genus power infrastructures ltd Directors report

Dear Members,

The Directors are pleased to present the 28th annual report together with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2020 of Genus Power Infrastructures Limited (hereinafter referred to as "Genus" or "the Company").

FINANCIAL RESULTS OF OPERATIONS

The financial results of operations of the Company for the financial year ended March 31,2020 are as under:

( in lakhs, except per share data)

	Standalone		Consolidated
Particulars	Yearended March 31,2020	Year ended March 31,2019	Year ended March 31,2020	Year ended March 31,2019
Income
Revenue from contracts with customers	106039.85	105546.66	106039.85	105546.66
Other income	1911.51	1791.92	1611.44	1087.98
Total income	107951.36	107338.58	107651.29	106634.64
Expenses
Cost of raw material and components consumed	64572.53	73671.63	64572.53	73671.63
Change in inventory of finished goods and work-in-progress	1829.49	(1869.32)	1829.49	(1869.32)
Employee benefit expenses	10871.66	9815.32	10871.66	9815.32
Otherexpenses	11492.56	11135.94	13213.11	12690.48
Depreciation and amortization expenses	2214.74	1939.86	2214.74	1939.86
Finance costs	3272.16	3391.29	3272.17	3391.29
Total expenses	94253.14	98084.72	95973.70	99639.26
Earnings before interest, tax, depreciation and amortization (EBITDA)	17273.61	12793.09	15553.06	11238.55
Profit before exceptional item and tax	13698.22	9253.86	11677.59	6995.38
Exceptional item	-	-	-	-
Profit before tax	13698.22	9253.86	11677.59	6995.38
Tax expense	4331.52	2016.42	4331.52	2016.42
Profit after tax before share of net loss/ profit from associates for the period	9366.70	7237.44	7346.07	4978.96
Share of net (loss)/profit from associates	N.A.	N.A.	(84.82)	(180.38)
Net profit for the period after share of net loss/profit from associate entities	9366.70	7237.44	7261.25	4798.58
Other comprehensive income (net of tax)	(325.30)	73.90	(325.30)	73.90
Total comprehensive income (net of tax)	9041.40	7311.34	6935.95	4872.48
Paid-up equity share capital (Face value Rs. 1 per share)	2573.59	2573.59	2573.59	2573.59
Earnings per share (before and after extraordinary item) (of Rs. 1 each)
- Basic earnings per share (amount in )	3.64	2.81	3.16	2.09
- Diluted earnings per share (amount in )	3.64	2.81	3.16	2.09
Nominal value per share (amount in )	1.00	1.00	1.00	1.00

The financial statements for the year ended March 31,2020, have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of the "Companies Act, 2013", (the "Act") and other relevant provisions of the Act. The Company have adopted Ind AS 116 "Leases" effective April 01,2019 and applied the standard to its leases. The adoption of this standard did not have a material impact.

There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the annual accounts. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

REVIEW OF STANDALONE ANNUAL FINANCIAL PERFORMANCE

AND THE STATE OF COMPANYS AFFAIRS

• The Company delivered record annual sales and profits in FY 2019-20. Our revenues are generated principally from manufacturing and supplies of energy metering solutions to power distribution utilities.

• Revenue stood at 106039.85 lakhs against 105546.66 lakhs in the previous year. The revenue growth was impacted on account of slower order execution due to Covid-19 lockdown in Q4 of FY 2019-20.

• EBITDA was up by 35% and stood at ^17273.61 lakhs against 12793.09 lakhs in the previous year.

• The Company has written-off the bad debts of 1053.76 lakhs, which were mainly arisen due to deductions by indenting agencies as per the terms of the contract of supplies.

• The Companys liquidity is supported by 275.44 lakhs equity shares of the Company (treasury shares) and 475.44 lakhs equity shares of Genus Paper & Boards Limited (GPBL), arisen as a result of the scheme of arrangement amongst the Company, Genus Paper Products Limited and Genus Paper & Boards Limited as approved by the Honble Allahabad High Court in FY14. It carried a market value of 5340.00 lakhs and book value of 5995.08 lakhs as on March 31, 2020. However, the decline in market value of equity shares of GPBL in the FY 2019-20 impacted the PAT at consolidated level as per the applicable Ind AS.

• EBITDA margin has increased to 16.29% against 12.12% in the previous year. The margin has improved on account of higher share of export orders, better product mix and benign raw material prices.

• Profit after tax was up by 29% at 9366.70 lakhs as against 7237.44 lakhs in the previous year.

• Other income increased to 1911.51 lakhs from 1791.92 lakhs in the previous year because of higher income on investments & deposits.

• Finance cost reduced to 3272.16 lakhs from 3391.29 lakhs in the previous year. The borrowings decreased to 25650.88 lakhs from 27608.40 lakhs in the previous year. This was primarily attributable to optimum utilisation of available credit limits (bank borrowings) and current assets. The Company continued to rely on short-term debt to meet its working capital requirements. The long-term debt was used largely to support the capital expenditure incurred towards expansion.

