clause 49 of the Listing Agreement. A separate section containing the report on Corporate Governance and a certificate from Statutory Auditor of the Company regarding compliance of the requirements of Corporate Governance are annexed hereto and forms part of the Directors'' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Clause 49 of the Listing Agreement, a detailed report on Management Discussion and Analysis (MDA) is annexed herewith.

DIRECTORS

(i) Retirement by Rotation:

As per the provisions of the Companies Act, 1956 and Article 89 of Articles of Association of the Company, Mr. Dharam Chand Agarwal and Mr. Udit Agarwal, Directors, retire by rotation at the ensuing Annual General Meeting and, they being eligible, offer themselves for re-appointment.

(ii) Change in designation:

The Board of Directors of the Company (the "Board") at their meeting held on May 29, 2013 and subject to consent of members in general meeting, has re- designated Mr. Kailash Chandra Agarwal as non-executive Vice Chairman on the Board of Directors of the company w.e.f. May 29, 2013. He shall be paid sitting fee and allowed reimbursement of expenses incurred in connection with the work and affairs of the company from the said date. Further the Board approved appointment of Mr. Rajendra Kumar Agarwal, as Managing Director (MD) and Chief Executive Officer (CEO) of the Company for a period of three years with effect from May 29, 2013 on remuneration and such other terms and conditions mentioned in the notice of AGM, subject to consent of members in general meeting.

AUDITORS AND AUDITORS'' REPORT

M/s. D. Khanna & Associates, Chartered Accountants, Jaipur, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting of the Company, pursuant to the provision of Section 224 of the Companies Act, 1956. They being eligible, offer themselves for re-appointment. The Audit Committee and the Board of Directors of the Company have recommended the re-appointment of M/s. D. Khanna & Associates, Chartered Accountants, Jaipur, as the Auditors of the Company. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limit prescribed under section 224 (1-B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. Auditors'' comments on your Company''s accounts for the year ended March 31, 2013 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act, 1956.

COST AUDITOR

Pursuant to Section 233-B and other applicable provisions, if any, of the Companies Act, 1956 and order no. 52/26/CAB/2010 dated January 24, 2012 including any amendments thereto, if any, issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, the Company carries out cost audit of cost records. The Company re-appoints M/s. K.G. Goyal & Associates, Cost Accountants, as the Cost Auditor for conducting cost audit of cost records of the Company for the financial year 2012-2013. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2012 was February 28, 2013 and the Cost Audit Reports was filed by the Cost Auditor on February 27, 2013. The due date for filing the Cost Audit Reports for the financial year ended March 31, 2013 is September 30, 2013.

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

Pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, disclosures in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given at Annexure-I to this Report.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out in the annexure to the Directors'' Report. However as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

TRANSFER OF AMOUNT TO ''INVESTOR EDUCATION AND PROTECTION FUND'' (IEPF)

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the relevant amount of dividends, which remained unpaid or unclaimed for a period of 7 years has been transferred by the Company to the IEPF.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, on the basis of information made available to them, confirm that:

( a ). in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ( b ). they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for that period; ( c ). they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and ( d ). the annual accounts are prepared on a ''going concern'' basis.

ACKNOWLEDGMENTS

The Directors with pride acknowledge the persistent hard work, enthusiasm and commitment of the employees for taking Genus at new escalation. It is because of their efforts that the Company has become a preferred choice of SEBs, power utilities and customers. The Directors place on record their appreciation to all clients, bankers, vendors and other business associates of the Company, for their support and co-operation. The Directors are also gratified for the cooperation and assistance given by Government and Semi Government departments, Stock Exchanges and Depositories and look forward for their continued support in future. The Directors would also take this opportunity to thank the investors for their continued support and trust they have shown in the Company.

