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Genus Paper & Boards Ltd.

BSE: 538961 Sector: Industrials
NSE: GENUSPAPER ISIN Code: INE949P01018
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5.43

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5.43

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NSE 15:40 | 22 Sep 5.30 -0.10
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OPEN

5.45

HIGH

5.50

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OPEN 5.43
PREVIOUS CLOSE 5.35
VOLUME 42595
52-Week high 7.54
52-Week low 3.71
P/E 20.38
Mkt Cap.(Rs cr) 136
Buy Price 5.30
Buy Qty 406.00
Sell Price 5.45
Sell Qty 10000.00
OPEN 5.43
CLOSE 5.35
VOLUME 42595
52-Week high 7.54
52-Week low 3.71
P/E 20.38
Mkt Cap.(Rs cr) 136
Buy Price 5.30
Buy Qty 406.00
Sell Price 5.45
Sell Qty 10000.00

Genus Paper & Boards Ltd. (GENUSPAPER) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 5th Annual Report and AuditedFinancial Statements on the Accounts of the Company for the financial year ended 31stMarch 2016.

FINANCIAL HIGHLIGHTS

The highlights of financial statements of the company for the financial year 2015-16are given below:

(Amount in Lakh)
Particulars Current Year Previous Year
31.03.2016 31.03.2015
Net Sales / Revenue from Operations 31580.70 28861.41
Other Income 396.32 441.25
Finance Cost 627.80 617.83
Depreciation 1174.64 1018.10
Profit Before Tax 870.89 1428.62
Tax Expenses
-Current Tax 282.42 402.42
-Deferred Tax 99.69 65.79
Net Profit /(Loss) for the Year 474.97 960.41
Earnings Per Share (FV Re. 1/- each)
-Basic (In Rs.) 0.18 0.37
-Diluted (In Rs.) 0.18 0.37

OPERATIONS AND BUSINESS PERFORMANCE

The Company's Net Sales / Revenue from Operations during the year under review are Rs.31580.70 lakh as compared to Rs. 28861.41 lakh in previous year.

The Profit after Tax for the year is Rs. 474.97 lakh as compared to Rs. 960.41 lakh inprevious year.

RESERVES

During the Financial year 2015-16 the Company has proposed no amount to reserves.

DIVIDEND

To consolidate the future position of the Company and support the fund requirements tostimulate growth your Board of Directors regret their inability to recommend any dividendfor the year.

NATURE OF BUSINESS

The Company is engaged in the business of manufacturing of Kraft Paper and Steel Ingot.There was no change in the nature of business during the Financial Year 2015-16.

LISTING

The Company is pleased to inform the Members that the Stock Exchanges (BSE and NSE)have accorded their approval vide letters DCS/AMAL/LP/TRD/295/2014-15 dated 12.2.2015 andNSE/CML/28852 dated 12.2.2015 respectively for listing of 257125940 equity shares of Re1/- each of the Company. The trading in the shares of the company is permitted at StockExchanges (BSE & NSE) since February 16 2015. For more details about the scrip of thecompany please refer the Corporate Governance section of this Annual Report.

SUBSDIARIES

During the year under report Genus Prime Infra Limited (formerly known as GulshanChemfill Limited) (GPIL) direct subsidiary of the Company has ceased to be its subsidiaryw.e.f. 21.04.2015.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149152 and other applicable provisions if any of the CompaniesAct 2013 Mr. Ishwar Chand Agarwal (having DIN-00011152) Non Executive Chairman of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment in accordance with the provisions of the said Act.

Pursuant to Section 149(1) of the Companies Act 2013 the Board of Directors of theCompany had on 12th October 2015 appointed Mrs. Anu Sharma (DIN-07301904) asan Additional Director in the category of Non-Executive Independent Director who is WomanDirector on the Board w.e.f. 12th October 2015 to fill the casual vacancycaused by the resignation of Mrs. Richa Jasrapuria (DIN-02097581). Mrs. Anu Sharma shallhold office till the date of the ensuing Annual General Meeting of the Company and beingeligible offer herself for re-appointment. The Board of Directors in their meeting heldon 12th August 2016 has recommended to re-appoint Mrs. Anu Sharma as Non-ExecutiveIndependent Director within the meaning of Section 149 and 152 of the Companies Act 2013.

Mrs. Anu Sharma is a graduate in science and possesses sound experience in the field ofinsurance business management and planning.

Pursuant to the provisions of Sections 196 197 198 203 read with Schedule V andother applicable provisions if any of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) theboard had on 12 October 2015 appointed Mr. Surya Prakash Sinha (holding DIN No. 06530766)as Director of the Company (designated as Executive Director) upon terms and conditionsincluding remuneration as set out in the explanatory statement accompanying to the notice.