• Earnings per share (EPS) stood at 3.64 per share against 2.81 per share in the previous year.

• Net worth increased to 87496.13 lakhs from 79810.87 lakhs in the previous year on account of the retained earnings.

• The World Health Organization (WHO) declared outbreak of Coronavirus Disease (Covid-19) a global pandemic on March 11, 2020. Consequent to this, Government of India declared lockdown on March 23, 2020 and the Company temporarily suspended the operations in all the units in compliance with the lockdown instructions issued by the Central and State Governments. Covid-19 has impacted the normal business operations of the Company by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lock down of production facilities etc. during the lock-down period. However, production and supply of goods has commenced from the last week of April 2020 in a phased manner on various dates at all the manufacturing locations of the Company after obtaining permissions from the appropriate government authorities. The Company has made a detailed assessment of its liquidity position for the next year and the recoverability and carrying value of all its assets. Based on current indicators of future economic conditions and considering the various measures announced by the government to support businesses and fund the power sector, the Company expects to fully recover the carrying amount of these assets. The potential future impact of the Covid-19 may be different from that estimated as at the date of approval of these financial results and the Company will continue to closely monitor any material changes in future economic conditions and assess the impact on its business.

KEY FINANCIAL RATIOS

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sector-specific financial ratios. The Company has identified the following ratios as key financial ratios:

Particulars	Year ended March 31,2020	Year ended March 31,2019	Reason ofChange
Debtors Turnover	1.76	2.19	(No significant change)
Inventory Turnover	5.92	5.25	(No significant change)
Interest Coverage Ratio	5.28	3.77	Due to increase in EBITDA
Current Ratio	2.27	1.95	(No significant change)
Debt Equity Ratio	0.29	0.33	(No significant change)
Operating Profit / (EBITDA) Margin (%)	16.29	12.12	(Explained above)
Net Profit Margin (%)	8.83	6.86	Due to increase in EBITDA
Return on net worth (%)	10.71	9.07	Due to increase in net profit margin

COVID-19 PANDEMIC

• Impact of the Covid-19 pandemic on the business:

The increasing widespread of Covid-19 has put the world into varying degrees of uncertainty and disturbed the economic order completely. Risk of global recession in 2020-21 is extremely high as Nations shut down economic and social activities to limit the spread of Covid-19. As production is curtailed around the world, many industries like us would face challenges. A severe demand shock is underway across the discretionary spend category. The virus outbreak has disrupted the manufacturing supply chain and sharply curtailed energy demand. Collection delay and defaults are likely by consumers (lower slab domestic category due to wage disruption, and commercial & industrial defaults due to business discontinuity) which will put more pressure on financially ailing Discoms. Government budgets may also be challenged due to diversion on Covid-19 resulting in lower subsidy and stretching working capital cycle. Fall in industrial & commercial demand will impact cross-subsidies available to other consumers. Reform measures are likely to be delayed if Covid-19 sustains over a period of time.

Due to the Covid-19 pandemic and the resultant lockdown, the Companys operations were suspended from March 22, 2020. The production and supply of goods were commenced from the last week of April 2020 in a phased manner on various dates at all the manufacturing locations of the Company after obtaining permissions from the appropriate government authorities. Consequently, it caused an unanticipated delay and increased costs to production. The revenues and profitability of the Company have also been adversely affected. As instructed through the notification of Government, the Company has now been able to open all manufacturing plants and offices.

• Ability to maintain operations including the factories / units / office spaces functioning and closed down:

The Company has implemented stringent cost control measures across the organization to preserve liquidity to survive tough times and respond to any unexpected events in the future due to the pandemic. The Company is in a comfortable liquidity position to meet its commitments to service debt and other financial obligations. The Company does not foresee any challenge in maintaining operations at its factories/units/offices. The Company also does not foresee any challenge in realizing / recovering its assets. The Company is also in constant discussion with its customers, vendors and other stakeholders to propel the business forward.

The Company is taking utmost care to adhere to the governments guidelines for social distancing and other safety measures.

• Schedule, if any, for restarting the operations:

The Company has already started all manufacturing plants and offices.

• Steps taken to ensure smooth functioning of operations:

The Company has taken all the possible steps to ensure smooth functioning of operations. All the establishments and offices have

been sanitized to ensure safety and security of our staff members and other stakeholders. All safety protocols of temperature sensing, wearing of safety gears (masks, goggles, face shields), social distancing, sanitizing and washing hands are being adhered to very stringently.

The Company has taken all necessary steps to adhere to the guidelines for social distancing and other safety measures provided by the Ministry of Home Affairs along with the various directives issued by relevant Government authorities, keeping in mind safety, health and well-being of the employees and other stakeholders at all our locations.

The Company is also in constant discussion with its customers, vendors and other stakeholders to propel the business forward.

• Estimation of the future impact of CoVID-19 on its operations:

Currently, the future impact of Covid-19 on the operations, results and financial health of the Company cannot be ascertained. We understand that the extent of adverse impact on revenues, earnings and resultant cash flows will depend on containment of impact of Covid-19 and damage done by the pandemic.

