You are here » Home » Companies » Company Overview » Genus Power Infrastructures Ltd

Genus Power Infrastructures Ltd.

BSE: 530343 Sector: Engineering
NSE: GENUSPOWER ISIN Code: INE955D01029
BSE 16:01 | 14 Nov 24.10 -0.05
(-0.21%)
OPEN

23.60

HIGH

24.10

LOW

23.10

NSE 15:51 | 14 Nov 23.80 -0.05
(-0.21%)
OPEN

24.20

HIGH

24.20

LOW

23.40

OPEN 23.60
PREVIOUS CLOSE 24.15
VOLUME 3118
52-Week high 34.95
52-Week low 16.35
P/E 6.89
Mkt Cap.(Rs cr) 620
Buy Price 23.05
Buy Qty 1.00
Sell Price 25.40
Sell Qty 7.00
OPEN 23.60
CLOSE 24.15
VOLUME 3118
52-Week high 34.95
52-Week low 16.35
P/E 6.89
Mkt Cap.(Rs cr) 620
Buy Price 23.05
Buy Qty 1.00
Sell Price 25.40
Sell Qty 7.00

Genus Power Infrastructures Ltd. (GENUSPOWER) - Director Report

Company director report

Dearmembers

Your directors have pleasure in presenting the 26th Annual Report on the businessoperations of Genus Power Infrastructures Limited ('Genus' or'the company1)together with the audited financial statement for the financialyear ended March 312018.

FINANCIAL RESULTS OFOPERATIONS

Thefinancial results of operations of the company forthefinancialYear ended March312018 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 312017
Income
Revenue from operations 83655.70 65274.70 83655.70 65274.70
Otherincome 2198.72 2400.41 5503.02 3032.74
Totallncome 85854.42 67675.11 89158.72 68307.44
Expenses
Cost of raw materials and components consumed 58967.82 39844.38 58967.82 39844.38
(lncrease)/decrease in inventory of finished goods and work in progress (1471.71) 1130.43 (1471.71) 1130.43
Excise duty 150.58 1037.28 150.58 1037.28
Employee benefit expenses 8576.58 7446.24 8576.58 7446.24
Otherexpenses 8131.11 7157.68 8131.11 7157.68
Depreciation and amortization expenses 1714.14 1534.56 1714.14 1534.56
Finance costs 2276.60 2487.21 2276.62 2487.21
Total expenses 78345.12 60637.78 78345.14 60637.78
Earnings before interest tax depreciation and amortization (EBITDA) 9301.32 8658.69 9301.32 8658.69
Profit before exceptional item and tax 7509.30 7037.33 10813.58 7669.66
Exceptional item - - - -
Profit before tax 7509.30 7037.33 10813.58 7669.66
Taxexpense 2354.82 1246.23 2354.82 1246.23
Profitaftertaxbeforeshareofprofltfromassociatesforthe period 5154.48 5791.10 8458.76 6423.43
Add: Share of profitfrom associates - - (6.68) 27.54
Net profit forthe period 5154.48 5791.10 8452.08 6450.97
Othercomprehensive income (net of tax) 247.70 56.01 247.70 54.57
Totalcomprehenslvelncome 5402.18 5847.11 8699.78 6505.54
Paid-upequity share capital(FacevalueRe.1/per share) 2572.29 2571.83 2572.29 2571.83
Earnings per share (before and after extraordinary item) (of Re.1/-each) (notannualized) (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 improvedorder inflow and betterexecution of both Metering and ECCorders.

• Earnings before interest tax depreciation and amortization

(EBITDA) increased by 7.42% to Rs.9301.32 lakhs in the FY 2017- 18 from Rs.8658.69lakhs in previous year on account of higher order execution leading to better absorptionof 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 impositionof GST.

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

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

• Earnings per share (basic & diluted) for the year ended March 31 2018 stoodat Rs.2.00 per share.

• Net worth increased to Rs.74539.36 lakhs in the FY 2017-18 as compared toRs.70121.62 lakhs in the previousyear.

• During the year under review the company has written-off liquidated damages andbad debts of Rs.1340.56 lakhs which were mainly arisen due to liquidated damages anddeductions 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 ofthe scheme of arrangement between the company Genus Paper Products Limited and GenusPaper 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 475.44lakhs equity shares of Genus Paper & Boards Limited which together had a market valueof 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 appropriatelydescribed in the report on management discussion and analysis which form part of thisreport.