For and on behalf of the Board of Directors

Sd/-

Ishwar Chand Agarwal

Chairman

Jaipur, August 12, 2013


Mar 31, 2010

The Directors are pleased to present the 18th Annual Report together with Audited Accounts of your Company for the financial year ended March 31,2010.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Particulars Year ended Year ended March 31, March 31 2010 2009

Turnover (Cross) 66322.97 57077.83

Earning before interest, 9637.15 9356.39

depreciation & amortization

Less: Amortization 264.54 264.54

Less: Interest & Finance Cost 3222.36 2802.55

Less: Depreciation 539.42 530.11

Net Profit before Taxation 5610.83 5759.19

Less: Provision Tax - Current & 606.85 700.00

Previous

Less: Deferred Tax <41.88) 196.10

Net Profit after Tax 5145.86 4863.09

Less: Exceptional/Extraordinary 2507.25 3542.77

Items

Add: Balance brought forward 9666.25 8677.47 from previous year

Amount available for appropri- 12304.86 9997.79 ations

Appropriated as under:

Dividend on Equity Shares 147.91 147.91

Dividend on 10% Redeemable 39.59 50.00

Preference Shares

Dividend Tax 31.87 33.63

Capital Redemption Reserve - 100.00

Debts/Debentures Redemption 1000.00 -

Reserve

Balance retained in Profit & 11085.49 9666.25

Loss Account

REVIEW OF PERFORMANCE

Despite the tough working conditions during the last six months due to fire/blast at lOCLs depot adjoining the Jaipur manufacturing unit, Genus has been able to achieve new milestones in both its top and bottom lines. Income from operations shot up by 16% to Rs.66322.97 lacs during the year 2009-10 from Rs. 57077.83 lacs in preceding year 2008- 09. The profit before interest, tax, depreciation and amortiza- tion (PBITDA) for the year 2009-10 registered a growth at 3% to Rs.9637.15 lacs from Rs.9356.39 lacs in 2008-09. The profit after tax (PAT) for the year 2009-10 surged by around 6% to Rs.5145.86 lacs from Rs.4863.09 lacs in previous year 2008-09. The earning per share (EPS) (before the extraordi- nary items) for the year ended March 31, 2010 amounted to Rs.34.48 against Rs.32.55 in previous year 2008-09.

During the year under review, the Company has written off book debts of about Rs.2947.87 lacs, which represent various deductions made by indenting agencies, pursuant to the terms of supplies.

During the year under review, due to continuous massive fire for two weeks at Indian Oil depot adjoining the Jaipur manufacturing unit, the Company suffered significant damage to its assets and inventories. The total loss of which came to Rs.2507.25 lacs disclosed under extraordinary items. Production at Jaipur unit consequently suffered for almost 6 months. The assets of the Company were insured except Loss of Profit (LOP). The Company has filed a claim of Rs.3636.68 lacs for the said losses with the insurance company and it is expected to be settled very soon. The Company is also going to lodge a claim for its Loss of Profit (LOP) against Indian Oil Corporation Limited under their third party insurance coverage.

DIVIDEND

Having regard to the increased need of liquidity for timely and proper execution of orders in hand, your Directors have recommended a dividend of Re.1.00 per equity share (tax free in the hands of the shareholders) (Previous year Rs.1.00 per equity share) for the year ended March 31, 2010. Total amount of dividend outgo will be Rs.187.50 lacs [Rs. 147.91 lacs on Equity Shares and Rs.39.59 lacs on 10% Redeemable Preference Shares (upto the date of redemption).

REDEMPTION OF PREFERENCE SHARES

Under the provision of section 80(1) of the Companies Act, 1956, and at the option of Preference Shareholder 5,00,000 (Nos.) 10% Redeemable Preference Shares of Rs.100 each for an aggregate face value of Rs. 500 Lacs were redeemed during the year. The said preference shares were redeemed out of the Preference Share Capital Redemption Reserve Account created out of profits of the Company.

CONVERTIBLE WARRANTS

During the year under review, the Company issued & allotted 11,00,000 convertible warrants, each warrant convertible into and/or providing the holder the option to subscribe to one fully paid-up equity share of Rs.10/- each (aggregating to 11,00,000 equity shares) at a price of Rs.190/- per equity share (including a premium of Rs.180/- per share) to one of the promoters of the Company for cash on a preferential basis.

INSURANCE

The Companys properties including buildings, plant & machinery, stocks, etc. are adequately insured against all predictable risks. Further, the Company has also taken Consequential Loss (Fire) Policy to insure the profit affected during the cessation of the business operation.

FIXED DEPOSITS

During the year under review, the Company has not accepted or renewed further, any fixed deposits within the provisions of Section 58A and 58AA of the Companies Act, 1956.