• Existing contracts / agreements where non-fulfillment of the obligations by any party will have significant impact on the listed entitys business:

There are no such contracts/agreements which would lead to non-fulfillment of the obligations by any party or shall have any significant impact on the business.

OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE

The Company is engaged in the business of manufacturing and providing Metering and Metering Solutions and undertaking Engineering, Construction and Contracts on turnkey basis (core business division). 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.

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

CHANGE IN THE NATURE OF BUSINESS

In the FY 2019-20, there was no change in the nature of business of the Company.

ORDER BOOK POSITION

Order inflow has remained subdued in the FY 2019-20, as State Electricity Boards are in transition phase to draw out the detailed processes for shifting from procurement of conventional meters to smart meters. Further the company has adopted a conservative view in selecting its clientele, with security of payment becoming a key focal point. Company expects increased orders on account of a shift from conventional meters to smart meters. At the end of March 31, 2020, order book stood at Rs. 943 crore (net of tax).

DIVIDEND

Considering the strategic and operational cash requirements of the Company in the medium to long term in the light of Covid-19 pandemic, the Board of Directors ("the board") of the Company in its meeting held on July 29, 2020 has recommended a dividend of 0.10 (Ten paisa) per equity share on equity shares of the face value of 1 each (i.e. 10% of the face value of equity share) for the financial year ended March 31,2020 (FY 2019-20) amounting to 257.36 Lakhs, to members for their approval at the ensuing annual general meeting. The dividend distribution policy, as approved by the board, is attached as Annexure-A to this report and also is available on the website of the Company at "https://genuspower.com/investor-category/corporate- governance/".

SHARE CAPITAL

During the FY 2019-20, there was no change in the authorised share capital of the Company and it stood at 83,20,00,000 (Rupees Eighty Three Crore and Twenty Lakhs only) as on March 31,2020. During the FY 2019-20, there was no change in the issued and paid-up share capital of the Company and it stood at 25,73,58,965 (Rupees Twenty Five Crore Seventy Three Lakh Fifty Eight Thousand Nine Hundred and Sixty Five only) consisting of 25,73,58,965 equity shares at face value of 1/- (Rupees One) each as on March 31,2020.

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

TRANSFERTO RESERVES

The board has not proposed to transfer any amount to any reserve out of the amount available for appropriation. The closing balance of the retained earnings of the Company for the FY 2019-20, after all appropriation and adjustments, was 64891.92 Lakhs.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under Section 186 of the Act, along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient, are provided in notes 4, 5, 6, 34 and 48 to the standalone financial statements, forming part of the annual report.

Your Company is holding certain strategic investments, generally long term in nature and the board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the Company.

DEPOSITS

In the FY 2019-20, the Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount of deposit or interest thereon is outstanding.

EMPLOYEES STOCK OPTION SCHEME

In the FY 2019-20, the nomination and remuneration committee in its meeting held on July 24, 2019 has approved the grant of 16,25,700 stock options to the eligible employees of the Company under the Employees Stock Option Scheme 2012 ("ESOS-2012" or "ESOP Scheme") of the Company at an exercise price of 17.95/- per share. The said exercise prices was the latest available closing price, prior to

the date of the meeting of the Committee, in which options were granted, on the stock exchange having higher trading volume. The options would vest over a maximum period of six years or such other period as may be decided by the Committee from the date of grant based on specified criteria. Upon vesting, employees are eligible to apply and secure allotment of Companys shares at a price determined on the date of grant of options. The Options can be exercised during a period of three years from the date of vesting. The details as required to be disclosed under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to the ESOP Scheme of the Company are provided in Annexure-B to this report.

In the FY 2019-20, the nomination and remuneration committee in its meeting held on August 07, 2019 has approved the cancellation of the 24,16,065 surrendered employees stock option, granted on January 23, 2019 under the ESOS-2012 of the Company.

In the FY 2019-20, no option was exercised by the employees after vesting.

In the FY 2019-20, a variation by reduction of 30,00,000 options in total number of options and shares available for grant under the ESOS-2012 was approved by the members at annual general meeting of the Company held on September 06, 2019. The ESOS-2012 prior to this amendment had a total number of 79,45,000 shares available through exercise of equal number of options. Over the course of its operation, grants have been made under the ESOS-2012, however substantial portion of options remain un-granted. It was decided that the objective of the Company and greater benefit for employees is met under the proposed the Employees Stock Appreciation Rights Plan 2019 (the "ESARP-2019"). Hence it was decided to have the un-granted number of options, and equal number of shares, reduced from the total number available for grant under the ESOS-2012 and have total number of options and shares under the ESOS-2012 post amendment be 49,45,000 options, each exercisable into one equity share having face value of 1 fully paid up. The number of shares reduced under ESOS- 2012 shall be adjusted in grants to employees from the proposed equity share pool under ESARP-2019. There was no change in terms of existing options granted to employees and such amendment was brought into effect for options, and equal number of shares, not granted as on date.

The ESOP Scheme is administered by the nomination and remuneration committee and it is implemented in accordance with the applicable SEBIs Regulations/Guidelines.

