Dear Shareholders
The Directors are pleased to present the Fourteen (14th) Annual Report of the Company together with the audited financial statements (standalone and consolidated) for the year ended 31st March, 2025.
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Regulations"), this report covers the financial results and other developments during the financial of Genus Paper & Boards Limited.
FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS
The highlights of financial statements of the Company for the financialear 2024-25 are given below: y
(Amount in Rs. Lakh)
Particulars |
Year Ended | Year Ended | Year Ended | Year Ended |
| 31.03.2025 | 31.03.2024 | 31.03.2025 | 31.03.2024 | |
| Standalone | Consolidated | |||
| Net Sales / Revenue from Operations | 84914.58 | 65103.30 | 86324.72 | 71184.11 |
| Other Income | 163.42 | 18.19 | 165.29 | 19.73 |
| Finance Cost | 3546.44 | 2704.95 | 3840.80 | 3161.56 |
| Depreciation | 2606.18 | 2344.10 | 2864.68 | 2602.83 |
| Profit | 819.32 | 567.20 | 290.40 | 292.31 |
| Tax Expenses | ||||
| -Current Tax | 0.00 | 0.00 | 0.00 | 0.00 |
| -Earlier Year Tax | 0.00 | 0.00 | 0.00 | 11.96 |
| -Deferred Tax | 11.38 | 0.90 | (2.88) | (65.93) |
| Net Profit /(Loss) for the Year | 807.94 | 566.31 | 293.28 | 346.28 |
| Other Comprehensive Income | ||||
| Items that will not be reclassified to profit or loss | 1610.00 | 247.57 | 1667.63 | 307.14 |
| Total Comprehensive Income | 2417.95 | 813.88 | 1960.91 | 653.42 |
| Earnings Per Share (FV Re. 1/- each) | ||||
| -Basic (In Rs.) | 0.31 | 0.22 | 0.11 | 0.13 |
| -Diluted (In Rs.) | 0.31 | 0.22 | 1.00 | 0.13 |
OPERATIONS AND BUSINESS PERFORMANCE Standalone Financial Results:
During the Financial Year (FY) 2024-25, the Company has achieved an operating income of Rs. 84914.58 Lakhs as compared to Rs. 65103.30
Lakhs in FY 2023-24. The profit before tax for FY 2024-25 stood at Rs. 819.32 Lakhs compared to Rs.567.20 Lakhs achieved in FY 2023-24. The profit stood at aftertax Rs. 807.94 Lakhs for FY 2024-25 as compared to Rs. 566.31 Lakhs for the previous year.
Consolidated Financial Results:
The Companys consolidated revenue for FY 2024-25 was Rs. 86324.72 Lakhs as compared to Rs. 71184.11 Lakhs in 2023-24. During the year under review, the consolidated profit after tax stood atRs. 293.28 Lakhs as compared to Rs. 346.28 Lakhs in 2023-24
RESERVES
During the Financial year 2024-25, the Company has proposed no amount to reserves.
DIVIDEND
Keeping in view further improving the capacity utilization and consolidating its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.
NATURE OF BUSINESS
Genus Paper & Boards Limited (‘GPBL or the ‘Company) is engaged in the business of manufacturing of Kraft Paper, Duplex Board and and other speciality papers. The Company has also been engaged in making strategic investment activity, where under investments are made in shares and securities basis a thorough and systematic evaluation by the Company and the management on a going concern basis with dedicated personnel and technical staff.
SUBSIDIARIES
During the year under report, the Company has only one 100% Wholly Owned Subsidiary named as Genus Paper and Coke Limited (formerly known as Kailash Paper and Coke Limited) which was incorporated on 23rd July, 2020. The statement (Form AOC-1) pursuant to first proviso to Section
129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is enclosed as Annexure-VI being part of the annual report.
SHARE CAPITAL
During the Year, the Company has amended Clause V of the Memorandum of Association of the Company with effect from March 20, 2025 via postal ballot process as below:
"The Authorised Share Capital of the Company is Rs. 73,50,00,000/- (Rupees Seventy Three Crores Fifty Lacs Only) divided into 26,00,00,000 (Twenty-Six Crores) Equity Shares of Re. 1/- (Rupee One) each, 1,25,00,000 (One Crore Twenty-Five Lacs) Equity Shares of Rs 10/- (Rupees Ten) each and 35,00,000 (Thirty-Five Lac) Preference Shares of Rs. 100 (Rupees Hundred) Each." The paid-up equity capital as on March 31, 2025 was Rs. 40,71,25,940 comprising of 25,71,25,940 Equity Shares of Re. 1/- each and 15,00,000 7% Non-Cumulative Redeemable Preference Shares of Rs.100/- each.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Ishwar Chand Agarwal (DIN: 00011152), Director of the Company will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the said Act.
The Board has considered that the presence of Mr. Ishwar Chand Agarwal as Director on the Board would be immense benefit to the Company and has decided to recommend their appointment /reappointment for the approval of members of the Company at the ensuing general meeting of the Company.
During the year under review, Mr. Akhilesh Kumar Maheshwari (DIN: 00062645), has completed his tenure as Executive Whole Time Director and consequently ceased to be the Director of the Company with effect from 01st March, 2025.
Mrs. Rekha Srivastava (DIN: 09679039) was re-appointed as Independent Non-Executive Director of the Company for second consecutive term for 5 years with effect from 10th August, 2025. Mr. Sanjay Kumar Agarwal (DIN: 11238645) has been appointed as an Additional Director in the category of Executive Whole Time Director, liable to retire by rotation, with effect from 12th August, 2025 to hold office upto a period of three years, subject to the approval of shareholders of the
Company at the ensuing 14th Annual General Meeting of the Company.
Mrs. Meghna Kapoor (DIN: 11268221) has been appointed as an Additional Director in the category of Independent Non-Executive Director, not liable to retire by rotation, with effect from 30th August, 2025 to hold office upto a period of five years, subject to the approval of shareholders of the Company at the ensuing 14th Annual General Meeting of the Company.
A brief resume of the Directors being appointed/ re-appointed, the nature of their expertise in specific functional areas, names of other companies in which they hold/have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.
DECLARATION FROM INDEPENDENT DIRECTORS
As provided under Section 149(7) of the Companies Act, 2013, All Independent Directors of the Company viz., Mr. Pradeep Narain Tandon, Mrs. Anu Sharma, Mrs. Rekha Srivastava and Mr. Nishant Chandra Agarwal have made declaration to the effect that they meet the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (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 Section 134 of the Companies Act, 2013 hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) the directorshadtakenproperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors hadlaiddowninternalfinancialcontrols to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DEPOSITS
During the Financial Year 2024-25, the Company has not invited, accepted or renewed any deposits covered under Chapter V of the Companies
Act, 2013 and there is no outstanding amount of deposits at the end of the financial year.