CHANGEINTHENATUREOF BUSINESS

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

ORDER BOOKING POSITION

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

DIVIDEND

Pursuant to the dividend distribution policy of the company as approved by the boardthe board in its meeting held on May 112018 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 FY2017-18 to members for their approval at the ensuing annual general meeting. Amount toRs.1054.64 lakhs in addition to Rs.216.78 lakhs by way of dividend distribution tax. Thedividend distribution policy as approved by the board is available on the website of thecompany.

SHARE CAPITAL

The paid up equity share capital of the company increased to Rs.2572.29 lakhsconsisting of257229331 equity shares of Re.1 each from Rs.2571.84 lakhs consisting of257184714 equity shares of Re.1 each due to issue of shares upon exercise of employeestock options during the FY 2017-18. During the year under review the company issued45617 equity shares of face value of Re.1 each upon exercise of stock options under theEmployees' Stock Option Scheme-2012 (ESOS-2012) of the company. The company has neitherissued 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 oftheamountavailableforappropriation.

PARTICULARS OFLOANSGUARANTEES ANDINVESTMENTS

Loans guarantees and investments covered under section 186 of the Companies Act 2013form 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 ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. 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 companyin terms of the Employees' Stock Option Scheme-2012 (ESOS-2012) CESOP Scheme'). During theyear 45617 options were exercised by the employees after vesting. Accordingly thecompany has made allotments of 45617 equity shares on August 11 2017 against the optionsexercised by the employees.

During the year under review there has been no change in the ESOP Scheme of thecompany. The ESOP Scheme is administered by the nomination and remuneration committee andit is in compliance with the applicable SEBI's Regulations. The applicable disclosures asstipulated under regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014with 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 statementof profit and loss as the exercise is made at the market price prevailing as on the dateof the grant plus taxes as applicable. Voting rights on the shares issued to employeesunder the ESOP Scheme are either exercised by them directly or through their appointedproxy.

The company has received a certificate from the auditors of the company that the ESOPScheme has been implemented in accordance with the SEBI's Guidelines/Regulations in thisregard and the resolution passed by the shareholders. The certificate shall be placed atthe ensuing annualgeneralmeetingforinspection by shareholders.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR ANDTHE DATE OFTHIS REPORT

In terms of section 134(3)(1) of the Companies Act 2013 except as disclosed elsewherein this Report no material changes and commitments affecting the financial position ofthe company have occurred between the end of the financial year and the date of thisReport.

SU BSIDIARIES JOI NT VENTU RES AN D ASSOCIATE COMPANIES

As on March 312018 the company has no subsidiary company.

During the year under review the following company has become an associate of thecompany due to increase of shareholding above 20 percent in term of the provisions of theCompanies 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 statementcontaining performance & salient features of the financial statements of company'ssubsidiaries/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 beaccessed 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 AccountingStandard on Consolidated Financial Statements and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (the "Listing Regulations') the auditedconsolidated financialstatement is provided in this Annual Report.

The consolidated from operation (net of excise duty) revenue stood at Rs.83505.12 lakhsand 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 thesubsidiary/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 thefinancial statements of the subsidiary/associates/joint venture companies are kept forinspection by the shareholders at the registered office of the company. The company shallprovide 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 alsoavailable 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 ordinarycourse of business and on an arm's length basis. All these transactions were approved bythe audit committee prior to the transaction made. There were no materially significantrelated party transactions that may have potential conflict with the interests of companyat large. There are no transactions that are required to be reported in form AOC-2. Forfurther details of the related party transactions please refer to Note 47 to thestandalone financial statement which sets out related party disclosures.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the board can be accessed on the company's website and its weblink 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 linewith Schedule VII of the Companies Act 2013. The company's CSR policy is prepared by theCSR committee and approved by the board. As per the policy the company continues to givepreference to the local areas where it operates for spending the amount earmarked forcorporate social responsibility activities. The focusareas of the company's CSRprograms/initiativesare as follows:

• Animalwelfare

• Promotion of healthcare:

• Eradication of hungerand poverty

• Environmentalsustainabilityandecologicalbalance

• 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 anannual 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 internalfinancial control system formulated by the risk management committee and reviewed by theboard of the company. The details of the risk management committee risk management policyand internal financial control systems are provided in the report on 'managementdiscussion and analysis' and the 'corporate governance report' forming part of thisreport.

