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Directors Report of Genus Power Infrastructures Ltd.

Mar 31, 2023

The Directors present the 31st annual report together with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2023 of Genus Power Infrastructures Limited (hereinafter may be referred to as “Genus" or “the Company").

FINANCIAL RESULTS OF OPERATIONS

The financial results of operations of the Company for the financial year ended March 31,2023 (“FY 2022-23") have been as under:

(Rs. in Lakhs, except per share data)

Standalone

Consolidated

Particulars

Year ended March 31, 2023

Year ended March 31,2022

Year ended March 31, 2023

Year ended March 31, 2022

Income

Revenue from contracts with customers

80,838.55

68,506.74

80,838.55

68,506.74

Other income

1,836.51

2,679.38

1,372.29

5,936.13

Total income

82,675.06

71,186.12

82,210.84

74,442.87

Expenses

Cost of raw material and components consumed

56,059.72

44,222.11

56,059.72

44,222.11

Change in inventory of finished goods and work-in-progress

(4,142.33)

(714.71)

(4,142.33)

(714.71)

Employee benefit expenses

12,364.33

10,660.82

12,365.41

10,660.82

Other expenses

8,674.48

8,375.48

8,690.79

8,375.58

Depreciation and amortization expenses

1,873.03

2,045.31

1,873.03

2,045.31

Finance costs

2,818.46

2,565.01

2,883.30

2,565.02

Total expenses

77,647.69

67,154.02

77,729.92

67,154.13

Profit before tax

5,027.37

4,032.10

4,480.92

7,288.74

Tax expense

1,528.95

1,450.02

1,516.56

1,450.05

Profit after tax before share of net (loss)/profit from associates for the year

3,498.42

2,582.08

2,964.36

5,838.69

Share of net (loss)/profit from associates

-

-

(66.93)

(92.94)

Net profit for the year after share of net (loss)/profit from associate entities

3,498.42

2,582.08

2,897.43

5,745.75

Other comprehensive income (net of tax)

(63.37)

472.68

(63.37)

472.68

Total comprehensive income (net of tax)

3,435.05

3,054.76

2,834.06

6,218.43

Earnings per share (before and after extraordinary item) (of Re.1 each)

- Basic earnings per share (amount in Rs.)

1.36

1.00

1.26

2.50

- Diluted earnings per share (amount in Rs.)

1.35

0.99

1.25

2.48

Nominal value per share (amount in Rs.)

1.00

1.00

1.00

1.00

The above audited financial results of the Company have been reviewed by the Audit Committee and approved by the ‘Board of Directors'' (“the Board") of the Company at their meetings held on May 23, 2023. The joint statutory auditors have issued an unqualified report thereon. The financial statements for FY 2022-23 have been prepared in accordance with Indian accounting standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements read with Section 133 of “the Companies Act, 2013" (“the Act") and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

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

The revenue for FY 2022-23 was Rs. 80,838.55 lakhs, higher by 18% over the previous financial year''s revenue of Rs. 68,506.74 lakhs. The revenue was mainly from sales of metering solutions to the power utilities. However the persistent shortage of semiconductors and other electronic components has hindered revenue growth and reduced capacity utilization in FY 2022-23.

The other income reduced to Rs. 1,836.51 lakhs from Rs. 2,679.38 lakhs in the previous year because of MTM (Mark-to-Market) losses due to fair valuation of investments.

The earnings before interest, tax, depreciation and amortization (EBITDA) (excluding other income) was Rs. 7,882.35 lakhs as compared to Rs. 5,963.04 lakhs in the previous year. The EBITDA margin increased to 9.75% from 8.70% in the previous year due to improved product-mix. However, it was still below the target level owing to increased costs for raw materials and lower capacity utilisation.

The finance cost was increased to Rs. 2,818.46 lakhs from Rs. 2,565.01 lakhs in the previous year. The borrowings increased to Rs. 34,691.53 lakhs from Rs. 26,994.56 lakhs in the previous year. The main cause of the increased borrowings was the booking of more orders, which had caused the providing of more margins money for bank guarantees. In FY 2022-23, Rs. 2,455.40 lakhs was incurred towards capital expenditure primarily on account of modernization, re-planting and other programs undertaken in various units of the Company.

The profit before tax (PBT) was Rs. 5,027.37 lakhs, as against Rs. 4,032.10 lakhs in the previous year. The profit after tax (PAT) was Rs. 3,498.42 lakhs, as against Rs. 2,582.08 lakhs in the previous year. The cash PAT (which comprises PAT, depreciation and deferred tax) was Rs. 5,223.93 lakhs, as against Rs. 4,692.71 lakhs in the previous year.

The earning per share (EPS) was Re. 1.36 as against Re. 1.00 in the previous year.

The net worth increased to Rs. 96,931.02 lakhs from Rs. 93,918.25 lakhs in the previous year mainly on account of the retained earnings. Return on net worth increased to 3.61% as against 2.75% in the previous year due to higher earnings, as explained above.

The liquidity of the Company is supported by 275.44 lakhs equity shares of the Company (treasury shares) and 475.44 lakhs equity shares of Genus Paper & Boards Limited, arisen as a result of the scheme of arrangement between the Company and Genus Paper Products Limited as approved by the Hon''ble Allahabad High Court in the FY 2013-14. As on March 31, 2023, the market value of these shares was Rs. 29,534.11 lakhs and the book value was Rs. 5,995.08 lakhs.

KEY FINANCIAL RATIOS

The details of the key sector-specific financial ratios are given in the respective notes to the standalone financial statements of the Company. OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE

The Company is involved in the business of manufacturing and providing metering solutions, and also undertaking ‘engineering construction and contracts'' on turnkey basis for the power sector (core business division). The Company has also been involved in making strategic investment activity, wherein investments are made in shares and securities, on the basis of a thorough and systematic evaluation by the Company, professional experts and the management on an on-going concern basis with dedicated personnel and technical staff.

The operational and business overviews including performances of the Company have been appropriately described in the report on management discussion and analysis, which forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company in FY 2022-23.

ORDER BOOK POSITION

As on March 31, 2023, the order book of the Company stood at Rs. 1,696 crore (net of taxes) and including orders received by wholly owned subsidiaries, the total order-book stood at Rs. 4,11 5 crore (net of taxes). In the light of demonstrable impact of the ‘Reforms-Based, Result-Linked Power Distribution Sector Scheme'', many State Electricity Boards (SEBs) have requested and invited bids for installation of the smart meters. We anticipate a large rise in order-book in the upcoming years.

DIVIDEND

The Board has recommended a dividend of Re. 0.75 (Seventy Five paisa) per equity share on equity shares of the face value of Re.1 each (i.e. 75%) for FY 2022-23. The dividend is subject to approval of the members at the ensuing annual general meeting (AGM) and shall be subject to deduction of income tax at source, as applicable. The dividend, if approved by the members at the ensuing AGM, will result in cash outflow of approx. Rs. 1,726 lakhs.

Considering a lower dividend announced for FY 2019-20 due to the Covid-19 pandemic and the sense of shareholders'' expectations looking at future perspective of the Company, the Board recommended the said dividend based on the parameters and criteria as set out in the dividend distribution policy. The dividend distribution policy of the Company as approved by the Board is placed on the website of the Company at “https://genuspower.com/wp-content/uploads/2021/07/ Policy_Dividend-Distribution.pdf", in terms of Regulation 43A of the “SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015" (the “SEBI Listing Regulations'').

SHARE CAPITAL

There was no change in the authorised share capital of the Company during FY 2022-23. It stood at Rs. 83,20,00,000/- (Rupees Eighty Three Crore and Twenty Lakhs only) as on March 31 2023.

The paid up equity share capital of the Company has increased to Rs. 25,75,95,460/- consisting of 25,75,95,460 equity shares of Re.1/- (Rupee One) during FY 2022-23, on account of issuance and allotment of 82,698 equity shares of face value of Re.1/- each on exercise of employee stock options/employee stock appreciation rights.

The Company has neither issued shares with differential voting rights nor issued sweat equity shares.

SHARE WARRANTS

The Board at its meeting held on July 04, 2023 and the Members of the Company at their extraordinary general meeting held on July 31, 2023 have approved raising funds through issue of 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) share warrants for an aggregate consideration of up to Rs. 5,19,01,05,569.20 (Rupees Five Hundred and Nineteen Crores, One Lakhs, Five Thousand, Five Hundred and Sixty Nine and paise twenty only), in accordance with Chapter V of “the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018" (“SEBI ICDR Regulations") by way of a preferential issue on a private placement basis. Accordingly, the Share Allotment Committee of the Board in its meeting held on August 11, 2023 has approved the allotment of 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) share warrants convertible into equal number of equity shares to ‘Chiswick Investment Pte. Ltd.'' (“Allottee") at an issue price of Rs. 112.88/- per warrant on preferential basis in accordance with the SEBI ICDR Regulations. The Company has received from the Allottee 25% of the consideration amount aggregating to Rs. 129,75,26,392.30 (Rupees One Hundred and Twenty Nine Crores, Seventy Five Lakhs, Twenty Six Thousand, Three Hundred and Ninety Two and paise thirty) as required under the SEBI ICDR Regulations. Since, the Company has allotted the share warrants, presently there is no change in the paid-up share capital of the Company. Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of Re. 1/- (Rupee One only) each in accordance with the provisions of SEBI ICDR Regulations, on payment of the balance consideration of Rs. 3,89,25,79,176.90 (Rupees Three Hundred and Eighty Nine Crores, Twenty Five Lakhs, Seventy Nine Thousand, One Hundred and Seventy Six and paise ninety) being 75% of the aggregate consideration from the Allottee pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of share warrants.

TRANSFER TO RESERVES

The Board has not proposed to transfer any amount to reserve during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loan, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient are given in the respective notes to the standalone financial statements of the Company forming part of the annual report. The Company is holding certain strategic investments generally long-term in nature and the Board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the Company.

DEPOSITS

During FY 2022-23, the Company has not accepted deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014. As such no amount of deposit or interest thereon is outstanding as on March 31,2023.

SCHEME OF ARRANGEMENT

The Board had approved a ‘scheme of arrangement'' (the “scheme"), subject to approvals of the applicable/relevant authorities including approval of the members, creditors, stock exchanges, SEBI, and National Company Law Tribunal. The scheme has already been approved by the members and creditors of the Company in the duly court-convened meetings. Currently, it is pursuing other regulatory approvals.

The scheme inter-alia provides for demerger of the investment business division of the Company into Genus Prime Infra Limited. Post demerger, the members of the Company will get 1 (One) equity share of face value Rs. 2 (Two) each of Genus Prime Infra Limited as fully paid up for every 6 (Six) equity share of face value of Re. 1 (One) each of the Company. The above restructuring/arrangement once achieved will enable the Company to participate in its core activities and provide focused areas for growth. A copy of the scheme has also been made available on the Company''s website at www.genuspower.com.

JOINT VENTURE / INVESTMENT AGREEMENTS / WARRANTS SUBSCRIPTION / EPC AGREEMENT

Pursuant to approval of the Board at its meeting held on July 04, 2023, the Company has executed (i) a joint venture agreement, by and between Gem View Investment Pte Ltd, a company incorporated under the laws of Singapore, with registration number 202315328R, having its principal place of business at 168 Robinson Road #37-01 Capital Tower, Singapore 068912 (“Gem View”), Gemstar Infra Pte Ltd, Genus Power Infrastructures Limited (the “Company”), ''Ishwar Chand Agarwal'', ‘Kailash Chandra Agarwal'', ‘Rajendra Kumar Agarwal'' and ‘Jitendra Kumar Agarwal'', for setting up a platform to bid for various AMISP concessions; (ii) an investment agreement by and between the Company, Gem View and Gemstar Infra Pte Ltd; and (iii) a warrants subscription agreement by and between the Company and Chiswick Investment Pte Ltd, a company incorporated under the laws of Singapore, with registration number 201917156M, having its principal place of business at 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 (“Chiswick”), to issue and allot, subject to approval of the shareholders of the Company and in compliance with applicable laws, 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) share warrants for an aggregate consideration of up to Rs. 5,19,01,05,569.20 (Rupees Five Hundred and Nineteen Crores, One Lakhs, Five Thousand, Five Hundred and Sixty Nine and paise twenty only) (“Share Warrants”), in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 by way of a preferential issue on a private placement basis (“Preferential Issue”). Gem View and Chiswick are affiliates of GIC, Singapore (“GIC Entities”).

The Company has also executed on August 01,2023 a master engineering and procurement contract by and between Hi-Print Infra Private Limited, Gemstar Infra Pte Ltd and Genus Power Infrastructures Limited, for recording the terms and conditions in relation to the AMISP (Advanced Metering Infrastructure Solutions Provider) Solutions services to be procured by Gemstar Infra Pte Ltd and Hi-Print Infra Private Limited from the Company.

Pursuant to Clause 5A to para A of part A of schedule III of the SEBI Listing Regulations, the disclosure with regard to agreements is available on the Company''s website and can be accessed at “https://genuspower.com/ investor/agreements/.


EMPLOYEES'' STOCK OPTION SCHEME

The employees'' stock option scheme 2012 (“ESOS-2012” or “ESOP scheme”) of the Company are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations”). Further, there has been no material variation in the terms of the options granted under ESOP schemes of the Company. The ESOP scheme is administered by the Nomination and Remuneration Committee (“NRC”) and it is implemented in accordance with the applicable SEBI''s rules and regulations.

The Company has received a certificate from the secretarial auditors of the Company that the ESOP scheme has been implemented in accordance with the SEBI ESOP Regulations and the resolution passed by the members. The certificate would be available at the annual general meeting for inspection by members.

In FY 2022-23, the Company has not granted any stock options. Disclosures as required under Regulation 14 of the SEBI ESOP Regulations have been placed on the website of the Company at www.genuspower.com.

EMPLOYEES STOCK APPRECIATION RIGHTS PLAN

The ‘Employees Stock Appreciation Rights Plan 2019'' (the “ESARP-2019” or “ESAR plan”) of the Company are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations”). Further, there has been no material variation in the terms of the ESAR granted under ESAR plans of the Company. The ESAR plan is administered by the NRC and it is implemented in accordance with the applicable SEBI''s rules and regulations.

The Company has received a certificate from the secretarial auditors of the Company that the ESAR plan has been implemented in accordance with the SEBI ESOP Regulations and the resolution passed by the members. The certificate would be available at the annual general meeting for inspection by members.

In FY 2022-23, the NRC in its meeting held on January 30, 2023 has approved the grant of 6,50,000 stock appreciation rights (SARs) at the base price of Rs. 85.80 per SAR to the eligible employees of the Company, in terms of the ESARP-2019. The aforesaid SARs will vest over a period of (six) 6 years from the date of grant. The vested SARs shall be exercisable within a period of (three) 3 years from the date of vesting of such SARs. Disclosures as required under Regulation 14 of the SEBI ESOP Regulations with regard to the ESAR Plan of the Company have been placed on the website of the Company at www.genuspower.com.