AUDITORS AND AUDITORS REPORT
Details of the Auditors of the Company and their Audit Reports for the year under report are given below:
Statutory Auditors
During the Financial Year 2024-25, M/s Jethani & Associates, Chartered Accountants, Jaipur, (ICAI Firm Registration No-010749C) were appointed as the statutory auditors of the Company for a period of 5 years, i.e. from the conclusion of 13th Annual General Meeting until the conclusion of 18th Annual General Meeting of the Company with the approval of the members at the 13th Annual General Meeting of the Company.
The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.
Secretarial Auditor and Secretarial Audit Report
M/s Gaurav Gupta & Associates, Company Secretaries, Moradabad, a very eminent Corporate Consultant having more than 21 years experience of rending professional services to several eminent companies including Central PSUs and Banks, were re-appointed as Secretarial Auditors of the
Company to conduct the secretarial audit for the financial year ended March 31, 2025 and to give their report thereon and also gave their consent as Secretarial Auditors to be appointed for further period of 5 years subject to approval of the members at the ensuing 14th Annual General Meeting of the Company.
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Secretarial Audit Report of M/s Gaurav Gupta & Associates, Company Secretaries, Moradabad for the financial year 2024-25 is annexed to this report as Annexure-I.
The said Secretarial Audit Report has no qualification, reservation or adverse remarks and it is self-explanatory. Thus, there is no need to give any further explanation or comment by the Board.
Further, Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 states that every listed company and its material unlisted subsidiaries shall undertake Secretarial Audit. The Company has one material unlisted subsidiary namely Genus Paper and Coke Limited (formerly known as Kailash Paper and Coke Limited). Therefore, in order to comply with this regulation, the Company has conducted Secretarial Audit of this material subsidiary also. The Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as an
Annexure-I (i) of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Secretarial Compliance Report
In Compliance of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/27/2019 Dated February 08, 2019 and SEBI/HO/CFD/CMD1/CIR/P/2020/38 Dated March 19, 2020, the annual secretarial compliance report issued by the practicing company secretary for the financial year ended on March 31, 2025 is attached as Annexure-I (ii).
Cost Auditors
Section 148 of the Companies Act, 2013 provides that such class of companies, which are engaged in the production of such goods or providing such services, shall maintain cost records and shall get audit of such cost records by a Cost Accountant in practice, as may be prescribed in the
Rules notified by the Central Government for the purpose.
M/s M. K. Singhal & Co., Cost Accountants, Modinagar (Firm Registration No. 00074) who have given their consent vide their letter dated 25th August, 2025, being eligible offer themselves for the appointment as Cost Auditors of the Company.
In terms of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules 2014, the Board has on their meeting held 30th August, 2025, on the recommendation of the Audit Committee, approved the appointment of M/s M. K. Singhal & Co., Cost Accountant,
(Firm Registration No. 00074) as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st
March, 2026 and to give their audit report thereon.
The Board has also approved, on the recommendation of the Audit Committee of the Board of Directors, that the remuneration of Rs. 1,00,000/- plus out of pocket expenses be paid to the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2026 subject to the ratification by the members at the ensuing annual general meeting of the Company.
Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company had appointed M/s Narendra Singhania & Co., Chartered Accountants Firm in their board meeting held on 12th February, 2025 as Internal Auditors of the Company to conduct the internal audit of the Company and to give their audit report thereon in the manner as prescribed under the Act for the financial ended on March 31, 2025.
CORPORATE SOCIAL RESPONSIBILITY POLICY
With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.
Accordingly, the Company has to do a CSR Activity for an amount of Rs. (1.46) Lakhs based on the average profits of the three preceding financial years. The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life. The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board. This CSR policy is also available on the Companys website - www.genuspaper.com.
For composition of CSR Committee and other details as prescribed, the Annual Report on CSR activities is annexed to this report as Annexure-II.
RISK MANAGEMENT POLICY
The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, property and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS
The Independent Directors shall be of high integrity with relevant expertise and experience so as to have as diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR / WHOLE TIME DIRECTORS
The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience particularly in Paper Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior Management employees, details of the same are given in the Corporate Governance Report.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through as structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at a separately convened meeting and the performance of the Board as a whole evaluated was reviewed. The performance of the Independent Directors was carried out by the entire Board (excluding the director being evaluated). The Directors expressed their satisfaction with the evaluation.
DISCLOSURES:
NUMBER OF BOARD MEETINGS
During the financialyear 2024-25, the Board of Directors of the Company met 5 (Five) times on 25/05/2024, 31/07/2024, 13/08/2024, 14/11/2024 and 12/02/2025.
AUDIT COMMITTEE
The Company has a qualified and independent Audit Committee, the Composition of which is given below:
Name of the Member |
Category | Status |
| Mr. Pradeep Narain Tandon | Independent Non-Executive Director | Chairman |
| Mr. Nishant Chandra Agarwal | Independent Non-Executive Director | Member |
| Mrs. Rekha Srivastava | Independent Non-Executive Director | Member |
| Mr. Kailash Chandra Agarwal | Executive Promoter Director | Member |
During the financial year 2024-25, the Audit Committee met 4 (Four) times on 25/05/2024, 13/08/2024, 14/11/2024 and 12/02/2025. All recommendations of Audit Committee were accepted by the Board.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangement with related parties referred to in Section 188 of the Companies Act, 2013 in the prescribed form AOC-2 are disclosed in Annexure-III and forms part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees or investments referred to in Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
The Company envisions becoming the leaders in all the areas of operations. Your Company is holding certain strategic investment, 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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure-IV.
Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of provisions of the Section 136 (1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the
Company during the working hours and any member interested in obtaining such information may write to the Company Secretary.
It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.
NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors except payment of sitting fees to them.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), Annual Return in E-Form MGT-7 is available on the website of the Company at the web link www.genuspaper.com.
CREDIT RATING
During the year under review, CRISIL Ratings Limited, a credit rating agency registered with SEBI had reaffirmed the Company (Genus Paper &
Boards Limited) Long Term Bank Facilities at ‘CRISIL BBB. The Outlook is Positive.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo have been given in the prescribed form in Annexure-V to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURTS OR TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals which in future.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT
During the year, no material changes have occurred other than as stated above.
CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE
As provided under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed compliance report on corporate governance is given in a separate section and forms an integral part to this Annual Report. The requisite certificatefrom Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance. The Chairman and Managing Director and the Chief Financial Officer have certified to the Board with regard to financial statements and other matters as required under Regulation 17(8) read with Schedule II to the SEBI (LODR) Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(3) Part B Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on management discussion and analysis is given in a separate section and forms an integral part to this Annual Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Directors further state that during the year under review, there were no cases filed or registered during and no complaints were received or pending during the year, pursuant to the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder.
The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.
Male Employees: 1087 Female Employees: 7 Transgender Employees: 0
This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has devised a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. This mechanism provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
During the financial year 2024-25, there were no instances of unethical behavior, fraud or violation of the Companys code of conduct or ethics policy and no personnel have been denied access to the audit committee.
The details of establishment of such mechanism are disclosed on the website of the Company viz. www.genuspaper.com.
INSURANCE
The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR
Not applicable during the financial year.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Limited (NSE). The annual listing fee for the year 2024-25 was paid within the scheduled time to BSE & NSE.
TRANSFER OF SHARES
As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.
CAUTIONARY STATEMENT
The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report May contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.
The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in government regulations, tax laws, forex volatility, etc.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude for the assistance and cooperation extended by companys shareholders, suppliers, dealers, business partners, bankers and financial institutions, Central and State Government and others associated with the Company. Your Directors also wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and look forward to their continued support.
ANNEXURE-I FORM NO. MR-3
Secretarial Audit Report
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, THE MEMBERS, GENUS PAPER & BOARDS LIMITED
(CIN: L21098UP2012PLC048300) KANTH ROAD, VILLAGE AGHWANPUR, MORADABAD-244001 (U.P.), INDIA
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GENUS PAPER & BOARDS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of Companys books, papers, minute books, forms and returns filed also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 st March, 2025 (audit period), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, Minutes books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2025, according to the provisions of: (i) The Companies Act, 2013 (the Act) and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the SEBI (Prohibition of Insider
Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable to the Company during the period under review) d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 and The Securities and Exchange Board of India (Share Based EmployeeBenefits)Regulations, 2014; (Not Applicable to the
Company during the period under review) e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the
Company during the audit period) f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not Applicable, as the Company is not registered as Registrar to issue and Share transfer Agent during the audit period) g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable to the Company during the audit period) and h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during the audit period) (vi) Based on the explanations and information furnished to us, we report that Company has complied with labours laws, Pollution control laws, in so far as the same applicable to it.
(vii) We have also examined compliance with the applicable clauses/Regulations of the following: a) Secretarial Standards issued by The Institute of Company Secretaries of India; b) The Listing Agreements entered into by the Company with the Stock Exchanges; c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements, etc mentioned above.
Based on our verification of the books, papers, Minutes books, forms and returns filed and information provided by the Company, its officers,agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31.03.2025, complied with the aforesaid laws.
Based on information received and records maintained, we further report that:
(i) The Company has spent the entire amount required to be spent on CSR activities in respect of the financial year under reporting.
(ii) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Director and Independent Directors. The changes in the composition of the Board of Directors, which took place during the period under review, were carried out in compliance with the provisions of the act.
(iii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. (iv) All decisions at Board Meetings and Committee Meetings are carried out with requisite majority as recorded in the minutes at all such meetings.
(v) We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, standards, etc. Based on our examination of records, we note that certain compliances with respect to Secretarial Standard–1 (SS-1) relating to Meetings of the Board of Directors were not strictly adhered to in few instances. However, the same did not materially affect the decision-making process of the
Board as per records verified by us.
To,
The Members,
Genus Paper & Boards Limited (CIN: L21098UP2012PLC048300) Kanth Road, Village Aghwanpur, Moradabad-244001 (U.P.), India
Our Report of even date is to be read along with this letter.
1. Maintenance of Secretarial Records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriateness to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules, and regulations and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
ANNEXURE-I (i) Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
GENUS PAPER AND COKE LIMITED VILLAGE AGHWANPUR, KANTH ROAD MORADABAD, UP 244001
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GENUS PAPER AND COKE LIMITED (herein after called the Company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the GENUS PAPER AND COKE LIMITED (Name of the Companys) books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
1. The status of the Company during the Financial Year 2024-25 has been Unlisted Public Company.
2. The Board of Directors of the Company is duly constituted with proper balance of Executive and Non-Executive Directors and KMP and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
3. During the audit period under review, the following are the changes in KMPs made by the Company:
S No |
Name of KMP(s) | Particulars | Date of Change |
| 1. | Mr. Himanshu Aggarwal | Cessation of Director due to Death | 7th June, 2024 |
4. The Company has no foreign/Indian Subsidiary Company, Associate Company during the year under review.
5. The Shareholding Pattern of Promoters and Preference Shareholders of the Company are as detailed in Annexure-A.
6. Board Meetings and Corporate Social Responsibility (CSR) Committee Meetings and General Meetings are held properly and the decisions taken in Board Meeting and all Committee Meetings are carried out unanimously while the dissenting members views are captured and recorded as part of the minutes.
7. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
8. As per the Rule 4(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 exempts certain unlisted public companies from appointing an independent director that has met the criteria mentioned in Rule 4(1). These companies are:
• Joint ventures,
• Wholly-owned subsidiaries, and
• Dormant companies defined under Section 455 of the Act
Therefore, being the wholly owned subsidiary of Listed Company "Genus Paper & Boards Limited" the provisions of section 149 pertaining to appointment of Independent Directors are not applicable to the company during the audit period.
However, Mr. Rajendra Aggarwal was appointed as an Independent Director pursuant to Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). This regulation mandates that at least one Independent Director of the listed entity shall be a director on the board of directors of an unlisted material subsidiary.
9. During the audit period under review, the declaration of Significant Beneficial Owners under as per the provisions of Section 90 of
Companies Act 2013 is not applicable to the Company.
10. During the audit period under review, the Companyhasnotfiledany form relating to creation, modification and satisfaction of charges on the assets of the Company.
11. During the audit period under review, there is no change in registered office of the company.
12. During the audit period under review, the existing Auditor M/s. D. Khanna & Associates, Chartered Accountants, Jaipur has been appointed as per the provisions of section 139 of the Companies Act, 2013 and signing of Financial Statement as per the provisions of Section 134 of the Companies Act 2013 has been duly complied with.
13. During the audit period under review, the company has appointed Cost Auditor M/s. MM & Associates, Delhi as per the provisions of section 148 (3) of the Companies Act, 2013 and rules 6(2) of the Companies (Cost Records and Audit Rules) 2014.