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

The Company has received a certificate from the statutory auditors of the Company that the ESOP Scheme has been implemented in accordance with the SEBIs Rules and Regulations in this regard and the resolution passed by the members. The certificate would be available at the annual general meeting for inspection by members.

EMPLOYEES STOCK APPRECIATION RIGHTS PLAN

In the FY 2019-20, with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee

ownership culture, to attract new talents, and to retain them for ensuring sustained growth, the members at annual general meeting of the Company held on September 06, 2019, inter-alia, has approved the Employees Stock Appreciation Rights Plan 2019 (the "ESARP-2019" or "ESAR Plan"). The members of the Company, pursuant to a special resolution dated September 06, 2019 have authorized the nomination and remuneration committee (the "Committee") to issue to the certain eligible employees of the Company and of its subsidiary companies, whether in or outside India, such number of Employee Stock Appreciation Rights (ESARs) under ESARP-2019 at such ESAR Price or ESAR Prices, in one or more tranches and on such terms and conditions, as may be determined by the Committee in accordance with the provisions of this ESAR Plan, SEBI (Share Based Employee Benefits) Regulations, 2014 and in due compliance with other applicable laws. The aggregate number of shares upon exercise of ESARs under the ESAR Plan shall not exceed 30,00,000 (Thirty Lakh) shares of face value of 1/- (Rupee One), each fully paid up, of the Company.

In the FY 2019-20, the nomination and remuneration committee in its meeting held on November 18, 2019 has approved the grant of 16,50,000 Employee Stock Appreciation Rights (ESARs) at the base price of 23.50 per ESAR to the eligible employees of the Company, in terms of the ESARP-2019. The aforesaid ESARs will vest over a period of (six) 6 years from the date of grant. The vested ESARs shall be exercisable within a period of (three) 3 years from the date of vesting of such ESARs. The details as required to be disclosed under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to ESAR Plan of the Company are provided in Annexure-B to this report.

The Company has received a certificate from the statutory auditors of the Company that the ESAR Plan has been implemented in accordance with the SEBIs Rules and Regulations in this regard and the resolution passed by the members. The certificate would be available at the annual general meeting for inspection by members.

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

In the FY 2019-20, no company has become or ceased to be a subsidiary, joint venture or associate company. As on March 31,2020, the Company has no subsidiary company in terms of the provisions of the Act. As on March 31,2020, 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 Act, a statement containing performance & salient features of the financial statements of Companys subsidiaries/associates/joint ventures in the prescribed Form AOC-1 is attached as Annexure-C to this report.

The audited financial statement including the consolidated financial

statement of the Company and all other documents required to be attached thereto is put up on the Companys website and can be accessed at "https://genuspower.com/investor-category/ financials/". The financial statements of the subsidiaries, as required, are put up on the Companys website and can be accessed at "https://genuspower.com/investor-category/investor-information/".

The policy for determining material subsidiaries as approved by the board may be accessed on the Companys website and its web link is "https://genuspower.com/investor-category/corporate- governance/".

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provisions of the Act, the Accounting Standard on Consolidated Financial Statements and the "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015" (the "Listing Regulations), the audited consolidated financial statement is provided in the annual report. The consolidated revenue stood at 106039.85 Lakhs and the consolidated net profit stood at 7261.25 lakhs in the FY 2019-20.

A statement containing the salient feature of the financial statements of each of the subsidiaries/associates/joint ventures in the prescribed Form AOC-1 is attached as Annexure-C to this report.

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions in the FY 2019-20 were in the ordinary course of business and on an arms length basis. All these transactions were approved by the audit committee. There were no materially significant related party transactions that may have potential conflict with the interests of the Company at large. There are no transactions that are required to be reported in Form AOC-2. For further details of the related party transactions, please refer to note 46 to the standalone financial statement, which sets out related party disclosures.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the board can be accessed on the Companys website and its web link is "https://genuspower.com/investor-category/corporate- governance/".

CORPORATE SOCIAL RESPONSIBILITY

The corporate social responsibility ("CSR") 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 has been approved by the Board. The Companys CSR policy is in line with Schedule VII of the Act. In the FY 2019-20, there has not been any change in the CSR Policy. The CSR Policy is put up on the Companys website and can be accessed at "https://genuspower.com/investor-category/corporate- governance/".

In the FY 2019-20, the Company has undertaken a number of projects and programs as part of its CSR initiatives. The focus areas of the Companys CSR programs/initiatives were protection and promotion of Indias art, culture and heritage, animal welfare, promotion of healthcare, promotion of education, eradication of hunger & poverty, environmental sustainability and ecological balance. The Companys dedicated staff members monitor the implementation of projects and programs regularly by site visits, meeting beneficiaries and checking records.