INSURANCE

We believe that insurance is an importance tool of managing uncertainties and riskssuch as fire earthquake storm tempest flood inundation riot strike maliciousdamage etc. During the year under review we have insured our assets and projectssufficiently to cover most risks. Some of the key insurance policies taken by the companyare as follows:

• 'Consequential Loss (Fire) Policy' to insure the profit affectedduring theinterruption/cessation of the business operations due to exigency.

• Group Gratuity Insurance Scheme under which a sum equal to gratuity payable inrespect of the entire service (actualand future) is paid in the event ofpremature/unfortunate death of employee.

• Group Mediclaim Policy for its permanent employees covering theirspouse anddependent children.

• 'Personal Accident Policy (Group)' for insuring its employees and givingcoverage like disability cover permanent disability cover and death cover due toaccident.

CREDIT RATING

During the FY 2017-18 India Ratings and Research (Ind-Ra) hasupgraded Genus'sLong-Term Issuer Rating to 'IND A+'from 'IND A'. TheOutlook isStable.

The instrument-wise rating actionsare asfollows:- mechanism from time to time. Theabove policy & mechanism have been appropriately communicated within the companyacross all sections and have been displayed on the company's internal HR management systemas 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 affirmedthat no personnel have been denied access to the audit committee during theyear underreview.

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 sensitiveinformation' in compliance with the SEBI (Prohibition of Insider Trading) Regulations2015. The above codes prevent insiders from procuring communicating providing orallowing access to unpublished price sensitive information unless required for dischargeof duties. The above codes also prohibit the insider to trade in securities when inpossession of unpublished price sensitive

Instrument Type Size of Issue (million) Rating/Outlook Rating Action
Fund-Based Limits INR 2000 (reduced from INR 2140) INDA+/Stable/INDA1 Long-term rating upgraded; Short-term rating affirmed
Non-Fund-Based Limits INR 6370 INDA+/Stable/INDA1 Long-term rating upgraded; Short-term rating affirmed
Commercial Paper Programme (within the fund based working capital limits) INR 1000 INDA1 Affirmed

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulation 34(2) of the Listing Regulations a report on 'managementdiscussion and analysis' is appended to this report as 'Annexure-D'.

CODEOFCONDUCT

Pursuant to regulation 26(3) of the Listing Regulations all board members and seniormanagement personnel have affirmed compliance with the 'company's code of conduct fordirectors and senior management' on an annual basis. The code of conduct is also placed oncompan/swebsite www.genuspower.com .

CORPORATEGOVERNANCE

Your company has always followed good Corporate Governance practices in pursuit of itsobjective of serving society through industry. The corporate governance report along witha certificate of the auditors of the company regarding compliance of the conditions ofcorporate 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 underSection 177(9) of the Companies Act 2013. It is formulated with a view to providemechanism for directors and employees to report genuine concern of unethical behaviouractual or suspected fraud or violation of the company's code of conduct. The auditcommittee reviews the existence and effectiveness of the vigil information and during theperiod when the trading window is closed. However an insider is entitled to formulate atrading plan for dealing in securities of the company in line with the provisions of theSEBI (Prohibition of Insider Trading) Regulations 2015 and submit the same to thecompliance officerforapprovalandpublicdisclosure.

EXTRACTOFANNUALRETURN

Pursuant to the provisions of section 134(3)(a) and section 92(3) of the Companies Act2013 read with rule 12 of the Companies (Management and Administration) Rules 2014 theextract of annual return as on March 31 2018 in the prescribed form (i.e. MGT-9) formspart of this report and attached as'Annexure-F.

DIRECTORS

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

In compliance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajendra Kumar Agarwal and Smt. Sharmila AgarwaL directorsof the company retire by rotation at the ensuing annual general meeting and they beingeligible have offered themselves for re-appointment. A brief resume of the directorsproposed to be re-appointed the nature of their expertise in specific functional areasnames of companies in which they have held directorships committee memberships/chairmanships their shareholding etc. are furnished in the Annexure to the notice of theensuing 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 withrespect to statement on declaration given by independent directors under section 149(6) ofthe Companies Act 2013 the board hereby confirms that all the independent directors ofthe company have given a declaration confirming that they meet the criteria ofindependence as provided in section 149(6) of the Companies Act 2013.