14. During the audit period under review and as per the information received from the management, there is no transactions held with respect to Loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act/Advances/loans to its directors and/or persons or firms or companies referred in section 185 of the Companies
Act, 2013.
15. During the audit period under review and as per the information received from the management, the transactions held with respect to
Contracts/arrangements with related parties as specified in section 188 of the Act are on arm length basis and respective compliances being made by the company.
16. The Company has duly followed all requirements of section 173 of Companies Act, 2013 and has convened the following Board Meeting(s) during the year under review:
| 10th April, 2024 | 22nd May, 2024 | 15th June, 2024 | 10th August, 2024 |
| 3rd September, 2024 | 30th September, 2024 | 13th December, 2024 | 14th March, 2025 |
17. The Corporate Social Responsibility Committee Meetings was duly held in the period under review dated 10th April, 2024 and 15th June, 2024.
• The CSR Committee comprises of the following Directors:
| Mr. Kailash Chandra Agarwal | Chairman, Director & CEO |
| Mr. Ashutosh Todi | Member, Executive Director |
| Mr. Rajendra Aggarwal | Member, Non-Executive Independent Director |
18. The Annual General Meeting (AGM) for the Financial Year 2023-24 was duly held on 30th Day of September, 2024 at the registered office of the Company. 19. No Extra-Ordinary General Meeting was held during the year under review.
20. The Compliances with respect to e-filing of Documents and E-forms under Companies Act 2013 during the year ended on 31.03.2025 are annexed as Annexure B.
21. During the audit period under review, the company had followed the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under. The company has constituted the Committee for compliance of the provisions of POSH Act.
22. During the audit period under review, the Company has followed the prescribed procedures for transfer of shares as per its Articles of Association and pursuant to section 56 of the Companies Act 2013, read with the relevant rules and regulations, concerning the transfer of securities, including preference shares. All share transfer deeds have been duly executed and necessary approvals have been obtained. The company maintains proper records of all share transfers, and the process complies with the relevant provisions of the Companies Act, 2013, and other applicable regulations.
EQUITY SHARE TRANSFER VIDE BOARD RESOLUTION DATED 22ND MAY, 2024
Date |
Name of Transferor | Number of | Name of Transferee | Distinctive No with Share |
| Shares | Cert no | |||
| 13.05.2024 | Himanshu Agarwal (Nominee of M/s | 1 | Simple Agarwal (Nominee of M/s | 9996 to 9996 |
| Genus Paper & Board Limited) | Genus Paper & Board Limited) | (Cert No 03) |
PREFERENCE SHARE TRANSFER VIDE BOARD RESOLUTION DATED 30TH SEPTEMBER, 2024
Date |
Name of Transferor | Number of Shares | Name of Transferee | Distinctive No with Share Cert no |
| 12.09.2024 | Genus Paper & Board Limited | 8,00,000 | Yajur Commodities Limited | 000001 to 800000 (Cert No 01) |
23. As explained to us, Import Trade regulations with respect to the import of coal as and when applicable to the company has been duly complied. Also the company has complied with Industrial and Labor laws as applicable to it.
We Further Report that
The Company has duly followed the Secretarial Standards approved by the Central Government and issued by the Institute of
Company Secretaries of India (ICSI);
The Depositories Act, 1996 and the Regulations and bye laws framed under that Act; (Not applicable to company during the audit period); The Securities Contract (Regulation) Act 1956 (SCRA) and rules made there under; (Not applicable to company during the audit period);
The Provisions of Corporate Social Responsibilities Voluntary Guidelines, 2009 (CSR) were applicable to the Company during the audit period. The Provisions of Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment was not applicable to the Company during the audit period;
We Further Report that the Company has complied with the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI" Act):-
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not Applicable to the Company during the audit period).
• The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015; (Not Applicable to the Company during the audit period).
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable to
SECRETARIAL AUDIT REPORT (Contd.)
the Company during the audit period).
• The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28/10/2014;
(Not Applicable to the Company during the audit period).
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the
Company during the audit period).
• The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the
Companies Act and dealing with client; (Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agents during the audit period);
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009;(Not Applicable to the Company during the audit period);
The Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018; (Not Applicable to the Company during the audit period);
We have also examined the compliances with the applicable clauses/regulations of the following:
Listing Agreement entered into by the company with Stock exchanges; (Not Applicable to the Company during the audit period)
The Provisions of FEMA with respect to filing of return on Foreign Assets & Liabilities, annual performance report, etc to AD Bank (NOT Applicable to the Company during the audit period);
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
This report is to be read with our letter which is annexed as Annexure-C and forms an integral part of this report.
ANNEXURE-A
STATEMENT SHOWING SHAREHOLDING PATTERN OF PROMOTER/PROMOTER GROUP
AS ON 31ST MARCH, 2025
SERIAL |
NAME OF SHAREHOLDER(S) | NUMBER OF | % OF |
NO |
EQUITY SHARES | SHAREHOLDING | |
INDIVIDUAL |
|||
| 1. | Mr. Kailash Chandra Agarwal Nominee, Genus Paper & Boards Limited | 1 | 0.00 |
| 2. | Mr. Simple Agarwal Nominee, Genus Paper & Boards Limited | 1 | 0.00 |
| 3. | Mr. Surya Prakash Sinha Nominee, Genus Paper & Boards Limited | 1 | 0.00 |
| 4. | Mr. Virender Kumar Chauhan Nominee, Genus Paper & Boards Limited | 1 | 0.00 |
| 5. | Mr. Vishnu Sharma Nominee, Genus Paper & Boards Limited | 1 | 0.00 |
| 6. | Mr. Vishal Vishnoi Nominee, Genus Paper & Boards Limited | 1 | 0.00 |
BODY CORPORATE |
|||
| 7. | Genus Paper & Boards Limited (CIN: L21098UP2012PLC048300) | 19,99,994 | 100.00 |
| Reg.off.:- Kanth Road, Village Aghwanpur, Moradabad, U.P.-244001 | |||
| TOTAL | 20,00,000 | 100.00% | |
STATEMENT SHOWING PATTERN OF PREFERENCE SHAREHOLDERSAS ON 31ST MARCH, 2025
SERIAL |
NAME OF PREFERENCE SHAREHOLDER(S) | NUMBER OF SHARES | % OF |
NO |
SHAREHOLDING | ||