In the FY 2019-20, the Company spent 249.05 lakhs (around 3.31 % of the average net profits of last three financial years) on CSR activities. The statutory disclosures with respect to the CSR committee and an annual report on CSR activities form part of this report as Annexure-D.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place a comprehensive risk management policy and adequate internal financial control system, which is formulated by the risk management committee and reviewed by the board. The risk management policy contains elements of risk, which in the opinion of the board may threaten the existence of the Company. The Company has defined procedures to inform members of the board about risk assessment and minimization procedures. The details of the risk management committee, risk management policy and internal financial control systems are provided in the report on management discussion and analysis and the corporate governance report, forming part of this report.

INSURANCE

The Company has insured its assets and projects adequately to cover most risks. Some of the key insurance policies, taken by the Company in the FY 2019-20 are as follows:

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

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

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

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

CREDIT RATING

In the FY 2019-20, India Ratings and Research (Ind-Ra) has affirmed Genus Power Infrastructures Ltds (GPIL) Long-Term Issuer Rating at IND A+. The Outlook is Stable. The instrument-wise rating actions are as follows:-

Instrument Type	Size of Issue (billion)	Rating/Outlook	Rating Action
Fund-based Limits	INR 2.1	IND A+/Stable/IND A1	Affirmed
Non-fund-based Limits	INR 7.75 (reduced from INR 8.25)	IND A+/Stable/IND A1	Affirmed
Commercial Paper (within the fund-based working capital limits)	INR 1.0	IND A1	Affirmed
Proposed Non-fund-based limits	INR 0.5	Provisional IND A+/Stable/ Provisional IND A1	Assigned

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CODE OF CONDUCT

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

CORPORATEGOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by the SEBI. The corporate governance report along with a certificate of the statutory auditors of the Company regarding compliance of the conditions of corporate governance as

stipulated under the Listing Regulations is attached as Annexure-F to this report.

WHISTLEBLOWER POLICY AND VIGILANCE MECHANISM

The Company has put in place a whistleblower policy and vigil mechanism as required under Section 177(9) of the Act. The Company has established a vigil mechanism for directors and employees to report genuine concern of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. The audit committee reviews the existence and effectiveness of the vigil mechanism from time to time. The above policy and mechanism have been appropriately communicated across all sections within the Company. The whistleblower policy and vigil mechanism have also been displayed on the Companys internal HR management system as well as on the Companys website and its web link is "https://genuspower.com/investor-category/corporate- governance/".

The audit committee affirmed that no personnel have been denied access to the audit committee in the FY 2019-20.

PREVENTION OF INSIDER TRADING PRACTICES

The Company has put in place a Code of Conduct for regulating, monitoring and reporting of trading by designated persons and their immediate relatives, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy for Procedure of Inquiry in case of Leak of Unpublished Price Sensitive Information in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. The above codes prevent insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. The above codes also prohibit the insider to trade in securities, when in possession of unpublished price sensitive information and during the period when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the Company in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended and submit the same to the compliance officer for approval and public disclosure.

ANNUALRETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed form i.e., Form MGT-9 is annexed herewith as Annexure-G, which forms part of this report. As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Companys website and can be accessed at "https://genuspower.com/investor-category/corporate- governance/".

DIRECTORS

During the FY 2019-20, Mrs. Mansi Kothari (DIN: 08450396), who was appointed as an additional director of the Company in the capacity of independent woman director with effect from May 11, 2019 considering his integrity, expertise and experience, has been appointed as an independent woman director and non-executive director of the Company in the annual general meeting of the Company held on September 06, 2019 to hold office for a tenure of five consecutive years from May 11,2019 to May 10, 2024. Pursuant to the circular dated June 20, 2018, issued by the stock exchanges and the declaration received from the independent director, she being appointed as independent director are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and therefore, she is not disqualified to be appointed/reappointed as an independent director. Further, she is not related to any director of the Company.

Mrs. Sharmila Agarwal (DIN: 07137624) ceased to be a director of the Company with effect from May 13, 2019 on account of resignation. As per the resignation letter, she is occupied in other areas and would not be able to devote her time to perform the duties in the capacity of Director of the Company. She also confirmed that there is no other material reason other than those provided.

Mr. Ishwar Chand Agarwal (DIN: 00011152) was re-appointed as whole

time director, designated as executive chairman of the Company for a period of five years with effect from January 24, 2019 and also to continue to hold such position after attaining the age of 70 years. Mr. Rajendra Kumar Agarwal (DIN: 00011127) was also re-appointed as managing director (MD) and chief executive officer (CEO) of the Company for a period of five years with effect from May 29, 2019. Mr. Jitendra Kumar Agarwal (DIN: 00011189) was also re-appointed as joint managing director (JMD) of the Company for a period of five years with effect from September 20, 2019.

In compliance with the provisions of the Act and the articles of association of the Company, Mr. Kailash Chandra Agarwal, director of the Company, retires by rotation at the ensuing annual general meeting, and he being eligible, has offered himself for re-appointment. The board on the recommendation of the nomination and remuneration committee has recommended his re-appointment.

A brief resume along with other details of the directors proposed to be appointed or reappointed, are furnished in the Annexure to the Notice of the ensuing annual general meeting.