However, the NRC in its meeting held on June 30, 2023 has approved the cancellation of 6,50,000 surrendered SAR, which were granted on January 30, 2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this report/annual report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During FY 2022-23, the following companies have been incorporated as subsidiary or associate company:

• Hi-Print Metering Solutions Private Limited (incorporated on August 22, 2022, as wholly owned subsidiary Company)

• Hi-Print Energy Solutions Private Limited (incorporated on August 31, 2022, as wholly owned subsidiary Company)

• Hi-Print Infra Private Limited (incorporated on September 02, 2022, as wholly owned subsidiary Company)

• Hi-Print Technologies Private Limited (incorporated on October 12,

2022, as wholly owned subsidiary Company)

• Genus Assam Package-3 SPV Limited (incorporated on February 19,

2023, as Step-down subsidiary Company)

• Genus Assam Package-5 SPV Limited (incorporated on February 24, 2023, as Step-down subsidiary Company)

• Genus Assam Package-4 SPV Limited (incorporated on February 28, 2023, as wholly owned subsidiary Company)

• Genus Assam Package-2 SPV Limited (incorporated on March 09, 2023, as wholly owned subsidiary Company)

• Genus Tripura SPV Private Limited (incorporated on March 12, 2023, as wholly owned subsidiary Company)

• Hi-Print Assam Package-3 SPV Limited (incorporated on March 12, 2023, as Step-down subsidiary Company)

• Hi-Print Investments Private Limited (become Step-down subsidiary with effect from January 30, 2023)

In FY 2022-23, no company ceased to be a subsidiary, joint venture or associate company.

As on March 31 2023, the Company had the following subsidiaries and associate companies:

• Genus Power Solutions Private Limited (Wholly-Owned Subsidiary)

• Hi-Print Metering Solutions Private Limited (Wholly-Owned Subsidiary)

• Hi-Print Energy Solutions Private Limited (Wholly-Owned Subsidiary)

• Hi-Print Infra Private Limited (Wholly-Owned Subsidiary)

• Hi-Print Technologies Private Limited (Wholly-Owned Subsidiary)

• Genus Assam Package-3 SPV Limited (Step-down Subsidiary)

• Genus Assam Package-5 SPV Limited (Step-down Subsidiary)

• Genus Assam Package-4 SPV Limited (Wholly-Owned Subsidiary)

• Genus Assam Package-2 SPV Limited (Wholly-Owned Subsidiary)

• Genus Tripura SPV Private Limited (Wholly-Owned Subsidiary)

• Hi-Print Assam Package-3 SPV Limited (Step-down Subsidiary)

• Hi-Print Investments Private Limited (Step-down Subsidiary)

• M.K.J. Manufacturing Pvt. Ltd. (Associate)

• Greentech Mega Food Park Limited (Associate)

• Hop Electric Manufacturing Private Limited (Associate)

The Company has also incorporated the following subsidiary/ as step-down subsidiary/associate (after FY 2022-23):

• Gemstar Infra Pte. Ltd.

• Genus Chhattisgarh PKG-1 SPV Private Limited

• Genus Mizoram SPV Private Limited

In terms of the provisions of Section 129(3) of the Act, a statement containing performance and salient features of the financial statements of the subsidiaries/associates/joint ventures of the Company in the prescribed form AOC-1 is attached as ‘Annexure-A'' to this report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be

attached thereto are available on the website of the Company at “https:// genuspower.com/investor/events/". The financial statements of the associate and subsidiaries are available on the website of the Company at “https://genuspower.com/investor/events/".

The policy for determining material subsidiaries as approved by the Board may be accessed on the website of the Company at “https://genuspower. com/wp-content/uploads/2021/06/Policy_Material-Subsidiaries.pdf".

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provisions of the Act, the accounting standard on consolidated financial statements and the SEBI Listing Regulations, the audited consolidated financial statement is provided in the annual report. The consolidated revenue stood at Rs. 80,838.55 lakhs and the consolidated net profit stood at Rs. 2,897.43 lakhs in FY 2022-23.

A statement containing the salient feature of the financial statements of each of the subsidiaries/associates/joint ventures of the Company in the prescribed form AOC-1 is annexed as ‘Annexure-A'' to this report.

In compliance with the provisions of Section 136 of the Act, the financial statements of the subsidiaries/associates/joint ventures of the Company are kept for inspection by the members at the registered office of the Company. The Company shall provide free of cost the copy of the financial statements of its subsidiaries/associates/joint ventures to the members upon their request. The statements are also available on the website of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions in FY 2022-23 were in the ordinary course of business and at arm''s length basis. All these transactions were approved by the audit committee. There were no materially significant related party transactions that may have potential conflict with the interests of the Company at large. There are no transactions that are required to be reported in Form AOC-2. The details of the related party transactions are given in the respective notes to the standalone financial statements of the Company, which sets out related party disclosures.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the website of the Company at “https://genuspower.com/wp-content/ uploads/2021/06/Policy_Related-Party-Transaction.pdf".

CORPORATE SOCIAL RESPONSIBILITY

The Company has a policy on ‘corporate social responsibility'' (“CSR"), in line with Schedule VII of the Act and the same has been posted on the website of the Company at “https://genuspower.com/wp-content/ uploads/2023/05/Policy_CSR.pdf".

In FY 2022-23, the Company has undertaken a number of projects and programs as part of its CSR initiatives in line with its CSR policy. The focus areas of the Company''s CSR programs/initiatives were (1) promotion of health care including preventive health care, (2) promotion of education including special education and employment enhancing vocational skills, (3) set up old age homes, day care centres and such other facilities for senior citizens, and (4) animal welfare promotion. The Company''s dedicated staff members monitor the implementation of projects and programs regularly by site visits, meeting beneficiaries and checking records.

In FY 2022-23, the Company spent Rs. 177.79 lakhs (inclusive of administrative overheads) (around 2.08% of the average net profits of the last three financial years) on CSR activities. The statutory disclosures with respect to the CSR committee and an annual report on CSR activities are annexed as ‘Annexure-B'', which forms part of this report.

Pursuant to the Companies (Corporate Social Responsibility Policy)

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have affirmed compliance with the Company''s code of conduct for directors and senior management on an annual basis. The code of conduct is also placed on the website of the Company at https://genuspower. com/wp-content/uploads/2021/06/Policy_Code-of-Conduct-for-Directors-SMP.pdf.

CREDIT RATING

In FY 2022-23, India Ratings and Research (Ind-Ra) has affirmed to the Company ‘Long-Term Issuer Rating'' at ‘IND A '', vide its letter dated December 07, 2022. The outlook is stable. The instrument-wise rating actions are as follows: -

Instrument Maturity Size of Issue Rating/ Rating Type Date (billion) Outlook Action

Long-term March 2023 INR 0.01 IND A / Affirmed

loan (reduced from Stable

INR 0.17)

Fund-based - INR 2.91 IND A / Affirmed

limits (increased from Stable/IND

INR 2.51) A1

Non-fund- - INR 11.0 IND A / Affirmed

based limits (increased from Stable/IND

INR 7.85) A1

Term Loan March 2030 INR 0.2 IND A / Assigned

Stable

Commercial Up to 365 INR 1.0 IND A1 Affirmed

paper (CP)* days

Amendment Rules, 2021, the Company has also adopted an annual action plan on CSR for FY 2023-24, which is in line with its CSR policy.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS

The Risk Management Committee (RMC), duly constituted by the Board, has framed a risk management policy, which is in accordance with the provisions of the Act and Regulation 21 of the SEBI Listing Regulations. It has identified major risks and classified these in six broad categories of strategic, financial, operational, ESG, compliance and other risks. For this risk spectrum, a risk management strategy has also been developed. The Company employs a proactive risk management method that strives to foresee potential hazards, promptly disclose them, and hasten the adoption of controls to lessen their potential negative effects.

The Company''s risk management and control mechanism mandates the participation of every department/division in formulation & execution of appropriate control measures/techniques. It also mandates the sharing of relevant information across the divisions of the Company. The Company has also integrated its risk management and control mechanism with internal controls and audit supported by SAP ERP, which ensures smooth running of day-to-day operations, regulatory standards and mitigates risk. The internal audit department continuously examines all the major operational areas so that any weak areas may be found and remedial action can be performed quickly to increase overall efficiency through informed decision-making. The management also evaluates the effectiveness of all current company''s policies and strategies on a regular basis. To record, monitor, regulate, and mitigate internal risks using knowledgeable and unbiased techniques and plans, regular training sessions and workshops are held.

The details of the risk management committee, risk management policy and internal financial control systems are also provided in the report on ‘management discussion and analysis'' and the ‘corporate governance report'', forming part of this report.

INSURANCE

The Company has continued to insure its assets and projects adequately to cover most risks. Major insurance policies taken by the Company in FY 2022-23 are as follows:

• Consequential Loss (Fire) Policy to insure the profit affected during the interruption/cessation of the business operations due to fire and allied perils.

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

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

• Director and Officer Liability Insurance Policy to provide protection to its directors, and key officers who are in a decision making position against their personal liability for financial losses arising out of wrongful acts or omissions in their capacity as directors or officers. It provides insurance cover to directors or officers to indemnify them for legal & defense costs, damages and expenses incurred arising from claims brought against them personally, due to wrongful acts in their capacity as Director or Officer of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the management discussion and analysis report for the year under review is annexed as ‘Annexure-C'' to this report.

*carved out of fund-based limits

CORPORATE GOVERNANCE

The Company has complied with all the applicable provisions of corporate governance as stipulated under Chapter IV of the SEBI Listing Regulations. A detailed corporate governance report along with a certificate from the practicing Company Secretary confirming compliance of the conditions of corporate governance as stipulated under the SEBI Listing Regulations is attached as ‘Annexure-D'' to this report.

WHISTLE BLOWER POLICY AND VIGILANCE MECHANISM

As required by Section 177(9) of the Act, the Company''s whistleblower policy and vigil mechanism set up a formal vigil procedure for directors and employees to report genuine concern of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct. The audit committee periodically evaluates the vigil mechanism''s existence and performance. The aforementioned policy and mechanism have been effectively communicated across all sections within the Company. The whistleblower policy and vigil mechanism have also been posted on the Company''s internal HR management system as well as on the website of the Company at “https://genuspower.com/wp-content/uploads/2023/05/Policy_ Whistle-Blower-Policy-and-Vigil-Mechanism.pdf".

The audit committee affirmed that no personnel have been denied access to the audit committee in FY 2022-23.

PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended (“SEBI PIT Regulations"), the Company has adopted ‘code of conduct for regulating monitoring and reporting of trading by designated persons and their immediate relatives'', ‘code of practices and procedures for fair disclosure of unpublished price sensitive information'' and ‘policy for procedure of inquiry in case of leak of unpublished price sensitive information''. The aforementioned codes prohibit procuring, communicating, providing or allowing access to unpublished price sensitive information except where such communication is in furtherance of legitimate purposes performance of duties or discharge of legal obligations. The aforementioned codes/guidelines also forbid insiders from trading in securities when they have access to sensitive price information that has not yet been published and when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the Company and submit the same to the compliance officer for approval and public disclosure. In light of the aforementioned, the Company has established an adequate and effective system of internal controls to ensure compliance with the requirements of SEBI PIT Regulations.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the annual return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at “https://genuspower.com/ investor-category/corporate-governance/".

DIRECTORS

During FY 2022-23, Ms. Mansi Kothari (DIN: 08450396) ceased to be a director of the Company on account of resignation from close of business hours on February 03, 2023. As per the resignation letter, she is occupied in other areas and would not be able to devote her time to perform the duties in the capacity of Independent Director of the Company. She also confirmed that there is no other material reason other than those provided.

Ms. Sharmila Chavaly (DIN: 06411077), who was appointed by the Board as an additional director and independent director of the Company with effect from May 01, 2023 considering her integrity, expertise and experience, has been appointed as an independent director and nonexecutive director of the Company by the Members of the Company through the postal ballot (by way of e-voting process only) on July 31, 2023 to hold office up to a period of two (2) years with effect from May 01,2023 to April 30, 2025. Pursuant to the circular dated June 20, 2018, issued by the stock exchanges and the declaration received from the independent director, she being appointed as independent director are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and therefore, she is not disqualified to be appointed/reappointed as an independent director. Further, she is not related to any director of the Company.

In accordance with the provisions of Section 1 52 of the Act and the articles of association of the Company, Mr. Rajendra Kumar Agarwal and Dr. Keith Mario Torpy, Directors of the Company retire by rotation at the ensuing annual general meeting and they being eligible have offered themselves for re-appointment. The Board recommends their re-appointment. A resolution seeking members'' approval for their re-appointment along with other required details forms part of the notice of the ensuing annual general meeting.

Pursuant to the provisions of Section 134(3)(d) of the Act with respect to

statement on declaration given by independent directors under Section 149(6) of the Act, the Board hereby confirms that all the independent directors of the Company have given declaration that -

• they meet the criteria of independence as provided in Section 149(6) of the Act and in the SEBI Listing Regulations;

• they have registered their names in the independent directors'' data bank as prescribed under the Act in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014; and

• they have complied with the code for independent directors prescribed in Schedule IV to the Act.

All the Directors have confirmed that they are not disqualified for being appointed as Directors pursuant to Section 164 of the Act and other applicable laws. Based on the confirmation/affirmation received from an independent director that he/she was not aware of any circumstances that are contrary to the declarations submitted by him/her, the Board acknowledged the veracity of such confirmation and recorded the same.

Familiarization programs

The independent directors are given a formal letter of appointment from the Company stating their position, function, responsibilities, and obligations, and the format of which is available on the Company''s website. The Company organizes familiarization programs for independent directors in accordance with Regulation 25(7) of the SEBI Listing Regulations to give them the chance to have a comprehensive grasp of their roles, rights, and obligations. Additionally, it enables independent directors to fully comprehend the business model of the company, operational processes, the nature of the sector, and other pertinent facts. The details of familiarization programs have been disclosed on the website of the Company and the web link thereto is “https://genuspower.com/wp-content/uploads/2023/05/Details-of-Familiarisation-Programmes-24. pdf".

Policy on directors'' appointment and remuneration and other details

The Company has a ‘Policy on Selection of Directors and Determining Directors'' independence (Criteria for Board Membership)'' and a ‘Policy on Remuneration of Director, Key Managerial Personnel and Senior Management Personnel'', as recommended by the NRC and approved by the Board.

The aforesaid remuneration policy is in compliance with the provisions of Section 178 the Act and regulations of the SEBI Listing Regulations. The policy ensures that -

• the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

• remuneration to Directors and SMP involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals; and

• remuneration matches the level in comparable companies, whilst also taking into consideration the required competencies, effort and scope of the Directors and SMP''s work.