| 1. | Yajur Commodities Limited | 8,00,000 0% Redeemable | 100.00% |
| (CIN: U51395UP2007LPC110438) | Optionally Convertible | ||
| Reg.Off.:- G-123, Sector-63, Gautam Buddha Nagar, Noida, Uttar Pradesh, 201301 | Preference Shares (OCPS) | ||
| TOTAL | 8,00,000 | 100.00% |
ANNEXURE-B
STATEMENT SHOWING LIST OF DOCUMENTS AND EFORMS FILED DURING THE YEAR ENDED ON 31ST MARCH, 2025
SERIAL |
DETAILS OF EFORMS | DATE OF | SRN/CHALLAN | WHETHER ON |
NO |
EFILING | STIPULATED TIME | ||
| (YES OR NO) | ||||
| 1. | AOC 4 XBRL for Filing Financial Statements for the financial year ended on | 19.12.2024 | N24716490 | NO |
| 31.03.2024 | ||||
| 2. | MGT 7 Annual Return for the Financial Year ended on 31.03.2024 | 28.11.2024 | N21509716 | YES |
| 3. | DIR-12 For Resignation of Director | 20.06.2024 | AA8594612 | YES |
| 4. | Form MGT-14 for Filing of Resolution and Agreement | 25.09.2024 | AB0925155 | YES |
| 5. | Form MGT-14 for Filing of Resolution and Agreement | 29.06.2024 | AA8730107 | NO |
| 6. | Form DPT 3 for Return of Deposit | 25.06.2024 | AA8762957 | YES |
| 7. | Form ADT-1 Appointment of auditor | 18.04.2024 | F94601457 | NO |
| 8. | CRA-4 for Filing Cost Audit Report with CG | 30.09.2024 | F99789364 | YES |
| 9. | CRA-2 for Intimation of appointment of Cost Auditor | 26.09.2024 | F99352759 | YES |
ANNEXURE C
To,
The Members,
GENUS PAPER AND COKE LIMITED VILLAGE AGHWANPUR, KANTH ROAD, MORADABAD, UP 244001
Our report is to be read along with this letter:
• Maintenance of secretarial record is the responsibility of the management of Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
• We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis for our opinion. ectness and appropriateness of financial records and Books of accounts of the Company.corr Wehavenotverifiedthe
• Wherever required, we have obtained the Management representation about the compliances of laws, rules and regulations and happening of events etc.
• The Compliances of provisions of corporate and other applicable laws, rules and regulations and standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
ANNEXURE-I (ii)
SECRETARIAL COMPLIANCE REPORT OF GENUS PAPER & BOARDS LIMITED
For the financial year ended 31st March, 2025
(Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) I have examined: a) all the documents and records made available to us and explanation provided by GENUS PAPER & BOARDS LIMITED having CIN- L21098UP2012PLC048300 ("the listed entity"), b) the filings/ submissions made by the listed entity to the Stock Exchanges, c) website of the listed entity, d) any other document/ filing, as may be relevant, which has been relied upon to make this Report, for the financial year ended March 31,
2025 ("Review Period") in respect of compliance with the provisions of a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the regulations, circulars, guidelines issued thereunder; and b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI"); The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: -(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (N.A) (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (N.A) (f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (N.A) (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (i) other regulations as applicable. and circulars/ guidelines issued thereunder; and based on the above examination, I hereby report that, during the Review
Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:
Sr. |
Compliance | Regulation | Deviations | Actions | Type | Details | Fine | Observations | Management Remarks |
No. |
Requirement | taken | of | of | Amount | Response | |||
| (Regulations | /Circular | by | Action | Violation | /Remarks of | ||||
| circulars | No. | the | |||||||
| guidelines | Practicing | ||||||||
| including specific | Company | ||||||||
| clause) | Secretary | ||||||||
| NIL |
(b) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. |
Observations/ | Observations made Compliance |
Details of violation | Remedial | Comment s | |
No. |
Remarks of the | in the Secretarial | Requirement | / Deviations and | actions, if | of the PCS on |
| Practicing Company | Compliance report | (Regulations/circulars/ | actions taken /penalty | any, taken | the actions | |
| Secretary (PCS) in | for the year ended | guidelines including | imposed, if any, on the | by the listed | taken by the | |
| the previous reports | 31st March, 2024 | specific clause) | listed entity | entity | listed entity | |
| NOT APPLICABLE | ||||||
I hereby report that, during the review period the compliance status of the listed entity with the following requirements:
Sr. |
Particulars | Compliance |
Observations/ Remarks by PCS |
||||||||
No. |
Status (Yes/ |
||||||||||
No/ NA) |
|||||||||||
1. |
Secretarial Standards: | Yes |
The Company has duly complied |
||||||||
| The Compliances of the listed entity are in accordance with the applicable Secretarial | with the SS issued by ICSI. |
||||||||||
| Standards (SS) issued by the Institute of Company Secretaries of India (ICSI). | |||||||||||
| 2. | Adoption and timely updation of the Policies: |
Yes |
The Company has updated |
all | |||||||
applicable policies under |
SEBI |
||||||||||
• All applicable policies under SEBI Regulations are adopted with the approval of |
Regulations and the same |
are | in | ||||||||
board of directors of the listed entities. |
conformity with SEBI Regulations |
||||||||||
• All the policies are in conformity with SEBI Regulations and have been reviewed & |
and have been reviewed. |
||||||||||
updated on time, as per the regulations/ circulars/ guidelines issued by SEBI. |
|||||||||||
| 3. | Maintenance and disclosures on Website: |
Yes |
The Company has maintained fully |
||||||||
functional website at |
|||||||||||
• The Listed entity is maintaining a functional website. |
www.genuspaper.com |
||||||||||
• Timely dissemination of the documents/ information under a separate section on |
|||||||||||
the website. |
|||||||||||
• Web-links provided in annual corporate governance reports under Regulation 27(2) |
|||||||||||
are accurate and specificwhich redirects to the relevant document(s)/ section of |
|||||||||||
the website. |
|||||||||||
| 4. | Disqualification of Director(s): |
Yes |
None of the director of |
the | |||||||
None of the Director(s) of the listed entity is/ are disqualified under Section 164 of the |
Company are disqualified under |
||||||||||
Companies Act, 2013 as confirmed by the listed entity. |
Section 164 of the Companies Act, |
||||||||||
2013. |
|||||||||||
| 5. | Details related to Subsidiaries of listed entities have been examined w.r.t.: |
Yes |
The Company has disclosed |
its | |||||||
material and/or other subsidiary. |
|||||||||||
(a) Identification of material subsidiary companies. |
|||||||||||
(b) Disclosure requirement of material as well as other subsidiaries. |
|||||||||||
| 6. | Preservation of Documents: |
Yes |
The Company has complied |