Pursuant to the provisions of Section 134(3)(d) of the Act, with respect to statement on declaration given by independent directors under Section 149(6) of the Act, the board hereby confirms that all the independent directors of the Company have given declaration that:

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

• they have registered their names in the Independent Directors Databank; and

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

Based on the confirmation/affirmation received from independent director, that he/she was not aware of any circumstances that are contrary to the declarations submitted by him/her, the board acknowledged the veracity of such confirmation and taken on record the same.

Familiarization programmes

Pursuant to Regulation 25(7) of the Listing Regulations, the Company organises familiarization programmes for independent directors to provide them an opportunity to have a clear understanding of their roles, rights and responsibilities. This also makes it possible for independent directors to understand the Companys business model, operational systems, nature of the industry and other relevant information thoroughly. The details of familiarization programs have been disclosed on the website of the Company and the web link thereto is "https://genuspower.com/investor-category/corporate- governance/".

Policy on directors appointment and remuneration and other details

In compliance with the provisions of Section 134(3)(e) and Section 178(3) of the Act, the policy on selection of directors and determining directors independence (criteria for board membership) and the policy on remuneration of director, key managerial personnel and senior management personnel are available on the website of the Company at

"https://genuspower.com/investor-category/corporate- governance/". The salient features of the policies are attached as Annexure-H & I respectively. For further details relating to directors, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

The board has carried out an annual evaluation of its own performance as well as performance of its committees and individual directors, including chairperson, and managing directors pursuant to the provisions of the Act and the Listing Regulations.

The boards performance was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The committees performance was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, terms of reference of committee effectiveness of committee meetings, etc.

The chairpersons performance evolution was linked to both the functioning of the board as a whole as well as the performance of each director. Independent directors reviewed the performance of the chairperson of the Company after seeking inputs from the executive directors and non-executive directors.

The performance evaluation of managing directors and executive directors of the Company was done by all the directors (excluding the director being evaluated).

The performance evaluation of independent directors was done by the entire board (excluding the director being evaluated).

The evaluation was carried out through a structured questionnaire prepared by the nomination and remuneration committee (NRC) separately for the board, committees, chairperson, managing director and individual directors. The questionnaire and evaluation process were reviewed in the context of amendments to the Listing Regulations and the Act. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

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

KEY MANAGERIAL PERSONNEL

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

Company during the FY 2019-20:

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

• Mr. Jitendra Kumar Agarwal, Joint Managing Director

• Mr. Nathulal Nama, Chief Financial Officer

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

In the FY 2019-20, (six) 6 meetings of the board were held. For further details thereof, kindly refer to the corporate governance report, which forms part of this report.

COMMITTEES OF THE BOARD

The Company has the following committees of the board:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Finance Committee

(g) Sales Committee

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

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

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

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

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

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

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. S.R. BatLiboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) were appointed as joint statutory auditors of the Company at the annual general meeting held on September 06, 2019 for the second term of 5 consecutive years i.e. to hold office till the conclusion of the 32nd AGM of the Company to be held in 2024. M/s. Kapoor Patni & Associates, Chartered Accountants, (Firm Registration No. 019927C) were appointed as joint statutory auditors of the Company at the annuaL generaL meeting heLd on September 06, 2019 for the first term of 5 consecutive years i.e. to hold office till the conclusion of the 32nd AGM of the Company to be held in 2024. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes on financial statement referred to in the auditors report are self-explanatory and do not call for any further comments. The auditors report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors and Cost Audit Report

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

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the board, based on the recommendation of the audit committee, has appointed M/s. K. G. Goyal & Associates, Cost Accountants, as cost auditor of the Company for conducting the cost audit for the financial year ended on March 31,2021, on a remuneration as mentioned in the Notice of 28th annuaL generaL meeting. A certificate from M/s. K. G. Goyal & Associates, Cost Accountants, has been received to the effect that their appointment as cost auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking shareholders ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 28th annuaL generaL meeting and the same is recommended for your consideration and ratification.

The cost audit report for the FY 2018-19, issued by M/s. K. G. Goyal & Associates, Cost Auditors, was filed with the ministry of corporate affairs (MCA) on October 01,2019 within the stipulated due date.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes, 2014, the secretarial audit for the FY 2019-20 has been carried out by M/s. C.M. Bindal & Co., Practicing Company Secretaries. The secretarial audit report submitted by them in the prescribed form (i.e. MR-3) is attached as Annexure-J and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the secretarial auditors in the report issued by them for the FY 2019-20, which call for any explanation from the board.

Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/27/2019 dated February 08, 2019, the annual secretarial compliance report issued by the practicing company secretary for the financial year 2019-20 is attached as Annexure-K.

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

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

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

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

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the business responsibility report describing the initiatives taken by the Company from environmentaL, sociaL and governance perspective is attached as Annexure-M to this report and is aLso avaiLabLe on the Companys website www.genuspower.com.

CEO AND CFO CERTIFICATION

The Managing Director & CEO and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached as Annexure-N to this report. The said annuaL certificate was pLaced before the board at its meeting held on June 10, 2020. The Managing Director & CEO and the Chief FinanciaL Officer of the Company aLso give quarterLy certification on financiaL resuLts whiLe pLacing the financiaL resuLts before the board in terms of Regulation 33(2) of the Listing Regulations.