The policy on selection of directors sets out the guiding principles for the NRC for identifying persons, who are qualified to become directors

and also to determine the independence of directors, in case of their appointment as independent directors of the Company. This policy is in line with the provisions of the Act and the SEBI Listing Regulations. Pursuant to the provisions of Section 134(3) of the Act, the aforesaid policies are available on the website of the Company at “https:// genuspower.com/investor-category/corporate-governance/". For further details relating to directors and their remuneration, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

The Board has conducted an annual evaluation of its own performance, performance of directors including chairperson, managing directors and its committees in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board''s performance was assessed after receiving feedback from all the directors on the basis of criteria such as composition, structure, effectiveness of processes information, functioning, etc. The committees'' performance was assessed after receiving feedback from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of committee meetings, etc. The performance evaluation of non-independent directors, board as a whole and the chairperson were evaluated at a separate meeting of the independent directors. The same was also discussed in the meeting of NRC and the Board. The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The evaluation was conducted through a structured questionnaire prepared by the NRC separately for the board, board committees and directors including chairperson and managing directors. The aforesaid questionnaire is broadly based on the guidance note on board evaluation issued by the SEBI on January 5 2017. The questionnaire and evaluation process were also reviewed in the light of applicable provisions of the SEBI Listing Regulations and the Act.

The independent directors at their separate meeting (without the presence of non-independent directors and the members of management) reviewed & assessed inter-alia the performance of non-independent directors and board as a whole and the performance of the chairperson of the Company after taking into consideration the views of executive and non-executive board members. The independent directors at their separate meeting also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the board that was necessary for the board to effectively and reasonably perform their duties.

The NRC has also carried out evaluation of performance of every director. The Board was satisfied with the evaluation process carried out.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the key managerial personnel (KMP) of the Company:

• Mr. Rajendra Kumar Agarwal, Managing Director & Chief Executive Officer

• Mr. Jitendra Kumar Agarwal, Joint Managing Director

• Mr. Nathulal Nama, Chief Financial Officer

• Mr. Ankit Jhanjhari, Company Secretary NUMBER OF MEETINGS OF THE BOARD

During FY 2022-23, four meetings of the Board were convened and held in accordance with the provisions of the Act and the details of which are given in the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

COMMITTEES OF THE BOARD

During the year under review, the Board had the following eight committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders'' Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Finance Committee

(g) Sales Committee

(h) Committee of Independent Directors

The Board in its meeting held on July 04, 2023 has also formed a Board-level Committee namely ‘Share Allotment Committee'', inter alia to deal with the matters related to issuance and allotment securities including share warrants of the Company.

The details of the compositions, powers, roles, terms of reference, etc. of the said committees are given in the corporate governance report, which forms part of this report. During the year, all recommendations made by the committees were approved and adopted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the directors confirm that -

(a) in the preparation of the annual accounts for the financial year ended March 31 2023, 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) 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 at the end of the financial year 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) they 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) they 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 Statutory Auditors and Auditors'' Report

M/s. S.R. Batliboi & Associates LLP chartered accountants (firm registration no. 101049W/E300004) were appointed as joint statutory auditors of the Company at the annual general meeting held on September 06 2019 for the second term of five consecutive years i.e. to hold office till the conclusion of the 32nd AGM of the Company to be held in 2024. M/s. Kapoor Patni & Associates, chartered accountants (firm registration no. 019927C) were appointed as joint statutory auditors of the Company at the annual general meeting held on September 06 2019 for the first term of five consecutive years i.e. to hold office till the conclusion of the 32nd AGM of the Company to be held in 2024. The auditors have confirmed that

they are not disqualified for continuing as auditors of the Company The notes on financial statements referred to in the auditors'' report are self-explanatory and do not call for any further comments. The auditors'' report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148(1) of the Act read with rules framed thereunder, the Company is required to maintain the cost records as specified and accordingly such accounts and records are made and maintained by the Company.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Board based on the recommendation of the audit committee has appointed M/s. K. G. Goyal & Associates, cost accountants as cost auditor of the Company for conducting the cost audit for the financial year ended on March 31 2024 on a remuneration as mentioned in the notice of 31th annual general meeting. A certificate from M/s. K. G. Goyal & Associates, cost accountants has been received to the effect that their appointment as cost auditor of the Company, if made would be in accordance with the limits specified under Section 141 of the Act and rules framed thereunder. A resolution seeking member''s ratification for the remuneration payable to the cost auditor forms part of the notice of 31 th annual general meeting and the same is recommended for your consideration and ratification.

The cost audit report for FY 2021-22 issued by M/s. K. G. Goyal & Associates, cost auditors, was filed with the ministry of corporate affairs (MCA) on August 09, 2022 within the stipulated/extended due date. Secretarial Auditors and Secretarial Audit Report Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the secretarial audit for FY 2022-23 has been carried out by M/s. ARMS & Associates LLP, Company Secretaries. The secretarial audit report submitted by them in the prescribed form (i.e. MR-3) is attached as ‘Annexure-E'' and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the secretarial auditors in the report issued by them for FY 2022-23, which call for any explanation from the Board.

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

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo, stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is provided in ‘Annexure-F'', which forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES The disclosure as required under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provided upon request. In terms of second proviso to Section 136(1) of the Act, the annual report and accounts excluding the aforesaid information are being sent to the members and others entitled thereto. The said information is available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of ensuing annual general meeting. Any member interested in obtaining a copy thereof may also write to

the company secretary of the Company. It is hereby affirmed that the remuneration is as per the remuneration policy of the Company. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Since environmental, social, and governance (ESG) have become increasingly important on a worldwide scale, the Company has started incorporating it into its mission, operations and business plans. The Business Responsibility and Sustainability Report (“BRSR"), describing the initiatives taken by the Company from an environmental, social and governance perspective, is attached as ‘Annexure-G'' in a specified format which forms a part of this annual report. It is also available on the Company''s website www.genuspower.com.

CEO AND CFO CERTIFICATION

The managing director & CEO and the chief financial officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations, copy of which is annexed as ‘Annexure-H'' to this report. The said annual certificate was placed before the Board at its meeting held on May 23, 2023. The managing director & CEO and the chief financial officer of the Company have also given quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI Listing Regulations.

OTHER DISCLOSURES

The Directors state that during FY 2022-23 -

(a) the Company has not received significant or material orders, passed by any regulatory authority, court or tribunal, which shall impact the going concern status and Company''s operations in future.

(b) the Company has adopted a ‘policy on prevention of sexual harassment at workplace'' in line with the requirements of the ‘Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013''. The said policy covers all employees with no discrimination amongst individuals at any point on the basis of race, colour, gender, religion, political opinion, social, origin or age. The Company has also complied with provisions relating to the constitution of internal complaints committee under the ‘Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013''. The Company has an internal committee (which includes a woman member) to monitor the behavior of all employees and to redress complaints, if any. Further, the Company has not received any complaint regarding sexual harassment in terms of the provisions of the ‘Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013''.

(c) neither the managing directors nor the whole-time directors of the Company receive any remuneration or commission from any of its subsidiary/associate/joint venture.

(d) the statutory auditors or cost auditors or secretarial auditors of the Company have not reported fraud to the audit committee or to the Board under the provisions of Section 143(12) of the Act including rules made thereunder.

(e) the Company maintained healthy, cordial and harmonious industrial relations at all levels.

(f) the Company has complied with the applicable provisions of the secretarial standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

(g) there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code 2016.

(h) there was no instance of one-time settlement with any bank or financial institution.

(i) in line with our commitment towards the green initiatives and going beyond it, electronic copy of the notice of 31st annual general meeting of the Company including the annual report for FY 2022-23 are being sent to all members, whose e-mail addresses are registered with the Company or depository participant(s) or depositories or registrar and share transfer agent of the Company.

ACKNOWLEDGEMENTS

The Directors would like to express their gratitude to the Company''s members, customers, vendors, dealers, and business partners for their kind support and invaluable nourishment provided throughout the financial year under review. Additionally, the Directors would like to express their gratitude to the Government of India, the State Governments, SEBI, BSE, NSE, Bankers, Depositories, Tax Authorities, RBI, MCA, Ministry of Power, Ministry of Finance, State Electricity Boards, and Power Utilities for their unwavering cooperation. The Board looks forward to receiving their continued support. The Directors would like to widely express their gratitude for the effort, camaraderie, dedication, and support shown by the Genus family.

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

Chairman DIN: 00011152 Jaipur, August 26, 2023


Mar 31, 2018

Dear members,

The directors have pleasure in presenting the 26th Annual Report on the business operations of Genus Power Infrastructures Limited (‘Genus’ or’ the company1), together with the audited financial statement for the financial year ended March 31,2018.

FINANCIAL RESULTS OFOPERATIONS

The financial results of operations of the company for the financial year ended March 31,2018 are as under

(Rs. in lakhs, except per share data)

Standalone

Consolidated

Particulars

Year ended March 31,2018

Year ended March 31,2017

Year ended March 31,2018

Year ended March 31,2017

Income

Revenue from operations

83,655.70

65,274.70

83,655.70

65,274.70

Other income

2,198.72

2,400.41

5,503.02

3,032.74

Total lncome

85,854.42

67,675.11

89,158.72

68,307.44

Expenses

Cost of raw materials and components consumed

58,967.82

39,844.38

58,967.82

39,844.38

(lncrease)/decrease in inventory of finished goods and work in progress

(1,471.71)

1,130.43

(1,471.71)

1,130.43

Excise duty

150.58

1,037.28

150.58

1,037.28

Employee benefit expenses

8,576.58

7,446.24

8,576.58

7,446.24

Other expenses

8,131.11

7,157.68

8,131.11

7,157.68

Depreciation and amortization expenses

1,714.14

1,534.56

1,714.14

1,534.56

Finance costs

2,276.60

2,487.21

2,276.62

2,487.21

Total expenses

78,345.12

60,637.78

78,345.14

60,637.78

Earnings before interest, tax, depreciation and amortization (EBITDA)

9,301.32

8,658.69

9,301.32

8,658.69

Profit before exceptional item and tax

7,509.30

7,037.33

10,813.58

7,669.66

Exceptional item

-

-

-

-

Profit before tax

7,509.30

7,037.33

10,813.58

7,669.66

Tax expense

2,354.82

1,246.23

2,354.82

1,246.23

Profit after tax before share of profit from associates for the period

5,154.48

5,791.10

8,458.76

6,423.43

Add: Share of profit from associates

-

-

(6.68)

27.54

Net profit for the period

5,154.48

5,791.10

8,452.08

6,450.97

Other comprehensive income (net of tax)

247.70

56.01

247.70

54.57

Total comprehenslve lncome

5,402.18

5,847.11

8,699.78

6,505.54

Paid-upequity share capital(FacevalueRe.1/ pershare)

2,572.29

2,571.83

2,572.29

2,571.83

Earnings per share (before and after extraordinary item) (of Re.1/- each) (not annualized) (amount in Rs)

- Basic earnings per share

2.00

2.25

3.68

2.81

- Diluted earnings per share

2.00

2.25

3.68

2.80

REVIEW OF STANDALONE FINANCIAL PERFORMANCE AND THE STATEOFCOMPANY’S AFFAIRS

- Revenue from operation (net of excise duty) increased in the FY 2017-18 by 30% to Rs.83505.12 lakhs from Rs.64237.42 lakhs reported in the previous year, led by improved order inflow and better execution of both Metering and ECC orders.

- Earnings before interest, tax, depreciation and amortization (EBITDA) increased by 7.42% to Rs.9301.32 lakhs in the FY 201718 from Rs.8658.69 lakhs in previous year on account of higher order execution, leading to better absorption of fixed cost. However, EBITDA margin declined to 11.14% in FY 2017-18 from 13.48% reported in the previous year, mainly due to increase in raw material costand imposition of GST.

- Finance cost reduced to Rs.2276.60 lakhs in the FY 2017-18 from Rs.2487.21 lakhs in the previous year led by optimum utilisation of available credit limits (bank borrowings) and current assets. The total debts slightly increased to Rs.23768.34 lakhs from Rs.21991.15 lakhs in the previous year on account of increased short-term working capital loans availed to execute higher amount of orders. The company continued to rely on short-term debt to meet its working capital requirements. The long-term debt was used largely to support the capital expenditure incurred towards expansion.

- Profit after tax (PAT) declined by 11% to Rs.5154.48 lakhs from Rs.5791.10 lakhs in the previous year mainly due to higher tax led by higher deferred tax provision because of accrued income on investments and units situated in tax exempted area.

- Earnings per share (basic & diluted) for the year ended March 31, 2018 stood at Rs.2.00 per share.

- Net worth increased to Rs.74539.36 lakhs in the FY 2017-18 as compared to Rs.70121.62 lakhs in the previous year.

- During the year under review, the company has written-off liquidated damages and bad debts of Rs.1340.56 lakhs, which were mainly arisen due to liquidated damages and deductions by indenting agencies as per the terms of the contract of supplies.

- Company’s liquidity is supported by the treasury shares arisen as a result of the scheme of arrangement between the company, Genus Paper Products Limited and Genus Paper and Boards Limited as approved by the Hon’ble Allahabad High Court in FY 2013-14. The treasury shares is comprised of 275.44 lakhs equity shares of the company and 475.44 lakhs equity shares of Genus Paper & Boards Limited, which together had a market value of Rs.19823.94 lakhs and carried a book value of Rs.5995.08 lakhs.

OPERATIONS AND BUSINESS PERFORMANCE

The operationaland business performances of the company have been appropriately described in the report on management discussion and analysis, which form part of this report.

CHANGEINTHENATUREOF BUSINESS

During the year under review, there was no change in the nature of business of the company.

ORDER BOOKING POSITION

During the year under review, we have witnessed a good traction of domestic orders and we have received orders for smart meters, DT metering, LT, CT&HT metering and a few others.

DIVIDEND

Pursuant to the dividend distribution policy of the company as approved by the board, the board in its meeting held on May 11,2018 has recommended a dividend of Re.0.41 (i.e. 41%) per equity share on equity shares of the face value (FV) of Re.1 each for the FY 2017-18 to members for their approval at the ensuing annual general meeting. Amount to Rs.1054.64 lakhs in addition to Rs.216.78 lakhs by way of dividend distribution tax. The dividend distribution policy, as approved by the board, is available on the website of the company.

SHARE CAPITAL

The paid up equity share capital of the company increased to Rs.2572.29 lakhs consisting of25,72,29,331 equity shares of Re.1 each from Rs.2571.84 lakhs consisting of 25,71,84,714 equity shares of Re.1 each, due to issue of shares upon exercise of employee stock options during the FY 2017-18. During the year under review, the company issued 45,617 equity shares of face value of Re.1 each upon exercise of stock options under the Employees’ Stock Option Scheme-2012 (ESOS-2012) of the company. The company has neither issued shares with differentialvoting rights, nor issued sweat equity shares.

TRANSFERTO RESERVES

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

PARTICULARS OFLOANS,GUARANTEES ANDINVESTMENTS

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013, form part of the financial statements provided in this annual report.

FIXED DEPOSITS

During the FY 2017-18, the 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. As such, no amount of deposit or interest thereon is outstanding.