||||||||
The listed entity is preserving and maintaining records as prescribed under SEBI |
with the SEBI Regulations |
for | |||||||||
Regulations and disposal of records as per Policy of Preservation of Documents and |
preserving and maintaining |
||||||||||
Archival policy prescribed under SEBI LODR Regulations, 2015. |
records as prescribed and has duly |
||||||||||
in place the said policy. |
|||||||||||
| 7. | Performance Evaluation: |
Yes |
The Company duly conducted |
||||||||
The listed entity has conducted performance evaluation of the Board, Independent |
performance evaluation of |
the | |||||||||
Directors and the Committees at the start of every financial year as prescribedinSEBI Board, Independent Directors and |
|||||||||||
Regulations. |
the Committees at the start |
of | |||||||||
every financial year. |
|||||||||||
| 8. | Related Party Transactions: |
Yes |
|||||||||
The Company has complied with |
|||||||||||
(a) The listed entity has obtained prior approval of Audit Committee for all related |
all the provisions related to related |
||||||||||
party transactions; |
party transactions. |
||||||||||
(b) In case no prior approval obtained the listed entity shall provide detailed reasons |
|||||||||||
along with confirmation whether the transactions were subsequently approved / |
|||||||||||
ratified / rejected by the audit committee. |
|||||||||||
| 9. | Disclosure of events or information: |
Yes |
The Company has provided |
all | |||||||
The listed entity has provided all the required disclosure(s) under Regulation 30 along |
the required disclosure(s) |
under |
|||||||||
with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed |
Regulation 30 along with Schedule |
||||||||||
thereunder. |
III of SEBI (LODR) Regulations, |
||||||||||
2015 within the time |
limits |
||||||||||
prescribed thereunder. |
|||||||||||
| 10. | Prohibition of Insider Trading: |
Yes |
The Company has duly complied |
||||||||
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of |
with Regulation 3(5) & 3(6) of SEBI |
||||||||||
Insider Trading) Regulations, 2015. |
(Prohibition of Insider Trading) |
||||||||||
Regulations, 2015. |
|||||||||||
| 11. | Actions taken by SEBI or Stock Exchange(s), if any: |
NA |
No such action has been |
taken |
|||||||
No action(s) has been taken against the listed entity/ its promoters/ directors/ |
against the listed entity/ |
its | |||||||||
subsidiaries either by SEBI or by Stock Exchanges (including under the Standard |
promoters/ directors/ subsidiaries |
||||||||||
Operating Procedures issued by SEBI through various circulars) under SEBI Regulations |
either by SEBI or by |
Stock |
|||||||||
and circulars/ guidelines issued thereunder or |
Exchange. |
||||||||||
The actions taken against the listed entity/ its promoters/ directors/ subsidiaries |
|||||||||||
either by SEBI or by Stock Exchanges are specified in the last column. |
|||||||||||
12. |
Resignation of statutory auditors from the listed entity or its material subsidiaries: |
||||||||||
In case of resignation of statutory auditor from the listed entity or any of its material |
NA | There was no such instance of |
|||||||||
subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) |
resignation. |
||||||||||
has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master |
|||||||||||
Circular on compliance with the provisions of the LODR Regulations by listed entities. |
|||||||||||
13. |
Additional Non-Compliances, if any: |
||||||||||
No additional non-compliances observed for any SEBI regulation/ circular/ guidance |
NA | No |
additional | non-compliance |
|||||||
note etc. except as reported above. |
observed for any SEBI regulation/ |
||||||||||
circular/ guidance notes etc. |
|||||||||||
Assumptions & Limitation of Scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.
4. This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is neither an assurance as tothefutureviabilityofthelistedentitynoroftheefficacy or with which the management has conducted the affairs of the listed entity.
Annexure-II
ANNUAL REPORT ON CSR ACTIVITIES
For the Financial Year 2024-25
[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]
1) A brief outline of the Companys CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
Genus vision is "SERVING SOCIETY THROUGH INDUSTRY." Genus is committed towards people and society at large for bringing positive changes to the lives of mankind. The activities or programs proposed to be undertaken by the Company as a part of its CSR policy include: i) Eradicating hunger and poverty and malnutrition; ii) Promoting health care including preventive health care and sanitation; iii) Promotion of education; iv) Promoting gender equality and empowering women; v) Training to promote rural sports; vi) Ensuring environmental sustainability; vii) Employment enhancing vocational skills; viii) Rural development projects ix) Slum area development etc.
For more details about the companys CSR policy and its projects or programs, please visit the companys website at www.genuspaper. com and a weblink thereto is https://genuspaper.com/investor/
2) The Composition of the CSR Committee
During the year under report, Corporate Social Responsibility (CSR) Committee of the Board of the Company consists of the following members:
Name of Directors |
Designation/ Nature of Directroship | Number of meetings of CSR Committee held during the year | Number of meetings of CSR Committee attended during the year |
| Mr. Pradeep Narain Tandon | Chairman (Independent Director) | 1 | 1 |
| Mr. Nishant Chandra Agarwal | Member (Independent Director) | 1 | 1 |
| Mr. Kailash Chandra Agarwal | Member (Managing Director & CEO) | 1 | 1 |
| Mr. Surya Prakash Sinha | Member (Whole Time Director) | 1 | 1 |
3) Web-link where composition of CSR committee, CSR policy and CSR projects approved by the board are disclosed on the website of the company:
Composition of CSR Committee |
https://genuspaper.com/investor/ |
CSR Policy |
https://genuspaper.com/investor/ |
CSR Projects approved by the board |
- |
4) Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not applicable
5) Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy)
Rules, 2014 and amount required for set off for the financial year, if any
| Financial Year | Amount available for set-off from preceding financial year (in Rs) | Amount required to be set-off for the financial year, if any (in Rs) |
| 2023-24 | 0.00 | Nil |
| 2022-23 | 0.00 | Nil |
| 2021-22 | 580536.06 | Nil |
| Total | 580536.06 |
| 6) Average net profit of the company for last three financial years | Rs. (72.96) Lakhs |
| 7) (a) Two percent of average net profit of the company as per section 135(5) | Rs. (1.46) Lakhs |
| (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years | - |
| (c) Amount required to be set off for the financial year, if any | - |
(d) Total CSR obligation for the financial year (7a+7b-7c).