OTHER DISCLOSURES

Your Directors state that during the FY 2019-20,

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

(b) the Company has put in place a defined policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said policy covers all employees with no discrimination between individuals at any point on the basis of race, colour, gender,

religion, political opinion, social origin, sexual harassment or age.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has an internal committee (which includes a woman member) to monitor the behavior of all employees and to redress complaints, if any. Further, the Company has not received any complaint regarding sexual harassment in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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

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

(f) the Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India.

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

ACKNOWLEDGEMENTS

The Directors thanks the Government of India, the State Governments, SEBI, BSE, NSE, Bankers, Depositories, Tax Authorities, RBI, MCA, Ministry of Power, Ministry of Finance, State Electricity Boards, and Power Utilities for their co-operation.

The Directors also thanks the Companys shareholders, investors, vendors, dealers and business associates for their continued support and faith reposed in the Company.

The Directors appreciate and value the contribution made by every member of the Genus family.

The Directors regret the loss of life due to Covid-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

For and on behalf of the Board of Directors

Ishwar Chand Agarwal

Chairman DIN: 00011152 Jaipur, July 29, 2020

Annual Report on Corporate Social Responsibility (CSR)

[Pursuant to Rules 8 & 9 of Companies (Corporate Social Responsibility Policy) 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:

Genuss CSR Policy:

Following the idea of "SERVING SOCIETY THROUGH INDUSTRY" since inception, Genus Power Infrastructures Limited (hereafter referred to as "Genus" or "Company" in this document) is committed towards people and society at large for bringing positive changes to the lives of mankind. Genus understands its moral, social and business responsibility to protect, preserve & nurture human values and also to promote socio-economic welfare. Genus certainly believes in sharing the profits not only with its members but also with the society around it. Genus always gives preference to the local areas where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.

Genus CSR vision entails -

• To promote employability through technical education for vulnerable sections of society by pulsating partnerships with the government, NGOs, Trusts and other organizations.

• To eradicate hunger and poverty by providing equipments / systems to poor and unemployed people to make them selfemployed and thereby bring them into the mainstream of the society.

• To promote environmental sustainability and ecological balance by supporting the mission of green initiative through proactively involvement in tree plantation.

• To promote healthcare by providing financial and manpower assistance to various healthcare programs and institutions.

• To promote animal welfare by providing financial assistance for construction and maintenance of Gaushala for gau-sewa, specially taking care of injured and medically challenged cows, bulls & calves.

Taking the above vision, the Company has formulated its corporate social responsibility policy (CSR policy), which describes the activities to be undertaken by the Company in line with the activities specified in Schedule VII of the Companies Act, 2013. The board has also approved the Companys CSR policy.

The objectives of this policy are to -

• active involvement in the social and economic development of the society, in which we operate.

• share profits with the society around us through responsible business practices and good governance.

• bring positive changes to the lives of mankind.

Focus Areas:

• Animal welfare

• Promoting education

• Promoting healthcare

• Protection of national heritage, art and culture

• Rural development projects

• Eradicating hunger and poverty

• Environmental sustainability and ecological balance

The projects undertaken are within the broad framework of Schedule VII of the Companies Act, 2013. Details of the CSR policy and projects or programs undertaken by the Company are available on links given below:

Web-Link to the CSR Policy: "https://genuspower.com/investor- category/corporate-governance/"

Projects or programs undertaken by the Company:

"https://genuspower.com/about-us/csr/".

(2) Composition of the CSR committee:

The composition of the CSR Committee of the Company is as follows:

Name of the Member	Position	Category
Mr. Ishwar Chand Agarwal	Chairman	Executive Chairman
Mr. Rajendra Kumar Agarwal	Member	Managing Director & CEO
Mr. Jitendra Kumar Agarwal	Member	Joint Managing Director
Mr. Dharam Chand Agarwal	Member	Independent, Non Executive Director

 

(3) Average net profit of the company for last three financial years	: Rs. 7533.65 lakhs
(4) Prescribed CSR expenditure (Two percent of the amount as in item 3 above)	: Rs. 150.67 lakhs
(5) Details of CSR spend for the financial year:
a) Total amount spent for the financial year	: Rs. 249.05 lakhs
b) Amount unspent if any	: Nil
c) Manner in which the amount spent during the financial year:

 

s. No. CSR project or Activity Identified	Sector in which the project is covered (clause no. of Schedule VII to the Companies Act, 2013, as amended)	Project of Program (1) Local Area or Other (2) Specify the State and district where projects or programs was undertaken	Amount Outlay (Budget) Project or Program wise (Rsin Lakhs)	Amount spent on the Projects or Programs Sub Heads: (1) Direct Expenditure on Projects or Programs (2) Overheads (Rs in Lakhs)	Cumulative Expenditure upto the reporting period i.e. FY 2019-20 (Rs in Lakhs)	Amount Spent: Direct or through Implementing Agency
1 Contribution for mid-day meals to school children.	Clause No.1: Eradicating hunger and poverty and malnutrition, promoting health care including preventive health care	(1) Other (2) Kota, Rajasthan	1.00	1.00	1.00	Through implementing agency
		(1) Other (2) Bangalore	0.11	0.11	0.11	Through implementing agency
Contribution for the social welfare and health care activities.		(1) Local area (2) Jaipur, Rajasthan	1.00	1.00	1.00	Through implementing agency
Contribution to promote preventive health care through yoga and meditation.		(1) Mathura, UP (2) Banglore	50.00	50.00	50.00	Through implementing agency
Contribution for providing subsidised treatment to needy people as to serve the people with drugless therapies like yoga, physiotherapy, acupuncture, diet, hydrotherapy, etc.		(1) Local area (2) Jaipur, Rajasthan	10.00	10.00	10.00	Through implementing agency
Contribution for distribution of foods to poor and needy people.		(1) Local area (2) Jaipur, Rajasthan	2.00	2.00	2.00	Through implementing agency
Spending of CSR funds for Covid-19 related activities such as distribution of hand sanitizer, face mask and gloves, and sanitization of premises, automation, etc.		(1) Local area (2) Jaipur, Rajasthan	0.13	0.13	0.13	Direct
2 Contribution to promote education through scheme namely "Shiksha Ki Unchi Udaan" as a weeklong Student Development Program in Churu, Rajasthan.	Clause No.2: Promoting education	(1) Other (2) Churu, Rajasthan	50.00	50.00	50.00	Through implementing agency
Payment of school and college fees of poor and needy students in local area.		(1) Local area (2) Jaipur, Rajasthan	0.75	0.75	0.75	Direct
Contribution for promoting education including special education and employment enhancing vocation skills.		(1) Other (2) Rajaldesar, Rajasthan	5.00	5.00	5.00	Through implementing agency
Contribution toward payment of stipend to Interns with an aim to promote education including special education and employment enhancing vocation skills and livelihood enhancement projects.		(1) Local area (2) Jaipur, Rajasthan	4.25	4.25	4.25	Direct
Contribution to promote education through scheme namely Prime Ministers Fellowship For Doctoral Research.		(1) Local area (2) Jaipur, Rajasthan	4.83	4.83	4.83	Through implementing agency
Contribution for starting/running of Ekal Vidyalaya for providing of Ekal education caters spreading awareness on health and hygiene, empowerment, rural skills, organic farming and ethical and moral values to tribals and other deprived children in rural Area.		(1) Local area (2) Jaipur, Rajasthan	22.00	22.00	22.00	Through implementing agency
Contribution for employment opportunities, encouraging women entrepreneurs, encourage entrepreneurship with self employment, promoting equitable development, maintain a sustained growth in productivity with quality at competitiveness, encourage setting up of Micro & Small industry for utilization of available natural resources etc.		(1) Local area (2) Jaipur, Rajasthan	21.00	21.00	21.00	Through implementing agency
Contribution for providing technical education to needy youth and other deprived classes of the society in order to develop skilled, dynamic and market- ready talent for the world at large and not just for domestic needs.		(1) Other (2) Churu, Rajasthan	5.00	5.00	5.00	Through implementing agency
3 Contribution for Cow Protection Activities/programme, wherein cows are sheltered in barns (goshala), fed healthy staple and taken care of.	Clause No.4: Animal welfare	(1) Other (2) Churu, Rajasthan	14.12	14.12	14.12	Through implementing agency
Contribution for bird protection and feeding activities, wherein birds are fed and taken care of.		(1) Local area (2) Jaipur, Rajasthan	0.50	0.50	0.50	Through implementing agency
4 Contribution to restore and renovate the Cultural Community Hall in the ISKCON Glory of Rajasthan Cultural Centre, ISKCON, Jaipur Branch	Clause No.5: Protection of national heritage, art and culture	(1) Local area (2) Jaipur, Rajasthan	23.00	23.00	23.00	Through implementing agency
5 Contribution for disaster management, including relief and rehabilitation activities.	Clause No. 12: Disaster management including relief, rehabilitation and reconstruction activities.	(1) Local area (2) Jaipur, Rajasthan	5.00	5.00	5.00	Through implementing agency
Sub-total			237.19	237.19	237.19
Overheads for various CSR initiatives				11.86
Total CSR Spend				249.05

(6) In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report:

Not Applicable. (The amount, which remained unspent in respect of previous years, if any, has been added to the CSR budget for the FY 2020-21 and committed to spend the entire amount on CSR activities within the ambit of statutory requirements).

(7) Responsibility Statement

The responsibility statement of the CSR committee of the board is reproduced below:

"The implementation and monitoring of corporate social responsibility policy, is in compliance with CSR objectives and policy of the Company."

Ishwar Chand Agarwal	Rajendra Kumar Agarwal
Chairman, CSR Committee	Managing Director & CEO
DIN: 00011152	DIN: 00011127
Jaipur, July 29, 2020