CODE OF CONDUCT

All board members and senior management personnel have affirmed compliance with the provision of Code of Conduct of the Company on annual basis pursuant to revised clause 49 (0(D) of Listing Agreement. The text of the Code of Conduct is displayed at Companys websitewww.genus.in.

GROWTH DRIVERS/EXPANSIONS

In our continuous endeavour to keep up the growth momen- tum, the Company has set up a new manufacturing unit at Haridwar, Uttarakhand (a tax free zone) with state-of-the-art manufacturing facility for manufacturing of Electronic Energy Meters (EEM), Inverters, UPS, Modem, etc. The commercial production commenced from 22.03.2010. This apart, the Company has already increased its Meter and Inverter/UPS manufacturing capacity at its existing manufacturing facilities. This would take its total installed capacity to 65 lakhs meters and 6 lakhs Inverter/UPS units per annum. The expansion would not only increase its market share but would also improve its revenues & profitability in the years ahead.

Recently, Genus has been awarded with STS (Standard Transfer Specification) certification. The Standard Transfer Specification (STS) has become recognized as the only globally accepted open standard for prepayment systems, ensuring inter-operability between system components from different manufacturers of prepayment systems. The STS has found widespread application, initially in South Africa and subsequently in many developed and developing countries. To date, over 10-million STS-compliant meters have been installed at 400 utilities in 30 countries around the world. STS having been published as an International Standard by IEC in 2007 is internationally recognized.

Moreover, your Company during the year under review, continued to widen and also add value to its product portfolio meeting expectations of its Stake-owners. Genus launched a range of new/improved products such as web enabled keypad based STS-20 compliant Poly Phase Prepaid Energy Meter, complete Advanced Metering Infrastructure (AMI) solutions for energy auditing, Group Meter Solution comprising smart meters, 19" Rack Mounted ABT Compliant Class 0.2S Meter for substation and grid metering with AMR and data analysis software for feeder management, DIN mounted meter for energy conservation, BOLT (Build, Operate, Lease and Transfer) solutions for Distribution Transformer Closed Loop Metering, Street Light Management Solution (SLMS), complete range of Solar Hybrid Inverters, Digital Inverters, complete range of Lift Inverters, Special Application Pump Inverter, enhanced High Voltage Distribution System (HVDS) / Low Voltage Distribution System (LVDS), SCADA System, etc.

To drive and uphold industry leadership within a interna- tional framework, Genus is set to launch an array of new/improved products/services such as Poly Phase Meters of all categories to meet the requirements under R-APDRP projects, Data Concentrator Unit for automatic communica- tion that would enable timely and error-free billing and also provide real time profile for energy conservation, Enhanced metering solutions for Substation and Grid Metering, In- Home Display with communication capability to facilitate the consumer to know his/her consumption profile, new & improved Single and Three Phase Meters with several value added features, complete range of Transformers with several value added features, complete range of Solar Inverters with more value added features, Solar Water Heater, Boat Inverters, triple or double conversion online UPS, with several value added features, complete range of Batteries to support its Inverters with best backup power available, value engineering, aesthetic improvement and feature enhance- ment of all existing products.

EXPORTS

During the year under review, export of the Company was at Rs. 605.14 lakhs.

As per worldwide market survey reports, there are around 1.7 Billion electricity meters installed in the world. It is estimated 75% of the installed base still consists of Electromechanical meters, while only 25% of them are static (electronic) type. The growth of the Electricity Metering industry has tradition- ally been driven by new construction and replacement of old meters. More and more countries are planning and enforcing regulations to ensure replacement of all existing Electromechanical meters and new installation meters are Electronic in nature for reasons such as tamper prevention, data reading, inclusion of communication features etc. As a result there lies a huge requirement of Electronic electricity meters worldwide. As per an estimate, the demand of electronic electricity meters will be for 125 Million or more every year. Our company is formulating an Export Strategy to tap this vast opportunity thereby increasing its overseas customer base.

Today, the world is moving towards advanced metering such as AMR (Automated Meter Reading), AMI (Automated Metering Infrastructure), AMM (Automated Meter Management). These require meters based on advanced technology and usage of different types of communication modems that permit utilities to read electronic meters over long distance. You would be happy to know that the company has developed this capability and is geared up to participate in international tenders for such meters.