EMPLOYEES’ STOCK OPTION SCH EME

During the year under review, no fresh options were granted to employees of the company in terms of the Employees’ Stock Option Scheme-2012 (ESOS-2012) CESOP Scheme’). During the year, 45,617 options were exercised by the employees after vesting. Accordingly, the company has made allotments of 45,617 equity shares on August 11, 2017 against the options exercised by the employees.

During the year under review, there has been no change in the ESOP Scheme of the company. The ESOP Scheme is administered by the nomination and remuneration committee and it is in compliance with the applicable SEBI’s Regulations. The applicable disclosures as stipulated under regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to ESOP Scheme of the company are provided in ‘Annexure-A’ to this report.

The equity shares issued against the exercise of options does not affect the statement of profit and loss, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable. Voting rights on the shares issued to employees under the ESOP Scheme are either exercised by them directly or through their appointed proxy.

The company has received a certificate from the auditors of the company that the ESOP Scheme has been implemented in accordance with the SEBi’s Guidelines/Regulations in this regard and the resolution passed by the shareholders. The certificate shall be placed at the ensuing annualgeneralmeetingforinspection by shareholders.

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

In terms of section 134(3X0 of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments, affecting the financial position of the company, have occurred between the end of the financial year and the date of this Report.

SU BSIDIARI ES, JOI NT VENTU RES AN D ASSOCIATE COMPANIES

As on March 31,2018, the company has no subsidiary company.

During the year under review, the following company has become an associate of the company due to increase of shareholding above 20 percent, in term of the provisions of the Companies Act, 2013:

- Greentech Mega Food Park Limited

As on March 31, 2018, the company has the following associate companies:

- M.K.J. Manufacturing Pvt. Ltd.

- Greentech Mega Food Park Limited

In terms of the provisions of section 129(3) of the Companies Act, 2013, a statement containing performance & salient features of the financial statements of company’s subsidiaries/associate/joint venture companies in the prescribed Form AOC-1 is attached as ‘Annexure-B’ to this report.

The policy for determining material subsidiaries as approved by the board may be accessed on the company’s website and its web link is http://beta.genuspower.com/wp-content/uploads/2017/04/ Material-Subsidiaries-Policy_1.pdf.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provisions of Companies Act, 2013 including the Accounting Standard on Consolidated Financial Statements and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (the “Listing Regulations’), the audited consolidated financialstatement is provided in this Annual Report.

The consolidated from operation (net of excise duty) revenue stood at Rs.83505.12 lakhs and the consolidated net profit stood at Rs.8458.76 lakhs in the FY 2017-18.

A statement containing the salient feature of the financial statements of each of the subsidiary/associates/joint venture in the prescribed Form AOC-1 is attached as ‘Annexure-B’ to this report.

In compliance with the provisions of section 136 of the Companies Act, 2013, the financial statements of the subsidiary/associates/joint venture companies are kept for inspection by the shareholders at the registered office of the company. The company shall provide free of cost, the copy of the financial statements of its subsidiary/associates/ joint venture companies to the shareholders upon their request. The statements are also available on the website of the company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions in the financial year under review were in the ordinary course of business and on an arm’s length basis. All these transactions were approved by the audit committee prior to the transaction made. There were no materially significant related party transactions that may have potential conflict with the interests of company at large. There are no transactions that are required to be reported in form AOC-2. For further details of the related party transactions, please refer to Note 47 to the standalone financial statement, which sets out related party disclosures.

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 and its web link is http:// beta.genuspower.com/wp-content/uploads/2017/04/Related-Party-Transaction-Policy_0.pdf.

CORPORATE SOCIAL RESPONSIBILITY

Genus has in place a corporate social responsibility (CSR) policy, prepared in line with Schedule VII of the Companies Act, 2013. The company’s CSR policy is prepared by the CSR committee and approved by the board. As per the policy, the company continues to give preference to the local areas where it operates, for spending the amount earmarked for corporate social responsibility activities. The focusareas of the company’s CSR programs/initiatives are as follows:

- Animal welfare

- Promotion of healthcare:

- Eradication of hunger and poverty

- Environmental sustainability and ecological balance

- Promotion of education

The CSR policy is posted on the company’s website and its web link is http://beta.genuspower.com/wp-content/uploads/2017/04/CSR-Policy_Genus.pdf. The statutory disclosures, with respect to the CSR committee and an annual report on CSR activities, form part of this report as’Annexure-C’.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS

Genus has in place a comprehensive risk management policy and adequate internal financial control system, formulated by the risk management committee and reviewed by the board of the company. The details of the risk management committee, risk management policy and internal financial control systems are provided in the report on ‘management discussion and analysis’ and the ‘corporate governance report’, forming part of this report.

INSURANCE

We believe that insurance is an importance tool of managing uncertainties and risks such as fire, earthquake, storm, tempest, flood, inundation, riot strike, malicious damage, etc. During the year under review, we have insured our assets and projects sufficiently to cover most risks. Some of the key insurance policies, taken by the company are as follows:

- ’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 (actualand future) is paid in the event of premature/unfortunate death of employee.

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

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

CREDIT RATING

During the FY 2017-18, India Ratings and Research (Ind-Ra) has upgraded Genus’s Long-Term Issuer Rating to ‘IND A ’from ‘IND A’. The Outlook is Stable.

The instrument-wise rating actions are as follows:-

Instrument Type

Size of Issue (million)

Rating/Outlook

Rating Action

Fund-Based Limits

INR 2,000

(reduced from INR 2,140)

INDA /Stable/INDA1

Long-term rating upgraded; Short-term rating affirmed

Non-Fund-Based Limits

INR 6,370

INDA /Stable/INDA1

Long-term rating upgraded; Short-term rating affirmed

Commercial Paper Programme (within the fund based working capital limits)

INR 1,000

INDA1

Affirmed

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulation 34(2) of the Listing Regulations, a report on ‘management discussion and analysis’ is appended to this report as ‘Annexure-D’.

CODEOFCONDUCT

Pursuant to regulation 26(3) of the Listing Regulations, all board members and senior management personnel have affirmed compliance with the ‘company’s code of conduct for directors and senior management’ on an annual basis. The code of conduct is also placed on company’swebsite, www.genuspower.com.

CORPORATEGOVERNANCE

Your company has always followed good Corporate Governance practices in pursuit of its objective of serving society through industry. The corporate governance report along with a certificate of the auditors of the company regarding compliance of the conditions of corporate governance as stipulated under the Listing Regulations is attached as ‘Annexure-E’ to this report.

WHISTLEBLOWER POLICY AND VIGILANCEMECHANISM

Your company has in place a whistleblower policy and vigil mechanism as required under Section 177(9) of the Companies Act 2013. It is formulated with a view to provide mechanism for directors and employees to report genuine concern of unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct. The audit committee reviews the existence and effectiveness of the vigil mechanism from time to time. The above policy & mechanism have been appropriately communicated within the company across all sections and have been displayed on the company’s internal HR management system as well as on the company’s website and its web link is http://beta.genuspower.com/wp-content/uploads /2017/04/Whistle-Blower-Policy-and-Vigil-Mechanism_0.pdf. The audit committee affirmed that no personnel have been denied access to the audit committee during theyear under review.

PREVENTION OF INSIDERTRADING PRACTICES

Your company has in place a ‘code of conduct for prevention of insider trading’ and a ‘code of practices and procedures for fair disclosure of unpublished price sensitive information’ in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The above codes prevent insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information unless required for discharge of duties. The above codes also prohibit the insider to trade in securities, when in possession of unpublished price sensitive information and during the period when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the company in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and submit the same to the compliance officer for approval and public disclosure.

EXTRACTOFANNUALRETURN

Pursuant to the provisions of section 134(3)(a) and section 92(3) of the Companies Act 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return as on March 31, 2018, in the prescribed form (i.e. MGT-9), forms part of this report and attached as’Annexure-F.

DIRECTORS

During the FY 2017-18, there was no change (appointment or cessation) in the board members.

In compliance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajendra Kumar Agarwal and Smt. Sharmila Agarwal, directors of the company, retire by rotation at the ensuing annual general meeting, and they being eligible, have offered themselves for re-appointment. A brief resume of the directors proposed to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the Annexure to the notice of the ensuing AGM, and the corporate governance report forming part of this report.

Pursuant to the provisions of section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by independent directors under section 149(6) of the Companies Act, 2013, the board hereby confirms that all the independent directors of the company have given a declaration, confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

Familiarization programs

Pursuant to regulation 25(7) of the Listing Regulations, Genus organises familiarization programs for the independent directors to provide them an opportunity to have a clear understanding of their roles, rights and responsibilities. This also makes possible for independent directors to understand the company’s business model, operational systems, nature of the industry and other relevant information thoroughly. The company’s actions in this regard have been disclosed on the website of the company and the web link thereto is given in the corporate governance report, which forms part of this report.

Policy on directors’ appointment and remuneration and other details

In compliance with the provisions of section 134(3)(e) and section 178(3) of the Companies Act, 2013, the policy on selection of directors and determining directors independence (criteria for board membership) and the policy on remuneration of directors, KMP and other employees are attached as ‘Annexure-G & H’ respectively, which forms part of this report. For further details relating to directors, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and the Listing Regulations, the nomination and remuneration committee (NRC committee) has set down the evaluation criteria for performance evaluation of the board, board’s committee, directors and chairperson as a whole and also at individual director leveL The company undertakes annual evaluation in accordance with financial year. The NRC committee has developed a structured questionnaire, covering most facets of the performance of the board, its committee, chairperson and individual director. Our board evaluation process comprises of both assessment and review. This includes analysis of how the board and its committees are functioning, the time spent by the board considering matters and whether the terms of reference of the board committees have been met, besides compliance of the provisions of the Companies Act, 2013.

Evaluation of the Board

The broad parameters for reviewing the performance of the board, inter alia, contain the following:

- Development of suitable strategies and business plans at appropriate time and its effectiveness;

- Implementation of robust policies and procedures;

- Size, structure and expertise of the board;

- oversight of the financial reporting process, including internal controls;

- Willingness to spend time and effort to learn about the company and its business; and

- Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

The independent directors at their separate meeting also assess the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the Board to effectively and reasonably perform their duties.

Evaluation of Individual Director(s)

(i) Evaluation of managing director/whole time director/ executive director - The performance evaluation of managing director, executive director of the company is done by all the directors, the broad parameters for reviewing the performance of managing director/executive directorate:

- Achievement of financial/business targets prescribed by the board;

- Developing and managing / executing business plans, operational plans, risk management, and financial affairs of the organization;

- Display of leadership qualities i.e. correctly anticipating business trends, opportunities, and priorities affecting the company’s prosperityand operations;

- Development of policies, and strategic plans aligned with the vision and mission of company and which harmoniously balance the needs of shareholders, clients, employees, and other stakeholders;

- Establishment of an effective organization structure to ensure that there is management focus on key functions necessary for the organization to align with its mission; and

- Managing relationships with the board, management team, regulators, bankers, industry representatives and other stakeholders.

(ii) Evaluation of non-executive directors - The broad parameters for reviewing the performance of non-executive directors are as follows:

- Participation at the board/committee meetings;

- Commitment (including guidance provided to senior management outside of board/ committee meetings);

- Effective deployment of knowledge and expertise;

- Effective management of relationship with stakeholders;

- Integrity and maintaining of confidentiality;

- Independence of behaviour and judgment; and

- Impacts influence.

(iii) Evaluation of Independent Directors - The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). In addition to the parameters laid down for Directors, which is common for evaluation to both independent and non- executive directors, an independent director is also evaluated on the following parameters:

- Exercise of objective independent judgment in the best interest of Company;

- Ability to contribute to and monitor corporate governance practice; and

- Adherence to the code of conduct for independent directors. Evaluation of the Committees

The performance of the committees is evaluated by the Directors, on the basis of the terms of reference of the committee being evaluated. The broad parameters of reviewing the performance of the committees, inter alia, are as follows:

- Discharge of its functions and duties as per its terms of reference;

- Process and procedures followed for discharging its functions;

- Effectiveness of suggestions and recommendations received;

- Size, structure and expertise of the committee; and

- Conduct of its meetings and procedures followed in this regard. Evaluation of Chairperson of the Board

The performance of the chairperson is linked to both the functioning of the board as a whole as well as the performance of each director. Independent directors review the performance of the chairperson of the company taking into account the views of the executive directors and non-executive directors. All the directors of the board of the company thereof contribute in evaluating the performance of the chairperson of the board. The broad parameters for reviewing the performance of chairperson of the board areas follow:

- Managing relationship with the members of the board and management;

- Demonstration of leadership qualities;

- Relationship and communication within the board;

- Providing ease of raising of issues and concerns by the board members;

- Promoting constructive debate and effective decision making at the board;

- Relationship and effectiveness of communication with the shareholders and other stakeholders;

- Promoting shareholder confidence in the board and

- Personal attributes i.e. integrity, honesty, knowledge, etc.

For the financial year under review, the company has received the requisite evaluation papers and response with regard to evaluating the entire board, respective committees and individual directors, including chairman of the board. The independent directors had met separately on March 31,2018 without the presence of non-independent directors and the members of management and reviewed & assessed, inter-alia, the performance of non-independent directors and board as a whole and the performance of the chairman of the company after taking into consideration, the views of executive and non-executive board members. The NRC committee has also carried out evaluation of performance of every director. The performance evaluation of all the independent directors has been done by the entire board, excluding the director being evaluated. The board was satisfied about the evaluation process carried out.

KEY MANAGERIAL PERSON N EL

During the year under review, Mr. Rakesh Kumar Agarwal ceased to be a Chief Financial Officer of the company on account of resignation with effect from February 05, 2018. Mr. Nathu Lai Nama, Chartered Accountant, has been appointed as Chief Financial Officer of the company with effect from May 11,2018.

In terms of the provisions of section 2(51) and 203 of the Companies Act, 2013, the following personnel are key managerial personnel (KMP) of the company:

- Mr. Rajendra Kumar Agarwal, Managing Director & Chief Executive Officer(MDSCEO)

- Mr.Jitendra Kumar Agarwa Joint Managing DirectorCJMD)

- Mr. Rakesh Kumar Agarwal, Chief Financial Officer (CFO) (Upto 04.02.2018)

- Mr. Nathu Lai Nama Chief Financial Officer (CFO) (w.e.f. 11.05.2018)

- Mr.Ankit Jhanjhari. Company Secretary(CS)

MEETINGS OFTH E BOARD

During the year under review, six meetings of the board were held. For further details thereof, kindly refer to the corporate governance report, which forms part of this report.

COMM ITTEES OFTH E BOARD

The company has the following committees of the board:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders’ Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Finance Committee

(g) Sales Committee

The details of the compositions, powers, roles, terms of reference, etc. of the said committees are provided in the corporate governance report, which forms part of this report.

