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DECLARATION OF RESULTS OF VOTING (INCLUDING E-VOTING) I PROCEEDING OF THE 22NDANNl,JAL

GENERAL MEETING OF GENUS POWER INFRASTRUCTURES LIMITED HELD ON SEPTEMBER 29. 2014

A Notice of the 22nd Annual General Meeting (ItAGMIt)of the Equity Shareholders of Genus Power

Infrastructures Limited (herein after referred to as the ItCompanylt), held on September 29, 2014 at A-32-A,

Sector-62, Noida-201309 (U.P.) pursuant to provisions of the Companies Act, 2013was sent to the Members

of the Company, whose names appeared on the Register of Members/ Listof Beneficiaries as on August i4,2014 seeking their approval to following resolutions/businesses by means of e-voting and/or poll:

(*To dispose of the 'Home & Industrial Products' Division of the company as a going concern on a slump sale

basis which shall be effective from 01st April 2015 for a lump sum consideration of INR49.18 crores subject

to adjustment of net working capital calculated at the time of closing (business transfer) and on such terms

and conditions asmay be decided by the Board.) .

Genus Power Infrastructures Limited(AKailashGroupCompany)v(JfOQlJie IdNjt!ficauvnNUMberL.51909UP1992PLCOS1997

(1)

Registered Office:213, J.S. Arcade, Sector-1B, Noida,

Uttar Pradesh,-201301 (India)F.+91-120-4210421

\\

Item No. Description of resolution

(1) Ordinary resolution to consider and adopt the audited financial statement of the Company

for the financial year ended March 31,.2014, the report of the Board of Directors and...

Auditors thereon

(2) Ordinary resolution to declare dividend on equity shares

(3) Ordinary resolution to appoint Mr. Jitendra Kumar Agarwal (DIN:00011152) as a Director,

who retires from office by rotation and being eligible, has offered himself for re-appointment

(4) Ordinary resolution to appoint M/s. D. Khanna & Associates, Chartered Accountants, Jaipuras Auditors andfix their remuneration

(5) Ordinary resolution to appoint Mr. Rameshwar Pareek (DIN:00014224) as an IndependentDirector

(6) Ordinary resolution to appoint Mr. Dharam Chand Agarwal (DIN: 00014211) as an

Independent Director

(7) Ordinary resolution to appoint Mr. Bhairon Singh Solanki (DIN:00012141) as an IndependentDirector

(8) Ordinary resolution to appoint Mr. Indraj Mal Bhutoria (DIN:00762361) as an Independent. Director

(9) Ordinary resolution to appoint Mr. Udit Agarwal (DIN:02820615) as an Independent Director

(10) Ordinary resolution to appoint Mr. Naveen Gupta (DIN: 00097128) as an IndependentDirector

(11) Special resolution to transfer/sell/dispose of an undertaking/business unit*

(12) Ordinary resolution to appoint M/s. S.R.Batliboi & Associates LLP,Chartered Accountants, asJoint Auditors

(13) Ordinary resolution to approve Remuneration of the Cost Auditors

(14) Special resolution to appoint Mr. Jitendra Kumar Agarwal (DIN:00011152) as Joint ManagingDirector

,-,,,-.,,,,- -,


Companies Act, 2013 and rule 20 of the Companies (Management and Administration) Rules, 2014 on theabove mentioned resolutions as contained in the notice to the 22ndAGM. The Chairman of the 22ndAGMof

the Company also ordered for poll at the said 22ndAGM.

The Scrutinizer has submitted his report on e-voting and poll (in form MGT.13) taken at the said AGM,

separately. The Scrutinizer has also submitted a consolidate report on voting (through e-voting and poll). As

per the consolidated report, the consolidated result of e-votingand poll taken isas under: .

Genus Power Inf(A Kailash Group Company)

COi'pOr3teIdenhtcalionNumberLS1909UPl992PLCOS1997

pu. u, 'v"~ nvuu,.,

Jaipur-302022, (Raj.), India. 1. +91-141-7102400/500

F. +91-141-2770319, 7102503 . W www.genus.in

Uttar Pradesb-201301 (India)

F. +91-120-4210421\\

Item no. of Notice Particular Votes in favour of the Votes against the Invalid votes

of resolution resolution

Business Number % Number % Number number of

of votes,,'

Members casted,

Item No.1 of Notice E-voting 180893019 100.00 NIL NIL 0 0

of AGM (As an Poll 6153141 100.00 NIL NIL 5 27

Ordinary Resolution) Total 187046160 100.00 NIL NIL 5 27








of AGM (As an PoiI 6153141 100.00 NIL NIL 5 - 27













Ordinary Resolution) Total 187030760 100.00 NIL .NIL 5 27




Item No.l0 of Notice E-voting 180877719 100.00 NIL NIL 0 0


Ordinary Resolution) Total 187030860 100.00 NIL NIL 5 27--

( )

~-


On the basis of the above results, it is announced that the all the Resolutions for the Ordinary and Specialbusinesses as set out in item no.1 to 14 of the notice of the 22ndAnnual General Meeting of the Companyhave been duly passed by the Members with requisite majority.