Familiarization programs

Pursuant to regulation 25(7) of the Listing Regulations Genus organisesfamiliarization programs for the independent directors to provide them an opportunity tohave a clear understanding of their roles rights and responsibilities. This also makespossible for independent directors to understand the company's business model operationalsystems nature of the industry and other relevant information thoroughly. The company'sactions in this regard have been disclosed on the website of the company and the web linkthereto 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 theCompanies Act 2013 the policy on selection of directors and determining directorsindependence (criteria for board membership) and the policy on remuneration of directorsKMP and other employees are attached as 'Annexure-G & H' respectively which formspart of this report. For further details relating to directors please refer to thecorporate governance report which forms part of this report.

BOARD EVALUATION

In compliance with the provisions of the Companies Act 2013 and the ListingRegulations the nomination and remuneration committee (NRC committee) has set down theevaluation criteria for performance evaluation of the board board's committee directorsand chairperson as a whole and also at individual director leveL The company undertakesannual evaluation in accordance with financial year. The NRC committee has developed astructured questionnaire covering most facets of the performance of the board itscommittee chairperson and individual director. Our board evaluation process comprises ofboth assessment and review. This includes analysis of how the board and its committees arefunctioning the time spent by the board considering matters and whether the terms ofreference of the board committees have been met besides compliance of the provisionsofthe Companies Act 2013.

Evaluation of the Board

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

• Development of suitable strategies and business plans at appropriate time andits effectiveness;

• Implementation of robust policiesand 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 itsbusiness; and

• Awareness about the latest developments in the areas such as corporategovernance framework financial reporting industry and market conditions.

The independent directors at their separate meeting also assess the quality quantityand timeliness of flow of information between the company management and the board that isnecessary for the Board to effectively and reasonably perform theirduties.

Evaluation of Individual Director(s)

(i) Evaluation of managing director/whole time director/ executive director - Theperformance evaluation of managing director executive director of the company is done byall the directors the broad parameters for reviewing the performance of managingdirector/executive directorare:

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

• Developing and managing / executing business plans operational plans riskmanagement and financial affairs of the organization;

• Display of leadership qualities i.e. correctly anticipating business trendsopportunities and priorities affecting the company's prosperityand operations;

• Development of policies and strategic plans aligned with the vision and missionof company and which harmoniously balance the needs of shareholders clients employeesand other stakeholders;

• Establishment of an effective organization structure to ensure that there ismanagement focus on key functions necessary for the organization to align with itsmission; and

• Managing relationships with the board management team regulators bankersindustry representatives and other stakeholders.

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

• Participation atthe 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 independentdirectors is done by the entire Board of Directors (excluding the director beingevaluated). In addition to the parameters laid down for Directors which is common for

evaluation to both independent and non- executive directors an independent director isalso 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 theCommittees

The performance of the committees is evaluated by the Directors on the basis of theterms of reference of the committee being evaluated. The broad parameters of reviewing theperformance of the committees inter alia are asfollows:

• Discharge of itsfunctionsanddutiesas perits termsof reference;

• Processand proceduresfollowedfordischarging itsfunctions;

• Effectiveness of suggestions and recommendations received;

• Size structure and expertise of the committee; and

• Conduct of its meetingsand procedures followed in this regard. Evaluation ofChairperson of the Board

The performance of the chairperson is linked to both the functioning of the board as awhole as well as the performance of each director. Independent directors review theperformance of the chairperson of the company taking into account the views of theexecutive directors and non-executive directors. All the directors of the board of thecompany thereof contribute in evaluating the performance of the chairperson of the board.The broad parameters for reviewing the performance of chairperson ofthe board areasfollow:

• 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 theshareholdersandotherstakeholders;

• Promoting shareholderconfidence in the board and

• Personalattributes i.e. integrity honesty knowledge etc.

For the financial year under review the company has received the requisite evaluationpapers and response with regard to evaluating the entire board respective committees andindividual directors including chairman of the board. The independent directors had metseparately on March 312018 without the presence of non-independent directors and themembers of management and reviewed & assessed inter-alia the performance ofnon-independent directors and board as a whole and the performance of the chairman of thecompany after taking into consideration the views of executive and non-executive boardmembers. The NRC committee has also carried out evaluation of

performance of every director. The performance evaluation of all the independentdirectors has been done by the entire board excluding the director being evaluated. Theboard 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 FinancialOfficer 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 thecompany with effect from May 112018.