DIRECTORS’RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act 2013, the directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

(b) they 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 of the company forthat period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a ‘going concern’ basis;

(e) they had Laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) they had 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

Statutory Auditors

M/s. D. Khanna & Associates, Chartered Accountants and M/s. S. R. Batliboi & Associates LLP, Chartered Accountants were appointed as statutory auditors of the Company at the annual general meeting held on September 29, 2014 for a term of 5 consecutive years. In accordance with the Companies (Amendment) Act 2017, enforced on 07th May, 2018 by the Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting. Accordingly the appointment of M/s. D. Khanna & Associates, Chartered Accountants and M/s. S. R. Batliboi & Associates LLP, Chartered Accountants of the Company is not placed for ratification by the shareholders of the company in the ensuing annual general meeting. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their audit report that may call for any explanation from the directors. Further, the notes to the financial statements referred to in the auditor’s report are self-explanatory.

Cost Auditorsand Cost Audit Report

Pursuant to the provisions of section 148(1) of the Companies Act, 2013 read with rules framed thereunder, the Company is required to maintain the cost records as specified and accordingly such accounts and records are made and maintained by the Company. M/s. K. G. Goyal & Associates, Cost Accountants, were appointed as cost auditors for conducting cost audit of cost records for the financial year 2017-2018. The remuneration of cost auditors has been approved by the board on the recommendation of audit committee. The requisite resolution for ratification of remuneration of cost auditors by members of the company has been set out in the notice of ensuing annual general meeting. The cost audit report for the financial year 2016-17, issued by M/s. K. G. Goyal & Associates, Cost Auditors, was filed with the ministry of corporate affairs (MCA) on October 24,2017.

Secretarial Auditor and SecretarialAudlt Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit for the FY 2017-18 has been carried out by M/s. C. M. Bindal & Company, Company Secretaries & Corporate Consultant. The secretarialaudit report submitted by them in the prescribed form (i.e. MR-3) is attached as ‘Annexure-I’ and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the secretarial auditors in the report issued by them forthe FY 2017-18, which callforany explanation from the board.

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

Pursuant to the provisions of section 134 of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached as Annexure-J’ to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

The disclosure as required under the provisions of 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 provided upon request. As per first proviso to section 136(1) of the Companies Act 2013, the annual report excluding the aforesaid information is being sent to the members and others entitled thereto. The said information is available for inspection by the members at the registered office of the company during business hours on working days of the company up to the date of ensuing annual general meeting. Any member interested in obtaining a copy thereof, may also write to the company secretary of the company.

BUSI NESS RESPONSI Bl LITY REPORT (BRR)

At Genus, fulfillment of environmental, social and governance responsibility is an integral part of the way of doing business. As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Notification dated December 22,2015, the Business Responsibility Report describing the initiatives taken by the company from environmental, social and governance perspective is attached as Annexure-K’ to this Report, a copy of which will also be available on the company’s website www.genuspower.com

OTHER DISCLOSURES

The directors confirm that during the year under review,

(a) the company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and company’s operations in future.

(b) the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaO Act, 2013. The company has not received any complaint regarding sexual harassment in terms of the provisions of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaO Act, 2013’. Genus has in place a defined policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and RedressaO Act, 2013. The said policy covers all employees with no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, social origin, sexual harassment or age. Genus also has an internal committee (which includes a woman member) to monitor the behavior of all employees and to redress complaints, if any.

(c) neither the managing director nor the whole-time directors of the company receive any remuneration or commission from any of its subsidiary/associate/joint venture.

(d) the statutory auditors or cost auditors or secretarial auditors of the company have not reported any frauds to the audit committee or to the board under the provisions of section 143(12) of the Companies Act, 2013, including rules made thereunder.

(e) the company maintained healthy, cordial and harmonious industrial relationsat all levels.

(f) The company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENTS

Directors wishes to places on record their sincere appreciation for continued support received during the year under review from the Central Government, State Governments, Tax Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Power, Ministry of Finance, State Electricity Boards, SEBI, BSE, NSE, Depositories and other connected authorities/departments. The board also wishes to place on record its keen appreciation to all investors, vendors, dealers, business associates and employees, whose enthusiasm, dedication and cooperation have made company’s excellent performance possible.

For and on behalf of the Board of Directors

Ishwar Chand Agarwal

Chairman

DIN: 00011152

Jaipur, August 10,2018


Mar 31, 2017

Dear members,

The board of directors (‘the board’) hereby presents the 25th Annual Report on the business and operations of the company, together with the audited financial statement for the financial year ended March 31,2017.

FINANCIAL RESULTS OFOPERATIONS

The financial results of operations of the company for the financial year ended March 31,2017are as under:

(Rs. in lakhs, except per share data)

Standalone

Consolidated

Particulars

Year ended March 31,2017

Year ended March 31,2016

Year ended March 31,2017

Year ended March 31,2016

Income

Revenue from operations

65,274.70

86,923.96

65,274.70

86,923.96

Other income

2,400.41

1,749.45

3,032.74

2,643.27

Total lncome

67,675.11

88,673.41

68,307.44

89,567.23

Net Revenue (Net of Excise)

64,237.42

85,765.39

64,237.42

85,765.39

Expenses

Cost of materials consumed including erection expenses

39,751.74

54,830.50

39,751.74

54,830.50

(lncrease)/decrease in inventory of finished goods and work in progress

1,130.43

1,572.04

1,130.43

1,572.04

Excise duty

1,037.28

1,158.57

1,037.28

1,158.57

Employee benefit expenses

6,570.39

6,595.86

6,570.39

6,595.86

Other expenses

8,126.17

10,411.16

8,126.17

10,411.16

Depreciation and amortization expenses

1,534.56

1,399.10

1,534.56

1,399.10

Finance costs

2,487.21

2,887.51

2,487.21

2,887.51

Total Expenses

60,637.78

78,854.74

60,637.78

78,854.74

Earnings before interest, depreciation and amortization (EBITDA)

8,658.69

12,355.83

8,658.69

12,355.83

Profit before exceptional item and tax

7,037.33

9,818.67

7,669.66

10,712.49

Exceptional item

-

(235.86)

-

(235.86)

Profit before tax

7,037.33

10,054.53

7,669.66

10,948.35

Tax expense

1,246.23

2,046.23

1,246.23

2,046.23

Profit after tax before share of profit from associates for the period

5,791.10

8,008.30

6,423.43

8,902.12

Add: Share of profit from associates

-

-

27.54

5.43

Net Profit for the period

5,791.10

8,008.30

6,450.97

8,907.55

Other Comprehensive Income (net of tax)

56.01

278.02

54.57

278.02

Total Comprehensive Income

5,847.11

8,286.32

6,505.54

9,185.57

Paid-up Equity Share Capital (Face Value Re.1 / per share)

2,571.83

2,568.08

2,571.83

2,568.08

Earnings per share (before and after extraordinary item) (of Re.1 /- each) (not annualized) (amount in Rs.) –Basic earnings per share

2.25

3.12

2.81

4.19

- Diluted earnings per share

2.25

3.10

2.80

4.16

REVIEW OF FINANCIAL PERFORMANCE (STANDALONE) AND THE STATEOFCOMPANY’S AFFAIRS

- Revenue from operation (net of excise duty) declined in the FY 2016-17 by 25.10% to Rs.64237.42 lakhs from Rs.85765.39 lakhs reported in the previous year, owing to lower tender off take from the state power utilities and lower execution of turnkey ECC projects due to delays in processes and approvals at the customers-end. The lower tender offtake was mainly attributed to the disagreement between central and state governments on the procurement of meters at central level and subsequent distribution to state governments.

- Earnings before interest, tax, depreciation and amortization (EBITDA) decreased by 29.92% to Rs.8658.69 lakhs in the FY 2016-17 from Rs.12355.83 lakhs in previous year on account of lower sales. EBITDA margin also declined to 13.5% in FY 2016-17 from 14.4% reported in the previous year due to execution of the low-margin orders.

- Finance cost reduced to Rs.2487.21 lakhs in the FY 2016-17 from Rs.2887.51 lakhs in the previous year on account of better management of borrowings, and utilisation of available funds. The total debts slightly increased to Rs.21991.15 lakhs from Rs.21623.16 lakhs in the previous year on account of new projects and expansions. The company continued to rely on short-term debt to meet its working capital requirements. The long-term debt was used largely to support the capital expenditure incurred towards expansion.

- Profit after tax (PAT) declined by 27.69% to Rs.5791.10 lakhs from Rs.8008.30 lakhs in the previous year mainly due to lower sales and execution of the low-margin orders. PAT margin remained at 9%.

- Earnings per share (basic & diluted) for the year ended March 31, 2017 stood at Rs.2.25 per share.

- Net worth increased to Rs.70121.62 lakhs in the FY 2016-17 as compared to Rs.65210.40 lakhs (adjusted as per Ind AS) in the previous year.

- Return on equity (ROD remained at 8.3% in the FY 2016-17.

- Return on capital employed (ROCD remained at 9.6% in the FY 2016-17.

- Net debt-to-equity ratio as at March 31,2017 was 0.30 as against 0.31 at the previous year.

- Cash flow from operations in the FY 2016-17 improved to Rs.15017.10 lakhs from Rs.8833.12 lakhs in the previous year, due to improved working capital cycle.

- The company has written-off liquidated damages and bad debts of Rs.1490.88 lakhs, which mainly represented liquidated damages and deductions by indenting agencies as per the terms of the contract of supplies.

- During the FY 2016-17, the Company has passed resolution to write off the investment made in Genus SA, Brazil and the same was reported by the Authorised Dealer to the Reserve Bank of India. The Company has obtained approval from the Authorised Dealer and surrendered the UIN to RBI in the current year and has consequently written off the investment from the books.

- The total order book position as at March 31,2017 stood at worth Rs.68479 lakhs.

- Company’s liquidity is supported by the treasury shares arisen as a result of the scheme of arrangement between the company, Genus Paper Products Limited and Genus Paper and Boards Limited as approved by the Hon’ble High Court in FY 2013-14. The treasury shares is comprised of 275.44 lakhs equity shares of the company and 475.44 lakhs equity shares of Genus Paper & Boards Limited, which together had a market value of Rs.13627.53 lakhs and carried a book value of Rs.5995.08 lakhs.

The ministry of corporate affairs (MCA) vide its notification in the official gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS), which is applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014. The company has adopted the Ind AS from April 01, 2016 and the date of transition is April 1, 2015. The impact of adjustments arising on transition has been accounted for in opening reserves, and its comparative period results have been restated accordingly.

Reconciliation of net profit, as previously reported, on account of transition from the previous Indian GAAP to Ind-AS for the year ended March 31,2016 is presented as under

(Rs. in lakhs)

S. No.

Particulars

Standalone Year ended March31,2016

Consolidated Year ended March31,2016

Net profit under previous GAAP

7,845.06

7,850.50

a

Actuarial gain on defined benefit plans reclassified to other comprehensive income

(16.21)

(16.21)

b

Difference in measurement of employee share based payment

(40.53)

(40.53)

c

Fair valuation of investment through profit and loss

76.29

970.10

d

Others

244.63

244.63

e

Deferred tax on temporary differences

(100.94)

(100.94)

Net profit under Ind As

8,008.30

8,907.55

NEW MAN UFACTURING UN IT AT GUWAHATI, ASSAM

The company has setup a new manufacturing facility at Guwahati, Assam with a total project cost of Rs.1787.42 lakhs, for providing metering product and solution. It has commenced commercial production in March 2017. This plant will enjoy direct and indirect tax holidays benefits for next 10years under’ NEIIPP- 2007’.

OPERATIONS AND BUSINESS PERFORMANCE

The operational and business performances of the company have been appropriately described in the report on management discussion and analysis, which form part of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the company during the FY2016-17.

DIVIDEND

Pursuant to the dividend policy of the company as approved by the board and with a view to share the profit with the co-owners, the board in its meeting held on May 23,2017 has recommended a final dividend of Re.0.35 (i.e. 35%) per equity share on equity shares of the face value (FV) of Re.1 each for the FY 2016-17 to shareholders for their approvaL The company has already paid an interim dividend of Re.0.10 (i.e. 10%) per equity share for the FY 2016-17, which was declared in the board meeting held on January 31,2017. The proposed dividend of Re.0.35 (i.e. 35%), if approved by the members at the forthcoming annual general meeting, the total dividend for the FY 2016-17 will be Re.0.45 (i.e. 45%) per share on FV of Re.1 and will result in the outflow of Rs.1157.17 lakhs in addition to Rs.235.57 lakhs by way dividend distribution tax. The dividend distribution policy, as approved by the board, is available on the website of the company.

SHARE CAPITAL

The paid up equity share capital of the company has increased to Rs.2571.84 lakhs consisting of 25,71,83,714 equity shares of Re.1 each from Rs.2568.08 lakhs consisting of 25,68,07,850 equity shares of Re.1 each, owing to exercise of employee stock options during the FY 201617. During the year under review, the company issued 3,75,864 equity shares of face value of Re.1 each 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 issued sweat equity shares.

TRANSFERTO 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

Loans, guarantees and investments covered under section 186 of the CompaniesAct,2013,form part of the financial statements provided in this annual report.

FIXED DEPOSITS

During the FY 2016-17, the 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. As such, no amount of principal or interest is outstanding.

EMPLOYEES’ STOCK OPTION SCHEME

During the FY 2016-17, no fresh options were granted to employees of the company in terms of the Employees’ Stock Option Scheme-2012 (ESOS-2012) (‘ESOP Scheme’). During the year, 3,75,864 options were exercised by the employees after vesting. Accordingly, the company has made allotments of 2,15,181 equity shares on August 19,2016 and 1,60,683 equity shares on March 01, 2017, respectively against the options exercised by the employees.

During the FY 2016-17, there has been no change in the ESOP Scheme of the company. The ESOP Scheme is administered by the nomination and remuneration committee and it is in compliance with the applicable SEBI’s Regulations. The applicable disclosures as stipulated under regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to ESOP Scheme of the company are provided in ‘Annexure-A’ to this report.

The equity shares issued against the exercise of options does not affect the statement of profit and loss, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable. Voting rights on the shares issued to employees under the ESOP Scheme are either exercised by them directly or through their appointed proxy.

The company has received a certificate from the auditors of the company that the ESOP Scheme has been implemented in accordance with the SEBI’s Guidelines/Regulations in this regard and the resolution passed by the shareholders. The certificate shall be placed at the ensuing annual general meeting for inspection by shareholders.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEARANDTHEDATEOFTHIS REPORT

In terms of section 134(3X0 of the Companies Act 2013, except as disclosed elsewhere in this Report, no material changes and commitments, affecting the financial position of the company, have occurred between the end of the financial year and the date of this Report.

SUBSIDIARIES, JOINTVENTURESANDASSOCIATECOMPANIES

As on March 31,2017, the company has no subsidiary company. During the FY 2016-17, the following company has ceased to be an associate of the company due to decrease of shareholding below 20 percent in term of the provisions of the Companies Act, 2013:

- Greentech Mega Food Park Limited (Formerly: Greentech Mega Food Park Private Limited)

As on March 31, 2017, the company has the following associate company:

- M.KJ. Manufacturing Pvt. Ltd.