8) CSR amount spent or unspent for the financial year;
Amount Unspent (in Rs.) |
|||||
Total Amount Spent for the Financial (in Rs.) |
Total Amount transferred to Unspend CSR Account as per section 135(6) |
Amount transferred to any fund specified under Schedule VII as per Second proviso to section 135(5) |
|||
| Amount. | Date of transfer. | Name of the fund | Amount. | Date of transfer | |
| 13,13,685.00 | Nil | NA | NA | NA | NA |
(b) Details of CSR amount spent against ongoing projects for the financial year: Not applicable (c) Details of CSR amount spent against other than ongoing projects for the financial year:
1 2 |
3 | 4 | 5 |
6 | 7 | 8 | ||
SI. No Name of the Project |
Item from the list of activities in schedule VII | Local Area | Location of Project |
Amount Spent for the | Mode of implementation- | Mode of Implementation- Through Implementing Agency |
||
| to the Act | (Yes/ No) | State | District | project (in Rs.) | Direct (Yes/No) | Name | CSR registration number | |
1. Promotion of animal welfare and health- care |
Clause-4 Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water [including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga]. |
No |
Rajasthan |
Jaipur |
6,43,435.00 |
No |
Todi Agro Foundation |
CSR00003137 |
2 Promotion of social welfare |
Clause-2 Promoting education, including special education and | Yes | Uttar Pradesh | Moradabad | 5,00,000.00 | Yes | Bharatiya Shikshan Mandal | |
3 Promotion of social welfare |
employment enhancing vocation skills especially among children, | Yes | Uttar Pradesh | Moradabad | 1,65,000.00 | Yes | The Art of Living | |
4 Promotion of social welfare |
women, elderly and the differently abled and livelihood enhancement projects. Promotion of social welfare. | Yes | Uttar Pradesh | Moradabad | 5,250.00 | Yes | Har Ghar Tiranga Campaign New Flag For Independence Day | |
Total |
13,13,685.00 | |||||||
| (d) Amount spent in Administrative Overheads | Nil |
| (e) Amount spent on impact Assessment, if applicable | - |
| (f) Total amount spent for the Financial Year (8b+8c+8d+8e) | Rs. 13.13 Lakhs |
| (g) Excess amount for set off, in any |
SI. No Particulars |
Amount (in Rs.) |
| (i) Two percent of average net profit of the company as per section 135(5) | (1.46) Lakhs |
| (ii) Total amount spent for the Financial Year | 13.13 Lakhs |
| (iii) Excess amount spent for the financial year [(ii)-(i)] | 13.13 Lakhs |
| (iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any | - |
| (v) Amount available for set off in succeeding financial years [(iii)-(iv)] | - |
9) (a) Details of Unspent CSR amount for the preceding three financial years
(b) Details of CSR amount Spent in the financial year for ongoing project of the preceding financial year(s) : Nil
10) In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable 11) Specify the reason(s), if the company has failed to spend two percent of the average net profit as per sub section (5) of section 135: Not Applicable
Annexure-III
Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
1. Details of contracts or arrangements or transactions at arms length basis (Rs. In Lakhs)
Name(s) of the related |
Nature of | Duration of | Salient terms of | Justification for | Amount | Date on which the |
party and nature of |
contracts/ | the contracts / | the contracts or | entering into | paid as | special resolution |
relationship |
arrangements/ | arrangements/ | arrangements | such contracts or | advance, | was passed in general |
| transactions | transactions | or transactions | arrangements or | if any: | meeting as required | |
| including the | transactions | under first proviso to | ||||
| value, if any | section 188 | |||||
| Genus Power | Sale of Goods | N.A. | 1813.40 | In business interest | N.A. | N.A. |
| Infrastructures Limited | and Services | and/or at arms | ||||
| (Promoter Company) | length basis | |||||
| Genus Power | Purchase of | N.A. | 71.49 | In business interest | N.A. | N.A. |
| Infrastructures Limited | Goods and | and/or at arms | ||||
| (Promoter Company) | Services | length basis | ||||
| Genus Power | Interest Paid | N.A. | 430.59 | In business interest | N.A. | N.A. |
| Infrastructures Limited | and/or at arms | |||||
| (Promoter Company) | length basis | |||||
| Kailash Coal and Coke | Sale of Goods | N.A. | 23.24 | In business interest | N.A. | N.A. |
| Company Limited | and Services | and/or at arms | ||||
| (Promoter Company) | length basis | |||||
| Kailash Coal and Coke | Loan Taken | N.A | 500.00 | In business interest | N.A | N.A. |
| Company Limited | and/or at arms | |||||
| (Promoter Company) | length basis | |||||
| Yajur Commodities Limited | Advance | N.A. | 188.00 | In business interest | N.A | N.A. |
| (Group Company) | Received | and/or at arms | ||||
| length basis | ||||||
| Genus Innovation Limited | Sale of Goods | N.A. | 42.04 | In business interest | N.A | N.A. |
| (Promoter Company) | and Services | and/or at arms | ||||
| length basis | ||||||
| Genus Innovation Limited | Purchase of | N.A. | 1.83 | In business interest | N.A | N.A. |
| (Promoter Company) | Goods and | and/or at arms | ||||
| Services | length basis | |||||
| Kailash Vidyut & Ispat | Purchase of | N.A. | 2.35 | In business interest | N.A | N.A. |
| Limited | Goods and | and/or at arms | ||||
| (Promoter Company) | Services | length basis | ||||
| Genus Paper and Coke | Repayment | N.A. | 500.00 | In business interest | N.A | N.A. |
| Limited | Received | and/or at arms | ||||
| (Subsidiary Company) | length basis | |||||
| Kailash Enterprises | Purchase of | N.A. | 3.21 | In business interest | N.A | N.A. |
| (Group Enterprise) | Goods and | and/or at arms | ||||
| Services | length basis | |||||
| Virtuous Infra Limited | Loan Taken | N.A. | 50.00 | In business interest | N.A | N.A. |
| (Group Enterprise) | and/or at arms | |||||
| length basis | ||||||
| Ishwar Shanti Sons LLP | Loan Taken | N.A. | 750.00 | In business interest | N.A | N.A. |
| (Group Enterprise) | and/or at arms | |||||
| length basis | ||||||
| Kailash Waste Solutions | Purchase of | N.A. | 11.64 | In business interest | N.A | N.A. |
| Private Limited | Goods and | and/or at arms | ||||
| (Group Enterprise) | Services | length basis | ||||
| Ishwar Chand Agarwal | Loan Taken | N.A. | 3700.00 | In business interest | N.A | N.A |
| (Director) | and/or at arms | |||||
| length basis |
2. Details of material contracts or arrangement or transactions not at arms length basis N I L
Annexure-IV
Particulars Pursuant to Section 197(12) of the Companies Act, 2013 and the Rules made there under:
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year:
Executive Directors |
Ratio to Median Remuneration |
| Mr. Kailash Chandra Agarwal | 0.20 |
| Mr. Himanshu Agarwal (Till 06.06.2025) | 1.38 |
| Mr. Surya Prakash Sinha | 1.89 |
| Mr. Akhilesh Kumar Maheshwari (Till 28.02.2025) | 0.37 |
2. Percentage increase in the remuneration of the Directors, Managing Director & CFO, Joint Managing Director & CEO and Company Secretary in the Financial Year:
Directors, Managing Director& CFO, Joint Managing Director & CEO and |
% increase in the remuneration in the Financial year |
Company Secretary |
|
| Mr. Ishwar Chand Agarwal, Chairman | - |
| Mr. Kailash Chandra Agarwal, Managing Director & CEO | - |
| Mr. Himanshu Agarwal, Executive Director | - |
| Mr. Surya Prakash Sinha, Executive Director | - |
| Mr. Akhilesh Kumar Maheshwari , Executive Director | 5 |
| Mr. Udit Agarwal, Independent Director | - |
| Mr. Dharam Chand Agarwal , Independent Director | - |
| Mr. Pradeep Narain Tandon, Independent Director | - |
| Mrs. Anu Sharma , Independent Director | - |
| Mr. Sanjay Kumar Agarwal, Chief Financial Officer | 10 |
| Mr. Kunal Nayar, Company Secretary | 10 |
3. The percentage increase in the median remuneration of employees in the financial year: 30.59%
4. The number of permanent employees on the rolls of the company: 1094
5. There is no increase in the salaries of employees in Financial Year 2024-25.
6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
Remuneration Policy, applicable for Directors, Key Managerial Personnel and other employees, adopted by the Company.
7. The key parameters for any variable component of remuneration availed by the directors: No directors have been paid any variable remuneration.
8. the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : NIL
9. The Company hereby affirm that the remuneration is as per the remuneration policy of the company.
10. There are no employees of the Company drawing the salary more than the prescribed limit under the Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
ANNEXURE – V
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014: A. CONSERVATION OF ENERGY: In line with the Companys commitment towards conservation of natural resources, all business units have continued with their efforts to improve energy usage efficiencies.
Energy Conservation Measures Taken |
Sr. | The Company is running its own 9MW and 6MW (Standby) | |||||
| No | Cogeneration Captive Power Plant. | ||||||
(A) |
Process | optimization | & | Technology | up | 1- | Steam & Condensate System up gradation in PM-1 |
gradation for Energy Consumption |
2- | Top street refiner old motor(560KW,1200RPM) has been replaced | |||||
| with 560 KW 600RPM motor in Pulpmill-2 to save energy. | |||||||
| 3- | Turbo 800 has been stopped in Pulp Mill-1. | ||||||
| 4- | Heat exchanger motor has been changed from 11KW to 7.5KW to | ||||||
e discharge pump motor has been fibr saveenergyandtheFloated |
|||||||
| changed from 18.5KW to 15KW to save energy. | |||||||
(B) |
Additional Investment & |
Proposal for Energy |
1- | Proposal made and capex approved for changing of old Energy | |||
Consumption |
inefficient | ||||||
| 160KW. | |||||||
| 2- | Old Slip ring motors installed in refiners need to be replaced with | ||||||
| IE3 Energy efficient motors. | |||||||
FORM A
POWER & FUEL CONSUMPTION |
2024-25 | 2023-24 | ||||
1. |
Electricity |
|||||
| (a) | Purchased Units (Lacs) | 1.34 | 4.52 | |||
| Total Cost (Rs. In Lacs) | 24.26 | 69.92 | ||||
| Rate / Unit (Rs.) | 18.10 | 15.47 | ||||
| (b) | Own Generation | |||||
| (i) Through Diesel Generator Units (Lacs) | 6.14 | 5.58 | ||||
| Electric Units per unit (Ltrs.) of Fuel | 3.70 | 3.69 | ||||
| Fuel Cost/Unit (Rs.) | 23.70 | 24.35 | ||||
| (ii) Through Turbine Units (Lacs) | 991.62 |
823.38 | ||||
| Electric Units per unit of Fuel (MT) | 595.35 |
522.24 | ||||
| Fuel Cost/Unit (Rs.) | 9.27 | 9.16 | ||||
2. |
Coal/Husk/Wood fire |
|||||
Quantity (Tones) |
166560.43 |
157642.00 | ||||
Total Cost (Rs. In Lacs) |
9190.75 |
7543.08 | ||||
Average Rate per M.T. (Rs.) |
5517.97 |
4784.94 | ||||
3. |
HSD/FO/SKO/LDO |
|||||
Quantity (K. Ltrs.) |
165.76 |
151.34 | ||||
Total Cost (Rs. In Lacs) |
218.52 |
135.98 | ||||
Average Rate per Litre (Rs.) |
131.83 |
89.85 | ||||
ANNEXURE- VI
FORM AOC-1
Statement pursuant to firstproviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014
S.No. |
Particulars | Details | |
| 1. | Name of the Subsidiary Company | Genus Paper and Coke Limited (formerly known as Kailash Paper | |
| and Coke Limited) | |||
| 2. | Financial year of the Subsidiary Company | 31.03.2025 | |
| 3. | Date from which it became subsidiary | 23.07.2020 | |
| 4. | (i) No. of shares held by holding company with its nominee in |
20,00,000 Equity Shares and 8,00,000 | |
| the subsidiary at 31.03.2025 | 0% Redeemable Optionally Convertible Preference Shares (OCPS) | ||
| (ii) Extent of interest of holding company as at 31.03.2025 | 100% | ||
| 5. | The net aggregate amount of profits/(losses) of the subsid - |
||
iary for the above financial year of the subsidiary so far as it |
|||
| concern the members of holding company: | (514.67) Lacs | ||
| (i) dealt with in the accounts of holding company for the finan | - | ||
| cial year ended March 31, 2025 (in Rs.) | |||
(ii) not dealt with in the accounts of holding company for the |
|||
| - | |||
| financial year ended March 31, 2025 (in Rs.) | |||
| 6. | The net aggregate amount of profits/(losses) of the subsid - |
||
iary for the previous financial year of the subsidiary since it |
|||
| become a subsidiary so far as it concerns the members | of | ||
| holding company: | (220.03) Lacs | ||
(i) dealt with in the accounts of holding company for the finan- |
|||
| cial year ended March 31, 2024 (in Rs.) | |||
(ii) not dealt with in the accounts of holding company for the |
|||
| - | |||
| financial year ended March 31, 2024 (in Rs.) | |||
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