Our company through its overseas alliance is continuing its focus in Brazil for export of its electronic meters. SAARC and Middle East Countries too are in the process of becoming large consumers of these electronic meters.

Our company has successfully developed STS compliant Keypad based prepaid meters, which are in great demand in African countries. These meters have already been exported to an African country. Majority of African countries are using Prepaid Meters and through this newly developed Keypad Prepaid Meters, the Company is confident of tapping the market in African countries aggressively in near future.

Genus with a vision to truly go global in Power Backup Solutions ventured deeper into developing nations last year by spreading its wings through Africa, Middle East, SAARC countries and even USA. The power back up solutions comprising Inverters, UPS, and Solar Products have been well accepted by most emerging nations as a cost effective solution to their power crisis. With global warming triggering a growing demand for solar products, the company is also tapping US, UK and European markets. At present the majority of International business is to Western, Eastern & Central Africa, SAARC nations and the United States of America. With continuous new developments and additions in its UPS / Inverter product portfolio, the company is expecting a high growth in this division in the coming years.

CORPORATE GOVERNANCE

The Company is fully committed to maintain highest standards of corporate governance and complies with the requirements of corporate governance as stipulated under Clause 49 of the Listing Agreement. A Corporate Governance Report and a certificate from Statutory Auditor of the Company regarding compliance of the requirement of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchanges is annexed herewith.

CREDIT RATING

Fitch Ratings India Pvt. Limited (Fitch) has affirmed the Company a rating of "F1(ind) to its INRIbn commercial paper/short term debts programme. Fitch has also affirmed the Company National Long Term Rating of "A-(ind)/StabIe Outlook.

FT indicates the strongest intrinsic capacity for timely payment of financial commitments.

A National Ratings denote expectations of low default risk relative to other issuers or obligations in the same country. However, changes in circumstances or economic conditions may affect the capacity for timely repayment to a greater degree than is the case for financial commitments denoted by a higher rated category.

DIRECTORS

During the year under review, Shri Udit Agarwal was appointed as additional director on 24.10.2009 and his appointment was approved in the extraordinary general meeting held on 02.01.2010. He is an independent and non- executive director on the Board.

In accordance with the provisions of the Companies Act, 1956 and Article 89 of Articles of Association of the Company, Shri Dharam Chand Agarwal, Shri Rameshwar Pareek and Shri Indraj Mai Bhutoria, Directors, retire by rotation at the ensuing Annual General Meeting and, they being eIigibIe, offer themseIves for re-appointment.

AUDITORS

In terms of provision of Section 224 of the Companies Act, 1956, M/s. D. Khanna & Associates, Chartered Accountants, Jaipur, were appointed as Auditors of the Company to fill the casual vacancy caused by the demise of Mr. M.L. Agrawal, proprietor of M/s. M.L. Agrawal & Co., Chartered Accountants, Auditors of the Company, for auditing the accounts for the year 2009-10 and to hold office until the conclusion of the next Annual General Meeting of the Company. They being eligible, offer themselves for re- appointment. They have furnished us a certificate that their appointment, if made, will be within the limit prescribed under section 224 (1 B) of the Companies Act, 1956. The Audit Committee and the Board of Directors of the Company have recommended the appointment of M/s. D. Khanna & Associates, Chartered Accountants, Jaipur, as the Auditors of the Company.

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

As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, disclosures in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given at Annexure-I to this Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of the employees of the Company are given at Annexure-ll to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors, on the basis of information made available to them, confirm that:

(a) in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the profit of your Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguard- ing the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts are prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the efforts, dedication and hard work shown by the employ- ees and engineers/scientists of the Company and Iook forward the same in future. Your Directors would also like to place on record their sincere appreciation to the large family of Shareholders of the Company. The Directors also acknowl- edge the support and assistance extended to us by the Central and State Governments, Commercial Banks, Financial Institutions, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Depositories, Govt, or Semi Govt. Departments, Customers, Suppliers and Business Associates.

For and on behalf of the Board of Directors

I.C. AGARWAL

Chairman & Managing Director

Jaipur, August 06,2010

 
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