In terms of the provisions of section 129(3) of the Companies Act, 2013, a statement containing performance & salient features of the financial statements of company’s subsidiaries/associate/joint venture companies in the prescribed Form AOC-1 is attached as ‘Annexure-B’ to this report.

The policy for determining material subsidiaries as approved by the board may be accessed on the company’s website and its web link is http://beta.genuspower.com/wp-content/uploads/2017/ 04/Material-Subsidiaries-Policy_1.pdf.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard on Consolidated Financial Statements and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Cthe Listing Regulations’), the audited consolidated financial statement is provided in this Annual Report. The consolidated revenue stood at Rs.65274.70 lakhs and the consolidated net profit stood at Rs.6505.54 lakhs in the FY 2016-17.

A statement containing the salient feature of the financial statements of each of the subsidiary/associates/joint venture in the prescribed Form AOC-1 is attached as ’Annexure-B’ to this report.

In compliance with the provisions of section 136 of the Companies Act 2013, the financial statements of the subsidiary/associates/joint venture companies are kept for inspection by the shareholders at the registered office of the company. The company shall provide free of cost, the copy of the financial statements of its subsidiary/ associates/joint venture companies to the shareholders upon their request. The statements are also available on the website of the company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions in the FY 2016-17 were in the ordinary course of business and on an arm’s length basis. All these transactions were approved by the audit committee prior to the transaction made. There were no materially significant related party transactions that may have potential conflict with the interests of company at large. There are no transactions that are required to be reported in form AOC-2. For further details of the related party transactions, please refer to Note 47 to the standalone financial statement, which sets out related party disclosures.

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 and its web link is http://beta.genuspower.com/wp-content/uploads/2017/ 04/Related-Party-Transa ction-Policy_0.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The company has in place a corporate social responsibility (CSR) policy, prepared in line with Schedule VII of the Companies Act, 2013. The company’s CSR policy is prepared by the CSR committee and approved by the board. As per the policy, the company gives preference to the local areas where it operates, for spending the amount earmarked for corporate social responsibility activities. The focus areas of the company’s CSR programs/initiatives are:

- Animal welfare

- Promotion of healthcare

- Eradication of hunger and poverty

- Environmental sustainability and ecological balance

- Promotion of education

- Infrastructure development

The CSR policy is posted on the company’s website and its web link is http://beta.genuspower.com/wp-content/uploads/2017/04/CSR-Policy_Genus.pdf. The statutory disclosures, with respect to the CSR committee and an annual report on CSR activities, form part of this report as ’Annexure-C’.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS

The company has in place a comprehensive risk management policy and adequate internal financial control system, formulated by the risk management committee and reviewed by the board of the company. The details of the risk management committee, risk management policy and internal financial control systems are provided in the report on ‘management discussion and analysis’ and the ‘corporate governance report’, forming part of this report.

INSURANCE

The company considers insurance expenses as an investment that responds when something unforeseen happens such as fire, earthquake, storm, tempest, flood, inundation, riot, strike, malicious damage, etc. During the FY 2016-17, the assets and projects of the company were sufficiently insured against almost all risks. Some of the key insurance policies, taken by the company are as follows:

- ’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 coverage like disability cover, permanent disability cover and death cover due to accident.

CREDIT RATING

During the FY 2016-17, India Ratings and Research Private Limited (Ind-Ra) has revised the company’s outlook to Positive from Stable while affirming its long term issuer rating at ‘IND A’. A full list of ratings is as follow:

Long Term Issuer Rating

IND A/Positive

Commercial Paper

INDA1

INR 1000 m

Fund Based Working Capital Limit

INDA1

INR2140m

Fund Based Working Capital Limit

IND A/Positive

INR2140m

Non-Fund Based Working Capital Limit

IND A/Positive

INR6370m

Non-Fund Based Working Capital Limit

INDA1

INR6370m

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of regulation 34(2) of the Listing Regulations, a report on ‘management discussion and analysis’ is appended to this report as ‘Annexure-D’.

C0DE 0F C0NDUCT

In terms of regulation 26(3) of the Listing Regulations, all board members and senior management personnel have affirmed compliance with the ‘company’s code of conduct for directors and senior management’ on an annual basis. The code of conduct is also placed on company’s website.

CORPORATE GOVERNANCE

Corporate governance is inherited by integrity, transparency, fairness and accountability. The company is committed for ethical conduct and transparency in its operations. The company always intends to have good governance practices throughout the organization through a mixture of scientific and proactive approach. Genus not only adheres to the corporate governance practices as prescribed under laws but also complies with the non-mandatory provisions to ensure best corporate governance principles and practices.

The corporate governance report along with a certificate of the auditors of the company regarding compliance of the conditions of corporate governance as stipulated under the Listing Regulations is attached as ‘Annexure-E’ to this report.

WHISTLE BLOWER POLICY AND VIGILANCE MECHANISM

The company has in place a whistleblower policy and vigil mechanism, which enable its directors and employees to report genuine concern of unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct. The effectiveness of the vigil mechanism is reviewed by the audit committee from time to time. The above mechanism has been appropriately communicated within the company across all sections and has been displayed on the company’s internal HR management system (Teamwise) as well as on the company’s website and its web link is http://beta.genuspower.com/ wp-content/uploads /2017/04/Whistle-Blower-Policy-and-Vigil-Mechanism_0.pdf. The audit committee periodically reviews the existence and effectiveness of the vigil mechanism. The committee affirmed that no personnel have been denied access to the audit committee during the FY 2016-17.

PREVENTION OF INSIDER TRADING PRACTICES

Genus has in place a ‘code of conduct for prevention of insider trading’ and a ‘code of practices and procedures for fair disclosure of unpublished price sensitive information’ in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The code of conduct prevents insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information unless required for discharge of duties. The code of conduct also prohibits the insider to trade in securities, when in possession of unpublished price sensitive information and during the period when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the company in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and submit the same to the compliance officer for approval and public disclosure.

EXTRACTOF ANNUAL RETURN

In compliance with the provisions of section 134(3)(a) and section 92(3) of the Companies Act 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return as on March 31,2017, in the prescribed form (i.e. MGT-9), forms part of this report and attached as ‘Annexure-F.

DIRECTORS

During the FY 2016-17, there was no change (appointment or cessation) in the board members.

Pursuant to 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. A brief resume of the directors proposed to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the Annexure to the notice of the ensuing AGM, and the corporate governance report forming part of this report.

Pursuant to the provisions of section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by independent directors under section 149(6) of the Companies Act, 2013, the board hereby confirms that all the independent directors of the company have given a declaration, confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

Familiarization programs

In terms of regulation 25(7) of the Listing Regulations, the company conducts familiarization programs for the independent directors to provide them an opportunity to gain clear understanding of their roles, rights and responsibilities. This also enables independent directors to understand the company’s business modeL, operational systems, nature of the industry and other relevant information in depth that facilitate them to actively participate in running the company. The initiatives undertaken by the company in this regard have been disclosed on the website of the company and the web link thereto is provided in the corporate governance report, which forms part of this report.

Policy on directors’ appointment and remuneration and other details

Pursuant to the provisions of section 134(3)(e) and section 178(3) of the Companies Act, 2013, the policy on selection of directors and determining directors independence (criteria for board membership) and the policy on remuneration of directors, KMP and other employees are attached as ‘Annexure-G & H’ respectively, which forms part of this report. For further details relating to directors, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

The board is eventually responsible for a company’s corporate governance compliances. For a board to be effectual it is imperative to constantly assess how efficiently directors are performing their roles and fulfilling their duties. Over the period of time, board evaluation has emerged as an effective structural tool towards establishing a measure of board and its members’ performance and setting accountability. The company recognizes that to meet stakeholders’ mounting expectations and to face challenges of increased regulatory requirements, the critical and regular evolutions of directors along with board is the key to long-term success of the company.

Pursuant to applicable provisions of the Companies Act 2013 and the Listing Regulations, the nomination and remuneration committee has laid down criteria for evaluation of the performance of the board, board’s committee, directors and chairperson as a whole and also at individual director leveL Director level evaluations involve assessment and review of skills, ability to bring in new ideas and thoughts, ability to reach out to market participants, and an overall level of engagement. Evaluation of the board as a whole also includes the non-tangible elements such as board dynamics, governance quality, culture setting, and providing a broader strategic direction to the company, beside the overall assessment of company’s performance.

A structured questionnaire, covering several facets of the performance of the board, its committee and individual director is in place. The board members have submitted their response for evaluating the entire board, respective committees and individual directors, including chairman of the board.

The independent directors had met separately on March 31, 2017 without the presence of non-independent directors and the members of management and reviewed & assessed, inter-alia, the performance of non-independent directors and board as a whole and the performance of the chairman of the company after taking into consideration the views of executive and non-executive board members.

The nomination and remuneration committee has also carried out evaluation of performance of every director. The performance evaluation of all the independent directors has been done by the entire Board, excluding the director being evaluated. The directors remained satisfied about the evaluation carried out.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 2(51) and 203 of the Companies Act, 2013, the key managerial personnel (KMP) of the company are as follows:

- Mr. Rajendra Kumar Agarwal, Managing Directors Chief Executive Officer(MDSCEO)

- Mr. Jitendra Kumar Agarwal, Joint Managing Director (JMD)

- Mr. Rakesh Kumar Agarwal, Chief Financial Officer (CFO)

- Mr.Ankit Jhanjhari, Company Secretary(CS)

MEETINGS OF THE BOARD

During the FY 2016-17, eight meetings of the board were held. For further details thereof, kindly refer to the corporate governance report, which forms part of this report.

COMMITTEES OF THE BOARD

The company has the following committees of the board:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders’ Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Finance Committee

(g) Sales Committee

The details of the compositions, powers, roles, terms of reference, etc. of the said committees are provided in the corporate governance report, which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act 2013, the directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

(b) they 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 of the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a ‘going concern’ basis;

(e) they had 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) they had 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

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 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 shareholders of the company in the ensuing annual general meeting. The company has received certificate from each of them to the effect inter-alia, that if their appointment is ratified, it would be as per the terms provided under the Companies Act, 2013. The auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their audit report that may call for any explanation from the directors. Further, the notes to the financial statements referred to in the auditor’s report are self-explanatory.

Cost Audltors and Cost Audit Report

In terms of the provisions of section 148 of the Companies Act, 2013 read with rules framed thereunder, M/s. K. G. Goyal & Associates, Cost Accountants, were appointed as cost auditors for conducting cost audit of cost records for the financial year 2016-2017. The remuneration of cost auditors has been approved by the board on the recommendation of audit committee. The requisite resolution for ratification of remuneration of cost auditors by members of the company has been set out in the notice of ensuing annual general meeting. The cost audit report for the financial year 2015-16, issued by M/s. K. G. Goyal & Associates, Cost Auditors, was filed with the ministry of corporate affairs (MCA) on October 24,2016.

Secretarial Auditor and Secretarial Audit Report

As per the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit for the FY 2016-17 has been carried out by M/s. C. M. Bindal & Company, Company Secretaries & Corporate Consultant. The secretarial audit report submitted by them in the prescribed form (i.e. MR-3) is attached as ‘Annexure-i’ and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the secretarial auditors in the report issued by them for the FY 2016-17,which ca 11 for any explanation from the board.

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

Pursuant to the provisions of section 134 of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached as ‘Annexure-J’ to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

Disclosure as required under the provisions of 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 provided upon request. As per first proviso to section 136(1) of the Companies Act 2013, the annual report excluding the aforesaid information is being sent to the members and others entitled thereto. The said information is available for inspection by the members at the registered office of the company during business hours on working days of the company up to the date of ensuing annual general meeting. Any member interested in obtaining a copy thereof, may also write to the company secretary of the company.

INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Pursuant to provision of section 124(6) of the Companies Act, 2013 (the “Act”) and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the “Rules”), as amended from time to time, all shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the company in the name of the Investor Education and Protection Fund (IEPF) Authority. However, the transfer of shares, due for transfer to IEPF Authority, has not yet been implemented/ completed due to withdrawal of General Circular No.03/2017 dated 27.04.2017 regarding “Transfer of Shares to IEPF Authority” by the Ministry of Corporate Affairs on 16.05.2017. The corresponding shares shall be transferred to IEPF Authority byway of corporate action by the due date or such other date as may be extended and as per the procedures stipulated in the Rules, as amended from time to time.

BUSI NESS RESPONSI Bl LITY REPORT (BRR)

As the company is not covered within top 500 listed entities as on March 31,2017 as per the Listing Regulations, the BRR is not included in this Report.

OTHER DISCLOSURES

The directors confirm that during the FY2016-17,

(a) the company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and company’s operations in future.

(b) the company has not received any complaint regarding sexual harassment in terms of the provisions of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013’. The company has in place a defined policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013. The policy covers all employees with no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, social origin, sexual orientation or age. The company also has an internal committee (which includes a woman member also) to monitor the behavior of all employees and to redress complaints received.

(c) neither the managing director nor the whole-time directors of the company receive any remuneration or commission from any of its subsidiary/associate/joint venture.

(d) the statutory auditors or cost auditors or secretarial auditors of the company have not reported any frauds to the audit committee or to the board under the provisions of section 143(12) of the Companies Act, 2013, including rules made thereunder.

(e) the company maintained healthy, cordial and harmonious industrial relations at all levels.

ACKNOWLEDGMENTS

The board places on record its deep gratitude to the Central Government, State Governments, Tax Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Power, Ministry of Finance, Customs and Excise Departments, State Electricity Boards, SEBI, BSE, NSE, Depositories and other connected authorities/departments, for the kind support extended to the company. The board also wishes to place on record its sincere thanks and appreciation to investors, vendors, dealers, business associates and employees for the continuing support and unstinting efforts in ensuring a strong operational performance.

For and on behalf of the Board of Directors

Ishwar Chand Agarwal

Chairman

DIN: 00011152

Jaipur, August 11,2017


Mar 31, 2016

Dear Shareholders,

Your Directors have pleasure in presenting the 24th Annual Report together with the audited financial statement of the Company
for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2016 is as under:

(Rs. in lacs, except per share data)

Standalone Consolidated

Particulars Year ended Year ended Year ended
March
31, 2015 March
31, 2016 March
31, 2016

Revenue from
operations
(gross) 92393.53 86923.96 86923.96

Total income
from operations
(net) 92736.47 87179.22 87179.22

Total expenses
(excluding interest,
depreciation and
amortization) 79221.02 73338.12 73338.12

Earnings before
interest,
depreciation and
amortization 13515.45 13841.10 13841.10

Less: Interest,
depreciation and
amortization
expenses 4933.29 4286.61 4286.61

Profit before
exceptional and
extraordinary items 8582.16 9554.49 9554.49

Add/(Less):
Exceptional items (1743.58) 235.86 235.86

Profit before tax
and extraordinary
items 6838.58 9790.35 9790.35

Add/(Less):
Extraordinary items 240.86 - -

Profit before tax 7079.44 9790.35 9790.35

(Less): Tax expenses
(including MAT credit) (1767.10) (1945.29) (1945.29)

Profit after tax (PAT) 5312.34 7845.06 7850.50

Earnings per share
(after extraordinary
items) (Basic) (Rs.) 2.07 3.06 3.06

Earnings per share
(after extraordinary
items) (Diluted) (Rs.) 2.06 3.04 3.04

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

Your Company performed well in Financial Year (FY) 2015-16 with a highest ever made operating profit and net profit. Your Company
demonstrated a strong financial performance on the back of financial discipline, domain proficiency and in-house innovation
capabilities.