Place: JaipurDated: 01.10.2014

Jt

(3)

Genus Power Infrastructures limited(A KailashGroup Company)

CorporateIdentlficallOf1NumberL51909UPl992PLC051991

I

Corporate Office:

SPL-3,RHca Industrial Area, Sitapura,Tonk Road,Jaipur-302022, (Raj.),India. T +91-141-7102400/500F. +91-141-2770319,7102503. W.www.genus.in

Registered Office:213, J.s. Arcade, Sector-1B, Noida,

Uttar Pradesh-201301 (India)F.+91-120-4210421

~\

Item No.11of Notice E-voting 51811437 100.00 100 0.00 0 0of AGM(As a Special Poll 6153141 100.00 NIL NIL 5 27Resolution) Total 57964578 100.00 100 0.00 5 27Item No.12 of Notice E-voting 180890019 100.00 NIL NIL 0 0of AGM (As an Poll 6153141 100.00 NIL NIL 5 27

Ordinary Resolution) Total 187043160 100.00 NIL NIL 5 27Item No.13 of Notice E-voting 180893019 100.00 NIL NIL 0 0of AGM (As an Poll 6153141 100.00 NIL NIL 5 27Ordinary Resolution) Total 187046160 100.00 NIL NIL 5 27Item No.14 of Notice E-voting 51826837 100.00 NIL NIL 0 0of AGM(As a Special Poll 6153141 100.00 NIL NIL 5 27Resolution) Total 57979978 100:00 NIL NIL 5 27

SCRUTINIZER'S REPORT

{Consolidated Report on E-votine: and poln

To,

The Chairman,

22ndAnnual General Meeting of the Equity Shareholders ofGenus Power Infrastructures Limited

Held on September 29, 2014 at 11:00 a.m. at

A-32-A, Sector-62, Noida-201309 (U.P.)"

...

Dear Sir,

I, CM. Bindal, a Practising Company Secretary, appointed as a Scrutinizer by the Board of Directors of M/s.

Genus Power Infrastructures Limited (herein after referred to as the "Company") vide Board Resolution dated

August 21, 2014 to conduct the e-voting process (held from September 23, 2014 to September 25, 2014) and forthe purpose of the poll taken on the below mentioned resolutions as contained in the notice to the 22ndAnnual

General Meeting ("AGM") of the Equity Shareholders of the Company, held on September 29, 2014 at 11:00

a.m. at A-32-A, Sector-62, Noida-201309 (U.P.), submit our report as under:

(a) The Company has completed the dispatch of Notice of AGM through Courier on September 02, 2014 to

the members, whose names appeared on the Register of Members/ List of Beneficiaries as on August14, 2014.

(b) The e-voting period remained opened from Tuesday, September 23, 2014 (9:00 a.m.) to Thursday,September 25, 2014 (5:30 p.m.).

(c) After the conclusion of the e-voting period, the votes were unblocked in the presence to two witnesses

not in employment of the Company and the result/list of members who have voted "in favour" and

"against" the resolution, was downloaded/taken from the e-voting website of Central DepositoryServices(India) Limited ("CDSL")and report over the same was handed over to the Chairman.

(d) The Chairman of the 22ndAGM of the Company ordered for poll and after the time fixed for closing of

the poll by the Chairman, two ballot boxes kept for polling were locked in my presence with dueidentification marks placed by me.

(e) The locked ballot boxes were subsequently opened in my presence and poll papers were diligently

scrutinized. The poll papers were reconciled with the records maintained by the Registrar and Transfer

Agents of the Company and the authorizations/proxies lodged, if any with the Company.

(f) I have already submitted my report on e-voting and poll (in form MGT.13)taken at the AGM,separatelyto the Chairman.

(g) The consolidated result of e-voting and poll taken is as under: -

(1)

(2)

Item no. of Notice Particular Votes in favour of the Votes against the Invalid votesof resolution resolutionBusiness Number % Number % Number number of

of votes

Members castedItem No.1 of Notice E-voting 180893019 100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27

Ordinary Resolution) Total 187046160 100.00 NIL NIL 5 27Item No.2 of Notice E-voting 180893019 100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00. NIL NIL 5 27"Ordinary Resolution) Total 18704b160 100.00 NIL NIL 5 27Item No.3 of Notice E-voting 51826837 .100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27

Ordinary Resolution) Total 57979978 100.00 NIL NIL 5 27Item No.4 of Notice E-voting 180893019 100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27



Ordinary Resolution) Total 187030860 100.00 NIL NIL 5 27Item NO.7 of Notice E-voting 180877719 100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27

Ordinary Resolution) Total 187030860 100.00 NIL NIL 5 27Item NO.8 of Notice E-voting 180877619 100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27


Item NO.9 of Notice E-voting 180877719 100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27

Ordinary Resolution) Total 187030860 100.00 NIL NIL 5 27Item No.l0 of Notice E-voting 180877719 100.00 NIL Nil a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27

Ordinary_Resolution) Total 187030860 100.00 NIL Nil 5 27

It;eg,,)Jf Notice E-voting 51811437 100.00 100 0.00 a aO' 1-'\rl( ...(As)fjal Poll 6153141 100.00 NIL NIL 5 27

oluti I) Total 57964578 100.00 100 0.00 5 27

On the basis of the above voting details and the scrutjtly of poll papers including e-voting records received,the resolutionsas contained in the afofesaid Noticemay deem to be duly passed with requisite majority.Youmay accordingly declare the results ofthe vgting by Postal Ballot.