The Company has also received notices in writing from members signifying their/hisintention to propose Mrs. Anu Sharma and Mr. Surya Prakash Sinha as a candidature for theoffice of Director along with requisite deposit of Rupees One Lakh as required underSection 160 of the Companies Act 2013.

The Nomination and Remuneration Committee of the Board in its meeting held on 12thAugust 2016 has considered and recommended the aforesaid re-appointments of Mrs. AnuSharma and Mr. Surya Prakash Sinha to the Board for their approval.

The Board has considered that the presence of Mrs. Anu Sharma Mr. Surya Prakash Sinhaand Mr. Ishwar Chand Agarwal as Directors on the Board would be immense benefit to theCompany and has decided to recommend their appointment /reappointment for the approval ofmembers of the Company at the ensuing general meeting of the company.

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

Pursuant to the provisions of Section 203 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) the board had by passing a resolution by circulation on 17thNovember 2015 appointed Mr. Anuj Ahluwalia (holding M No. ACS-35628) as the CompanySecretary of the Company with effect from 16th November 2015 to fill thecasual vacancy being caused by Mr. Ankit Agarwal.

DECLARATION FROM INDEPENDENT DIRECTORS

As provided under Section 149 (7) of the Companies Act 2013 All Independent Directorsof the Company viz. Mr. Rameshwar Pareek Mr. Udit Agarwal Mr. Bhairon Singh Solanki andMr. Rajendra Aggarwal have made declaration to the effect that they meet the criteria ofindependence as stipulated under Section 149(6) of the Act and Regulation 16(1) (b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of the Company in pursuant to clause (c) of sub section (3) of Section134 of the Companies Act 2013 hereby confirm that:

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

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

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

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

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

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

DEPOSITS

During the Financial Year 2015-16 Ihe Company has not invited accepted or renewed anydeposits covered under Chapter V of the Companies Act 2013 and there is no outstandingamount of deposits at the end of the financial year.

AUDITORS AND AUDITORS' REPORT

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

Statutory Auditors

At the Annual General Meeting of the Company held on 26th September 2015M/s D. Khanna & Associates Chartered Accountants Firm Jaipur (ICAI FirmRegistration No-012917N) were reappointed as the Statutory Auditors of the Company for aperiod of 5 years which is subject to annual ratification by the members of the Company interms of Section 139 of the Companies Act 201 3 read with the Companies (Audit andAuditors) Rules 2014. The members may ratify the appointment of M/s D. Khanna &Associates Chartered Accountants Firm Jaipur (ICAI Firm Registration No-012917N) as theStatutory Auditors of the Company for the financial year 2016-17.

The observations of the Auditors and the relevant notes on the accounts areself-explanatory and therefore do not call for any further comments.

Secretarial Auditors

M/s C. M. Bindal & Company Company Secretaries Jaipur a very eminent CorporateConsultant having more than 27 years experience of rending professional services toseveral eminent companies including Central PSUs and Banks were re-appointed asSecretarial Auditors of the Company to conduct the secretarial audit for the financialyear ended March 31 2016 and to give their report thereon.

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport of M/s C. M. Bindal & Company Company Secretaries Jaipur for the financialyear 2015-16 is annexed to this report as Annexure-I.

The said Secretarial Audit Report has no qualification reservation or adverse remarksand it is self explanatory. Thus there is no need to give any explanation or comment bythe Board.

Cost Auditors

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

M/s M. K. Singhal & Co. Cost Accountants Modinagar (FRN-00074) who has giventheir consent vide their letter dated 15.5.2016 being eligible offer themselves for there-appointment as Cost Auditors of the Company.

In terms of Section 148 of the Companies Act 2013 and Rule 6 of the Companies (CostRecords and Audit) Rules 2014 the Board has on 12.8.2016 on the recommendation of theAudit Committee ratify the appointment of M/s M. K. Singhal & Co. Cost Accountant(FRN-00074) as the Cost Auditors to conduct the Cost Audit of the Steel Plant of theCompany for the financial year 2016-17 and to give their audit report thereon.

The Board has also approved on the recommendation of the Audit Committee of the Boardsof Directors that the remuneration of Rs. 60000/- plus traveling lodging and boardingexpenses be paid to the Cost Auditors to conduct the cost audit of Steel Plant of theCompany for the financial year 2016-17 subject to the ratification by the members at theensuing annual general meeting.