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

• Mr. Rajendra Kumar Agarwal Managing Director & Chief ExecutiveOfficer(MDSCEO)

• Mr.JitendraKumarAgarwaUointManagingDirectorCJMD)

• 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.AnkitJhanjhari.CompanySecretary(CS)

MEETINGS OFTH E BOARD

During the year under review six meetings of the board were held. For further detailsthereof kindly referto the corporate governance report which forms part of this report.

COMMITTEES OFTHE BOARD

The company has thefollowing committees ofthe 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 ofthe compositions powers roles terms of reference etc. of the saidcommittees are provided in the corporate governance report which forms part of thisreport.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act 2013 the directorsconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no materialdeparturesfrom the same;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and ofthe profitofthe company forthat period;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(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 andthat such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable 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 Companyat the annual general meeting held on September 29 2014 for a term of 5 consecutiveyears. In accordance with the Companies (Amendment) Act 2017 enforced on 07th May 2018by the Ministry of Corporate Affairs the appointment of statutory auditor is not requiredto be ratified at every annual general meeting. Accordingly the appointment of M/s. D.Khanna & Associates Chartered Accountants and M/s. S. R. Batliboi & AssociatesLLP Chartered Accountants of the Company is not placed for ratification by theshareholders of the company in the ensuing annual general meeting. There are noobservations (including any qualification reservation adverse remark or disclaimer) ofthe 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 areself-explanatory.

Cost Audttorsand Cost Audit Report

Pursuant to the provisions of section 148(1) of the Companies Act 2013 read with rulesframed thereunder the Company is required to maintain the cost records as specified andaccordingly 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 conductingcost audit of cost records for the financial year 2017-2018. The remuneration of costauditors has been approved by the board on the recommendation of audit committee. Therequisite resolution for ratification of remuneration of cost auditors by members of thecompany has been set out in the notice of ensuing annual general meeting. The cost auditreport for the financial year 2016-17 issued by M/s. K. G. Goyal & Associates CostAuditors was filed with the ministry of corporate affairs (MCA) on October 242017.

Secretarial Auditor and SecretarialAudit 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 forthe FY 2017-18 has been carried out by M/s. C. M. Bindal & Company CompanySecretaries & Corporate Consultant. The secretarialaudit report submitted by them inthe 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 fortheFY 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 rule8(3) of the Companies (Accounts) Rules 2014 the details of conservation of energytechnology absorption foreign exchange earnings and outgo are attached as 'Annexure-J' tothis 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 Act2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the company will be provided uponrequest. As per first proviso to section 136(1) of the Companies Act 2013 the annualreport excluding the aforesaid information is being sent to the members and othersentitled thereto. The said information is available for inspection by the members at theregistered office of the company during business hours on working days of the company upto the date of ensuing annual general meeting. Any memberinterested in obtaining a copythereof 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 anintegral part of the way of doing business. As stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with SEBI Notificationdated December 222015 the Business Responsibility Report describing the initiativestaken 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'swebsite 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 anyregulatory authority court or tribunal which shall impact the going concern status andcompany's operations in future.

(b) the company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The company has not received any complaint regardingsexual harassment in terms of the provisions of the 'Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013'. Genus has in place a definedpolicy 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 employeeswith no discrimination between individuals at any point on the basis of race colourgender religion political opinion social origin sexual harassment or age. Genus alsohas an internal committee (which includes a woman member) to monitor the behavior of allemployees and to redress complaints if any.

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

(d) the statutory auditorsorcostauditorsorsecretarialauditorsofthe company have notreported any frauds to the audit committee or to the board under the provisions of section143(12) of the Companies Act 2013 including rules made thereunder.

(e) the company maintained healthy cordial and harmonious industrial relationsat alllevels.

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

ACKNOWLEDGMENTS

Directors wishes to places on record their sincere appreciation for continued supportreceived during the year under review from the Central Government State Governments TaxAuthorities Reserve Bank of India Ministry of Corporate Affairs Ministry of PowerMinistry of Finance State Electricity Boards SEBI BSE NSE Depositories and otherconnected authorities/departments. The board also wishes to place on record its keenappreciation to all investors vendors dealers business associates and employees whoseenthusiasm 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 102018