The key performance highlights are as under:

- The revenue from operations decreased by 5.92% to Rs.86923.96 lacs from Rs.92393.53 lacs reported in the previous year.
However, post adjustment of power backup solutions business (discontinued with effect from April 01, 2015), the revenue from
operations (''Adjusted Sales'') increased by 5.77% to Rs.86923.96 lacs from Rs.82184.70 lacs in the previous year. This was the
result of our increased market share in the arena of smart metering and power infrastructure on the strength of our in-house
innovation and engineering capabilities with constant cost discipline. The present government''s increased thrust on revival of
power utilities/discoms through smart grid and smart metering, mainly to improve their financial health by stoppage of power
transmission and distribution losses, has helped the Company in increasing its market share in the arena of smart metering and
power infrastructure.

- Earnings before interest, tax, depreciation and amortization (Operating Profit) increased by 2.41% to Rs.13841.10 lacs from

Rs.13515.45 lacs in previous year, as a result of the higher adjusted sales, improved cost discipline and effective material
management.

- Finance cost reduced to Rs.2887.51 lacs from Rs.3323.93 lacs in the previous year on account of effective utilization of
available funds and reduction in the higher-cost debts. Further, the gross debts decreased by 35% to Rs.23303.88 lacs from
Rs.36056.65 lacs in the previous year.

- Profit before exceptional and extraordinary items raised by 11% to Rs.9554.49 lacs from Rs.8582.16 lacs in the previous year.

- Exceptional items of Rs.235.86 lacs for the year ended March 31, 2016 represent gain on disposal of its power backup solutions
business. Exceptional items of Rs.1743.58 lacs for the year ended March 31, 2015 pertain to provision for diminution in value of
investment in Genus SA Brazil. In the best interest of the Company in longer perspective, the Board of Directors of the Company
has approved the disinvestment through transfer by way of sale of shares of the joint venture namely Genus S.A., Brazil or
disinvestment through other legitimate procedures/ways involving write-off of the investment (or financial commitment) of
Rs.1743.58 lacs in ''Genus SA'', Brazil from the books of accounts of the Company under automatic route/general permission of the
Reserve Bank of India as per Regulation 16 and Regulation 16(1A) of FEMA 120, amended/inserted in the Foreign Exchange


Management (Transfer or Issue of Any Foreign Security) (Amendment) Regulations 2004 vide the Foreign Exchange Management
(Transfer or Issue of any Foreign Security) (Fourth Amendment) Regulations, 2013 (Notification No.277/2013-RB dated May 08,
2013).

- Extraordinary items during the year ended March 31, 2015 amounting to Rs. 240.86 lacs relates to relief received from IOCL
through RIICO Limited against damages claimed by the Company towards IOCL fire accident in year 2009.

- Net profit increased by 47.68% to Rs.7845.06 lacs from Rs.5312.34 lacs in the previous year mainly due to reduction in finance
cost, gain on disposal of its power backup solutions business and due to provision for diminution in value of investment in Genus
SA Brazil in the previous year.

- Earnings per share (Basic) (after extraordinary items) for the year ended March 31, 2016 stood at Rs.3.06. Earnings per share
(diluted) (after extraordinary items) for the year ended March 31, 2016 stood at Rs.3.04.

- The Company has written-off liquidated damages and bad debts of Rs.1351.99 lacs, which mainly represented liquidated damages
and deductions by indenting agencies as per the terms of the contracts of supplies.

- Net worth of the Company as at March 31, 2016 climbed to Rs.65659.76 lacs from Rs.48431.25 lacs as at March 31, 2015. During
the year under review, Genus Shareholders'' Trust has sold 2,00,00,000 equity shares of the Company and in line with the purpose
of the trust, remitted the proceeds to the Company. The surplus arising on such distribution of Rs.10051.55 lacs and the amounts
received towards dividend on shares of the Company held by the trust of Rs.95.00 lacs have been recognized directly in the
reserves as such amounts have arisen on shares of the Company.

- Debt-to-equity ratio is 0.35 as against 0.74 in the previous year.

For concentrating on core areas of bigger potentials, the Company had entered into an agreement with Genus Innovation Limited on
February 17, 2015, for disposal of its power backup solutions business and complete range of Inverters/UPS, Solar PCU and
Batteries with effect from April 1, 2015. The Company has completed the transaction and such transaction has resulted in a gain
of Rs.235.86 lacs which has been disclosed as exceptional item. The income and expenses in respect of the activities attributable
to above discontinued operations included in the working results are as follows:

(Rs. in lacs)

Particulars For Year ended
March 31, 2015 For Year ended
March 31, 2016

Total income 10208.83 -

Total expenses 9971.63 -

Profit before tax 237.20 -

Tax expenses 49.81 -

Profit after tax 187.39 -

The carrying amount related to above business is as follows: (Rs. in lacs)

Particulars As at March 31, 2015 As at March 31, 2016

Total assets 5127.37 -

Total liabilities 445.23 -

Net assets 4682.14 -

OPERATIONS AND BUSINESS PERFORMANCE

The operational and business performances of the Company have been appropriately described in the report on ''Management
Discussion and Analysis'', which form part of the Directors'' Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review, there was no change in the nature of business of the Company.

DIVIDEND

Your Company is gratifying the shareholders by way of consecutive cash dividends considering its consistent financial performance
and promising future prospects while retaining capital to support future growth. In view of the strong financial performance of
the Company and in continuance of the earlier trend of dividends, your Directors have recommended a dividend of Re.0.25 (i.e.
25%) per equity share on equity shares of the face value of Re.1 each for the financial year ended March 31, 2016 (Last Year: 20%
i.e. Re.0.20 per equity share of face value of Re.1 each). The proposed dividend of 25%, if approved by the members at the
forthcoming Annual General Meeting, will result in the outflow of Rs.642.02 lacs in addition to Rs.130.70 lacs by way dividend
distribution tax. The dividend distribution policy has been formulated by the Company, which is available on the website of the
Company.

SHARE CAPITAL

The paid up equity share capital of the Company has increased to Rs.2568.08 lacs consisting of 25,68,07,850 equity shares of Re.1
each from Rs.2566.61 lacs consisting of 25,66,60,921 equity shares of Re.1 each, post exercise of employee stock options during
the FY 2015-16. During the year under review, the Company issued 1,46,929 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 issued sweat equity shares.

TRANSFER TO RESERVES

During the year under review, Genus Shareholders'' Trust (the ''Trust'') has sold 2,00,00,000 equity shares of the Company and in
line with the purpose of the Trust, remitted the proceeds to the Company. The surplus arising on such distribution of Rs.10051.55
lacs and the amounts received towards dividend on shares of the Company held by the Trust of Rs.95.00 lacs have been recognized
directly in the General Reserve as such amounts have arisen on shares of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments made by the Company during the year which are covered under section 186 of the Companies Act,
2013 form part of the financial statements provided in the Annual Report.

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

Your Company has introduced the Employees'' Stock Option Scheme- 2012 (ESOS-2012) (''ESOP Scheme'') to enable its employees to take
part in the Company''s future growth and financial discipline. Your Company rewards its employees through Stock Options for
participating in significant decision making and inspiring long-term commitment towards future growth of the Company. The ESOP
Scheme also enabled the Company to hire and retain the best talent for its senior management and key positions.

The ESOP Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors of the Company, in
accordance with the applicable SEBI Guidelines/Regulations.

The applicable disclosures as stipulated under the SEBI Guidelines/Regulations as on March 31, 2016 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. Voting rights on the
shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

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

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

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end
of the financial year of the Company and the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2016, the Company has no subsidiary company. During the year under review, no company has become or ceased to be
an associate or subsidiary of the Company.

However, the Board of Directors of the Company has approved the disinvestment through transfer by way of sale of shares of the
joint venture namely Genus S.A., Brazil or disinvestment through other legitimate procedures/ways involving write-off of the
investment (or financial commitment) in ''Genus SA'', Brazil from the books of accounts of the Company under automatic
route/general permission of the Reserve Bank of India as per Regulation 16 and Regulation 16(1A) of FEMA 120, amended/inserted in
the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) (Amendment) Regulations 2004 vide the Foreign
Exchange Management (Transfer or Issue of any Foreign Security) (Fourth Amendment) Regulations, 2013 (Notification No.277/2013-RB
dated May 08, 2013).

As on March 31, 2016, the Company has the following associates:

1. Genentech Mega Food Park Private Limited; and

2. M.K.J. Manufacturing Pvt. Ltd.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing performance & salient features of
the financial statements of Company''s subsidiaries/associate/joint venture companies in the prescribed Form AOC-1 is attached as
''Annexure-A-1'' to this Report.

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

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with the
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the audited consolidated financial statement is provided
in the Annual Report.

A statement containing the salient feature of the financial statements of each of the subsidiary/associates/joint venture in the
prescribed Form AOC-1 is attached as ''Annexure-A-1'' to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the subsidiary/associates/joint venture companies
are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the
copy of the financial statements of its subsidiary/associates/joint venture companies to the shareholders upon their request. The
statements are also available on the website of the Company ''www.genuspower.com''/ ''www.genus.in''. The consolidated net profit of
the Company and its subsidiary/ associates/joint venture companies amounted to Rs.7850.50 lacs for the financial year under
review.

CONTRACTS AND ARRANGEMENTS 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 were 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://genuspower.com/pdf/ Related%20Party%20Transaction%20Policy_0.pdf". For
further details, please refer to Note 40 to the standalone financial statement, which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company has established Corporate Social Responsibility (CSR) Committee. The 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://genuspower.com/pdf/ CSR%20Policy_Genus.pdf".

During the year under review, the Company has spent Rs.116.98 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 statutory disclosures with respect to
the CSR Committee and an Annual Report on CSR activities form part of this Report as ''Annexure-B''.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS

Your Directors have 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, Risk Management Policy and
Internal Financial Control Systems are set out in the report on ''Management Discussion and Analysis'' and the ''Report on Corporate
Governance'', forming part of this report.

INSURANCE

During the year under review, the Company''s assets and projects were adequately insured against various risks such as fire,
earthquake, storm, tempest, flood, inundation, riot, strike, malicious damage, etc. Some of the key insurance policies, taken by
the Company are as follows:

- ''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 coverage like disability cover, permanent disability
cover and death cover due to accident.

CREDIT RATING

During the year under review, India Ratings & Research Private Limited (Ind-Ra) has upgraded the ratings of the Company, as
follow:- - Long-Term Issuer Rating : ''IND A''; Outlook ''Stable''

- INR 2,280m fund-based Limits : ''IND A/Stable'' and ''IND A1''

- INR 6,530m non-fund based Limits : ''IND A / Stable'' and ''IND A1'' The Outlook is Stable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Code of Conduct of the board of directors and
senior management of the Company on annual basis, pursuant to Regulation 26(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Code of Conduct is also placed on Company''s website, ''www.genuspower.com'' / ''www.genus.in''.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance and is adhering to highest standards of corporate
governance. A detailed report on corporate governance, which forms part of this Report, is set out as ''Annexure-D'' together with
Certificate of the Auditors of the Company regarding compliance with the provisions of Corporate Governance as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

WHISTLEBLOWER POLICY AND VIGILANCE MECHANISM

Your Company has established a Whistleblower Policy and Vigilance Mechanism for its directors and employees to report genuine
concern of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. Appropriate actions are
taken against the 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 functioning of the vigil mechanism is reviewed by the Audit Committee from time to
time. During the year under review, no whistle blower was denied access to the Audit Committee. The Whistleblower Policy and
Vigilance Mechanism can be accessed on the Company''s website at the link –"http://genuspower.com/pdf/Whistle%20
Blower%20Policy%20and%20Vigil%20Mechanism_0.pdf".

PREVENTION OF INSIDER TRADING

Based on the requirements under the SEBI (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 code of conduct for regulating, monitoring and reporting of trading by insiders ("the Code"), has been adopted by
the Board of Directors of the Company with effect from May 15, 2015. The objective of this Code is to protect the interest of
bona fide investors at large.

The Code prohibits the insider to trade in securities, when in possession of unpublished price sensitive information and during
the period when the Trading Window is closed. However, an insider is entitled to formulate a trading plan for dealing in
securities of the Company in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and present
it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in
accordance with such plan and the applicable SEBI Regulations.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with rule 12 of the
Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2016 forms part of this
report as ''Annexure-E''.

DIRECTORS

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

Mr. Satya Narayan Vijayvergiya, who was appointed as an Executive Director of the Company with effect from November 14, 2014,
resigned with effect from December 03, 2015 and Mr. Naveen Gupta, who was appointed as an Independent Director of the Company
with effect from April 01, 2014, resigned with effect from February 03, 2016. The Board of Directors of your Company, places on
record their deep appreciation to Mr. Satya Narayan Vijayvergiya and Mr. Naveen Gupta, and wishes them a good career in their
future endeavours. The members at its Meeting held on September 26, 2015 appointed Smt. Sharmila Agarwal, Additional Director of
the Company as Woman Director of the Company.

Further the Board has approved the re-appointment of Shri 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, 2016 on remuneration and such other terms and
conditions mentioned in the notice of Annual General Meeting, subject to consent of shareholders in general meeting.

The Company has received the declarations from all Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under section 149(6) of the Companies Act, 2013.

Familiarization programmes

During the financial year, your Company had conducted various sessions to familiarize Independent Directors with the Company,
their roles, rights & responsibilities in the Company, nature of industry, business model, risk management system and technology
adopted in the Company. Further, the Directors are encouraged to attend the training programmes being organized by various
regulators/bodies/ institutions on above matters. The details of such familiarization

programmes are uploaded on the website of the Company at the link:

- "http://genuspower.com/pdf/Familarisation%20Programme. pdf"; and

- "http://genuspower.com/pdf/Details%20of%20Familiarisation %20Programmes_.pdf".

Policy on directors'' appointment and remuneration and other details

In terms of the provisions of Section 134(3)(e) read with sub-section (1) of section 178 of the Companies Act, 2013, the
following policies/documents of the Company relating to directors'' appointment and remuneration, are annexed herewith:

(a) Policy for selection of Directors and determining Directors independence (Criteria for Board Membership) (as ''Annexure-F'').