The Board recommends the appointment of M/s M. K. Singhal & Co. Cost Accountant(FRN-00074) for FY 2016-17 at a remuneration of Rs. 60000/- plus traveling lodging andboarding expenses for the ratification by the members at the ensuing annual generalmeeting.

The Cost Audit Report for the financial year 2015-16 in respect of the Kraft Paper& Steel Ingot prescribed under Cost Audit Rules 2014 is due to be filed with MCA onor before 30.09.2016 (being within 180 days from the end of reporting year).

Internal Auditors

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

CORPORATE SOCIAL RESPONSIBILITY POLICY

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

During the year the Company has spent Rs.2287359.37/- (Rupees Twenty Two Lakh EightySeven Thousand Three Hundred Fifty Nine and Thirty Seven Paise) (2%) of the average netprofits of last three years on CSR activities.

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

RISK MANAGEMENT POLICY

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

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

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

CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR / WHOLE TIME DIRECTORS

The Nomination and Remuneration Committee shall identify persons of integrity whopossess relevant expertise and experience particularly in Paper Industry leadershipqualities required for the position and shall take into consideration recommendation ifany received from any member of the Board.

REMUNERATION POLICY

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

PERFORMANCE EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Companies Act 2013 and Regulation 19 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Nominationand Remuneration Committee has laid down the criteria for evaluation of individualDirectors the Board as a whole. Based on the criteria the exercise of evaluation wascarried out through as structured process covering various aspects of the Boardfunctioning such as composition of Board and Committees experience and expertiseperformance of specific duties and obligation governance and compliance issuesattendance contribution at meeting etc.

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

The Directors expressed their satisfaction with the evaluation.

DISCLOSURES:

NUMBER OF BOARD MEETINGS

During Ihe financial year 2015-16 the Board of Directors of the Company met 6 (Six)times on 30/05/2015 14/08/2015 26/09/2015 12/10/2015 14/11/2015 11/02/2016.

AUDIT COMMITTEE

The Company has a qualified and independent Audit Committee reconstituted on18.7.2014.The Composition of the Committee is given below:

Name of the Member Category Status
Mr. Udit Agarwal Independent Non Executive Director Chairman
Mr. Rameshwar Pareek Independent Non Executive Director Member
Mr. Bhairon Singh Solanki Independent Non Executive Director Member
Mr. Kailash Chandra Agarwal Executive Promoter Director Member

During the financial year 2015-16 the Audit Committee met 5 (Five) times on30/05/2015 14/08/2015 26/09/2015 09/11/2015 11/02/2016. All recommendations of AuditCommittee were accepted by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEM ENTS WITH RELATED PARTIES

The particulars of contracts or arrangement with related parties referred to in Section188 of the Companies Act 2013 in the prescribed form AOC-2 are disclosed in Annexure -IIIand forms part of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

PARTICULARS OF DIRECTORS AND EMPLOYEES

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

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the extract of Annual Return as on March312016 in the prescribed Form No. MGT-9 is attached herewith as Annexure-IV and formspart of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules2014 the particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo have been given in the prescribed form in Annexure-V to thisreport.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURTS OR TRIBUNALS

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

MATERIAL CHANGES AND COMMITMENTS

Due to loss on sale of investment the Company has incurred a downfall in the profit ofthe Company in the financial year ended on 31st March 2016 as compared toprevious year profit as on 31st March 2015.

CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE

As provided under Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed compliance report on corporate governance isgiven in a separate section and forms an integral part to this Annual Report. Therequisite certificate from Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) Part B Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a report on management discussion and analysisis given in a separate section and forms an integral part to this Annual Report.

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

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The company has devised a vigil mechanism for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of thecompany's code of conduct or ethics policy. This mechanism provides for adequatesafeguards against victimization of director(s) / employee(s) who avail of the mechanismand also provides for direct access to the Chairman of the Audit Committee in exceptionalcases.

During the financial year 2015-16 there were no instances of unethical behaviourfraud or violation of the company's code of conduct or ethics policy and no personnel havebeen denied access to the audit committee.

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

INSURANCE

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the assistance andcooperation extended by company's shareholders suppliers dealers business partnersbankers and financial institutions Central and State Government and others associatedwith the Company. Your Directors also wish to place on record their deep appreciation toemployees at all levels for their hard work dedication and commitment and look forward totheir continued support.

For and on behalf of Board of Directors
For Genus Paper & Boards Limited
Place : Moradabad Himanshu Aggarwal Kailash Chandra Agarwal
Date : 12th August 2016 Whole Time Director Managing Director & CEO
DIN-00065185 DIN-00895365