(b) Remuneration Policy for Directors, Key Managerial Personnel and other employees (as ''Annexure-G'').

For further details relating to directors, please refer to the report on Corporate Governance, which forms part of this Report.

BOARD EVALUATION

The Board of Directors of the Company is the core of the corporate governance practices. The Board is ultimately responsible for
ensuring compliance of various applicable laws in the best interests of stakeholders. Board behavior and effectiveness are of the
utmost importance for the overall growth of a Company and also to protect the long term interests of all its stakeholders. The
investors repose confidence on the Board of Directors as their representatives for conducting and monitoring the affairs of the
company. Hence, the regular Board evaluations is the core driver to achieve business targets while implementing the best
corporate governance practices in the Company.

The Nomination and Remuneration Committee of the Board of Directors of the Company had laid down criteria for performance
evaluation of Directors, Chairperson, Board Level Committees and Board as a whole and also the evaluation process for the same.
Genus''s Board evaluation process comprise of both assessment and review. This includes analysis of how the Board and its
Committees are functioning, the time spent by the Board considering matters and whether the terms of reference of the Board''s
committees have been met, besides compliance of the applicable laws.

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act,
2013, the Board has carried out a formal annual evaluation of its own performance, the working of its Committees and individual
Directors (without participation of the relevant Director). The Nomination and Remuneration Committee also reviewed the
performance of the individual directors (without participation of the relevant Director). 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.

Board Evaluation Process

Each director was given a copy of the form for assessing the overall performance of Board / Committees / Directors / Chairperson,
as the case may be, sufficiently in advance. The forms, which included a set of questions, contained a rating mechanism or
subjective questions, which were analysed by the Nomination & Remuneration Committee. The Nomination & Remuneration Committee
compiled the feedback and comments in the evaluation forms and appropriately reviewed the same. Thereafter the consolidated
feedback and comments along with its recommendation placed before the Board. After the completion of evaluation, directors were
encouraged to formally recognize the results and enable follow-up activities. Follow up included developing a plan of action for
addressing points that arise from the discussion and assigning follow-up responsibilities.

KEY MANAGERIAL PERSONNEL

Mr. Rajendra Kumar Agarwal, Managing Director & Chief Executive Officer (MD & CEO), Mr. Jitendra Kumar Agarwal, Joint Managing
Director (JMD), Mr. Rakesh Kumar Agarwal, Chief Financial Officer (CFO) and Mr. Ankit Jhanjhari, Company Secretary (CS) of the
Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

The Company has the following Committees of the Board:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders'' Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Finance Committee

(g) Sales Committee

During the year under review, the Board dissolved the Restructuring Committee as the Committee accomplished its task.

The details with respect to the compositions, powers, roles, terms of reference, etc. of the above committees are given in the
report on Corporate Governance, 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, 2016, 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, 2016 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

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 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 shareholders of the Company. The Company has received a letter from each of 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.

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 2015-2016.

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, secretarial audit of the Company for the financial year ended March 31, 2016 has been carried out by M/s.
C. M. Bindal & Company, Company Secretaries & Corporate Consultant and its report is annexed herewith as ''Annexure-H''. The
report of secretarial auditors does not contain any qualification, reservation or adverse remark.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be
disclosed in terms of Section 134(3)(m) of the Companies Act, 2013, read with rule (8)(3) of the Companies (Accounts) Rules,
2014, are provided in ''Annexure-I'' to this Report.


PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

Information as required under the provisions of 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 provided upon
request. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Annual Report excluding
the aforesaid information is being sent to the Shareholders and others entitled thereto. The said information is available for
inspection by the Shareholders 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.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Notification
dated December 22, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental,
social and governance perspective is attached as ''Annexure-J'' to this Report.

OTHER DISCLOSURES

Your Directors state that during the year under review:

(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) there were no cases filed pursuant to the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place a defined policy in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Your Company has also set up an internal committee (which includes a woman
member also) to monitor the behavior of all employees at work place and to redress complaints received regarding sexual
harassment.

(c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of
its subsidiary/associate/joint venture.

ACKNOWLEDGEMENTS

The Board places on record, their deep sense of appreciation to all the staff for their unrelenting dedication and working
spirit. The Board also immensely thanks all the shareholders, vendors, service providers, bankers and all other stakeholders for
their continued support to the Company during the year under review. Your Directors would like to make a special mention of the
support extended by the Government of India, State Governments and its agencies, Tax Authorities, Reserve Bank of India, Ministry
of Corporate Affairs, Ministry of Power, Ministry of Finance, Customs and Excise Departments, State Electricity Boards, SEBI,
BSE, NSE, Depositories and other connected authorities/ departments, and look forward to their continued support in all future
endeavors.

For and on behalf of the Board of Directors

Ishwar Chand Agarwal

Chairman

DIN: 00011152

Jaipur, July 29, 2016


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, 2011

TO THE MEMBERS,

The Directors have pleasure in presenting the 19th Annual Report of the Company together with Audited Accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS

The financial highlights of the Company, for the year ended March 31, 2011 are summarized below:

(Rs. in Lacs) Year ended Year ended Particulars March 31, 2011 March 31, 2010

Income from Operations (Gross) 72,261.20 66,322.97

Earning before interest, deprec -iation & amortization 10,514.78 9,637.15

Profit before Taxation 6,926.16 5,610.83

Profit after Taxation 5,477.02 4,719.76

Add/(Less): Extraordinary Items 631.07 (2,081.15)

Net Profit after Extraordinary Items 6,108.09 2,638.61

Add: Balance brought forward from previous year 11,085.49 9,666.25

Amount available for appropriations 17,193.58 12,304.86

Appropriated as under:

Dividend on Equity Shares 151.91 147.91

Dividend on 10% Redeemable Preference Shares N.A. 39.59

Dividend Tax 25.82 31.87

Debts/Debentures Redemption Reserve - 1,000.00

Balance retained in Profit and Loss Account 17,015.85 11,085.49

REVIEW OF FINANCIAL PERFORMANCE

During the year under review, the Company witnessed a steady and sequential growth in its revenue and profits on the back of the focused business strategy, integrated approach to enterprise solutions, world class facilities and full-fledged in-house R&D lab.

During the year under review, the Company's income from operations reflected 9% growth, which increased to Rs.72,261.20 lacs during the year under review from Rs.66,322.97 lacs in the previous year. This was mainly attributed to successful business strategies like continuous extension & upgradation of its products/services portfolio, diversification, in-house R&D lab, setup of manufacturing facilities in tax holiday zone etc., adopted by the Company during preceding years.

Exports sales including deemed exports declined to Rs.2,913.77 lacs during the year under review from Rs.4,067.71 lacs in previous year due to lower execution of deemed export projects/supplies.

The operating profit (EBITDA) for the year under review grew by 9% to Rs.10,514.78 lacs from Rs.9,637.15 lacs in previous year. The EBITDA margin was slightly improved from 14.53% to 14.55% mainly due to continued focus on higher margin products business.

The profit after tax (PAT) augmented by 16% to Rs.5,477.02 lacs during the year under review from Rs.4,719.76 lacs in the previous year.

The basic earnings per share (EPS) (before extraordinary items) for the year ended March 31, 2011 was Rs.3.69 as against Rs.3.16 in the previous year. The EPS (after extraordinary items) for the year ended March 31, 2011 was Rs.4.11 as against Rs.1.75 in the previous year.

The net worth of the Company increased to Rs.37018.21 lacs at the end of FY 2010-11 from Rs.29,894.80 lacs at the end of FY 2009-10.

The book value per share having face value of Re.1/- increased to Rs.24.37 as at 31.03.2011 from Rs.20.21 as at 31.03.2010.

The employees cost increased to Rs.4,096.55 lacs from Rs.2,950.15 lacs mainly due to increased induction of talented and experienced persons in the industry, visualizing the tremendous business opportunities in the power transmission and distribution sector in the country and increased labour cost owing to higher execution of metering solutions' orders during the year under review.

Manufacturing and other operating expenses increased to Rs.1,673.20 lacs from Rs.1,263.83 lacs due to higher sales volume and increased expenditure on the research & development activity.

Interest and finance cost decreased to Rs.2,786.70 lacs from Rs.3,222.36 lacs on account of reshuffling of credit facilities to enjoy lower interest rates & bank charges and better management of funds.

During the year under review, the Company has written off book debts of Rs.803.01 lacs, which mainly represent various deductions made by indenting agencies, pursuant to the terms of supplies.

The debts gearing of the Company was at 0.71 times as at the end of the financial year 2010-11 due to better management of the available resources.

DIVIDEND

The Board of Directors recommends for your approval, 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) aggregating to Rs.151.91 lacs for the year ended March 31, 2011 (Previous Year: 10% i.e. Re.1.00 per equity share of face value of Rs.10/- each aggregating to Rs.147.91 lacs).

ISSUE OF SECURITIES AND SHARE CAPITAL

(i) Split of Equity Shares:

During the year under review, the Company has splitted/sub-divided its equity shares of the face value of Rs.10/- each into ten equity shares of face value of Re.1/- each in order to improve the liquidity of the Company's shares in the stock market and to make it affordable to the small investors to purchase the equity shares of the Company. On account of split of shares, the ISIN of the Company has been changed from INE955D01011 to INE955D01029 w.e.f. 14th October, 2010.

(ii) Conversion of Warrants:

During the year under review, out of 1,10,00,000 (restated on account of split of shares) convertible warrants issued to one of the promoters of the Company, 40,00,000 warrants were converted into 40,00,000 fully paid-up equity share of Re.1/- each at a price of Rs.19/- per equity share including a premium of Rs.18/- per share on 11th February, 2011. The aforesaid equity shares rank pari passu in all respects with the existing equity shares of the Company.

MAJOR EVENTS

The Company is setting up a new manufacturing unit at Ramchandrapura, RIICO Industrial Area, (Sitapura Extension), Jaipur with a view to shift its existing Jaipur manufacturing facility from SPL-3, RIICO Industrial Area, Sitapura, Jaipur to the said new facility. With the shifting of the manufacturing facilities to Ramchandrapura, the existing unit will be used for the administrative work and R&D activities of the Company.

During the year under review, the Company has also purchased a unit situated at SPL-2A, RIICO Industrial Area, Sitapura, Jaipur in order to strengthen the process of backward integration to expand and modernize its tool room which is an important segment in the manufacturing process of the Company's products.

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 and rules made thereunder.

INSURANCE

All properties and insurable assets of the Company, including building, plant & machineries, stocks, office equipments, furniture & fixtures, etc. are adequately insured to the extent required. The assets of the Company are 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 operations due to exigencies.

During the year under review, the Company has received the insurance claim of Rs.6.31 crores (Net of Tax) (Gross Rs.7.88 crores) from the insurance company towards loss of assets in a massive fire/blast incident occurred on October 29, 2009. The Company has received Rs.14.18 crores as compensation/adhoc relief from IOCL through RIICO on account of the aforesaid blast/fire incident, against submission of Bank Guarantee as per the order/direction of Hon'ble Rajasthan High Court ('RHC'). The RHC has 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 and the same is under consideration of RHC. In view of above, the said adhoc relief is subject to final decision of Hon'ble Rajasthan High Court, hence it has not been charged to Revenue.

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 text of the Code of Conduct is displayed at Company's website 'www.genus.in'.

CORPORATE GOVERNANCE

The Company is fully dedicated to maintain the highest standards of corporate governance and complies with the requirements of corporate governance as stipulated under Clause 49 of the Listing Agreement. In accordance with the Clause 49 of the Listing Agreement, a report on Corporate Governance and a Certificate from Statutory Auditor of the Company regarding compliance of the requirements of Corporate Governance are annexed hereto. Pursuant to voluntary guidelines, the Company is examining possibility for carrying out secretarial audit.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the Clause 49 of the Listing Agreement, a detailed report on Management Discussion and Analysis (MDA) is annexed herewith.

CREDIT RATING

Fitch Ratings India Pvt. Limited ('Fitch') has affirmed the Company a rating of “F1(ind)” to its INR1bn commercial paper/short term debts programme. 'F1' indicates the strongest capacity for timely payment of financial commitments relative to other issuer or obligations in the same country. Under the agency's National Rating scale, this rating is assigned to the lowest default risk relative to others in the same country.

Fitch has also affirmed the Company National Long Term Rating of A-(ind)/“Stable” Outlook. '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.

GROUP

Pursuant to an intimation received from the Promoters, the names of the Promoters and entities comprising 'Group' as defined under the Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in the Annual Report as 'Annexure-II' for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

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. Ishwar Chand Agarwal, Mr. Giriraj Kishore Sharma, Mr. Jitendra Kumar Agarwal and Mr. Vishnu Todi, Directors, retire by rotation at the ensuing Annual General Meeting and, they being eligible, offer themselves for re-appointment.

(ii) Changes in the Composition of Directors:

Mr. Kailash Chandra Agarwal was appointed as an Additional Director of the Company at the Board meeting held on January 24, 2011 to hold the office till the date of ensuing Annual General Meeting. At the same meeting, he was also appointed as Joint Managing Director of the Company with effect from January 24, 2011 for a period of three years. He will be non-retiring Director till the time he continues as the Joint Managing Director of the Company. His appointment was also approved by the shareholders through resolutions passed by way of postal ballot on 06.04.2011. He is a non- independent and executive director of the Company.

Mr. Ishwar Chand Agarwal, Director resigned as Managing Director w.e.f. January 24, 2011 but continued as Director of the Company. He was appointed as Executive Chairman of the Company w.e.f. January 24, 2011 for a period of three years.

Mr. Rajendra Kumar Agarwal, Executive Director, has been re-designated as Chief Executive Officer of the Company w.e.f. January 24, 2011 for his remaining tenure being upto December 31, 2013.

Mr. Naveen Gupta was appointed as an Additional Director of the Company at the Board meeting held on 07th July, 2011 to hold the office as such till the date of ensuing Annual General Meeting. He being eligible is seeking appointment as Director of the Company at the ensuing Annual General Meeting. He will be an Independent and Non-Executive Director on the Board of the Company.

AUDITORS

In terms of provision of Section 224 of the Companies Act, 1956, 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. They being eligible, offer themselves for re-appointment. 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.

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. The auditors have submitted the Peer Review Certificate dated 6th January, 2010 issued to them by the Institute of Chartered Accountants of India (ICAI).

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 terms of 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 amount of dividends, which remained unpaid or unclaimed for a period of 7 years has been transferred 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 31st March, 2011 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;

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

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the confidence shown by the valued shareholders. Your Directors would also like to express their earnest gratitude for the effort, dedication and hard works put in by the employees and engineers/scientists of the Company and look forward the same in future. The Directors also gratefully acknowledge the continued backing and support given to the Company by the Banks, Financial Institutions, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Depositories, Government and Semi Government departments, Customers, Suppliers and Business Associates.

For and on behalf of the Board of Directors

ISHWAR CHAND AGARWAL Chairman

Jaipur, July 27, 2011


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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