The poll papers, registers and the other relevant records relating to poll (including e-voting) have been

sealed and handed over the same to the Company Secretary of the Company for safe keeping.

For C.M. Bindal & Company,Place: JaipurDate: 01.10.2014 ~

(C.~ndal)Proprietor

SCRUTINIZER

(3)

Item No.12of Notice Evoting 180890019 100.00 NIL NIL a aof AGM (As an Poll 6153141 100.00 NIL NIL 5 27


Ordinary Resolution) Total 187046160 100.00 NIL NIL 5 27Item No.14of Notice E-voting 51826837 100.QO NIL NIL a aof AGM (As a Special Poll 6153141 100.00 NIL NIL 5 27

Resolution) Total 57979978 100.00 NIL NIL 5 27

SCRUTINIZER'SREPORT

(Report on E-votin~d

[Pursuant to section 108 of the Companies Act, 2013 and rule 20(3)(xi) of the Companies (Management and

Administration) Rules, 20141

To,

The Chairman of nnd Annual General Meeting of the Equity Shareholders of

Genus Power Infrastructures Limited to be held on September 29, 2014 at 11:00 a.m. at

A-32-A,Sector-62, Noida-201309 (U.P.)

Dear Sir,

r-

I, CM. Bindal, a Practising Company Secretary, appointed as a Scrutinizer by the Board of Directors of M/s.

Genus Power Infrastructures Limited (herein after referred to as the "Company") vide Board Resolution

dated August 21, 2014 to conduct and'scrutinize the '~-voting process (held from September 23, 2014 to

September 25, 2014) and ascertaining the requisite majority on e-voting carried out as per the provision of~

Section 108 of the Companies Act, 2013 and rule 20 of the Companies (Management and Administration)

Rules, 2014 on the below mentioned resolutions as contained in the notice to the 22nd Annual General

Meeting ("AGM") of the Equity Shareholders of the Company, to be held on September 29, 2014 at 11:00a.m. at A-32-A,Sector-62, Noida-201309 (U.P.), submit our report as under:

(a) The Company has completed the dispatch of Notice of AGMthrough Courier on September 02, 2014 to

the members, whose names appeared on the Register of Members/ Listof Beneficiaries as on August 14,

2014. The member of the Company as on the cut-off date i.e. August 14, 2014 were entitled to vote onthe resolutions as contained in the notice to the nnd AGM.

(b) The e-voting period remained opened from Tuesday, September 23, 2014 (9:00 a.m.) to Thursday,

September 25,2014 (5:30 p.m.).

(c) After the conclusion of the e-voting period, the votes were u:1blocked in the presence to two witnesses

not in employment of the Company and the result/list of members who have voted "in favour" and

"against" the resolution, was downloaded/taken from the e-voting website of Central Depository

Services (India) Limited ("CDSL")and based on such report/list, the results of e-voting is as under: -

Resolution No.1: Ordinary resolution to consider and adopt the audited financial statement of the

Company for the financial year ended March 31, 2014, the report of the Board ofDirectors and Auditors thereon."

(i) Voted in favour of the resolution:

(ii) Voted against the resolution:

l Number of membe" votedNIL

Number of votes cast by them % of total number of validvotes cast---

NIL NIL--------

(1) ~ .-;:-:--,..<'~", ~~

I 'Ct.

{ AIPU ."J- \\.:/.~.~ ..'P~~~-~\:,,\; .

Number of members voted Number of votes cast by them % of total number of validvotes cast

65 180893019 100-

- '2 -(iii) Invalid votes:

Resolution No.2: Ordinary resolution to declare dividend on equity shares.


(ii) Voted against the resolution: ,"...

(iii)Invalid votes:

Resolution No.3: Ordinary resolution to appoint Mr. Jitendra Kumar Agarwal (DIN: 00011152) as a

Director, who retires from office by rotation and being eligible, has offered himselffor re-appointment.



(iii)Invalid votes:

(2)

Total numl3er of members whose votes were Total number of votes cast by themdeclared invalidNIL NIL


65 180893019 100

Number of members voted NUn;).berof votes cast by them % of total number of validvotes cast

NIL NIL NIL

Total number of members whose votes were Total number of votes cast by themdeclared invalidNIL NIL


15 51826837 100.00


NIL NIL NIL


--3-

Resolution No.4: Ordinary resolution to appoint Mis. D. Khanna & Associates, Chartered

Accountants, Jaipur as Auditors and fix their remuneration.



(iii)Invalid votes:",

Resolution No.5: Ordinary resolution to appoint Mr. Rameshwar Pareek (DIN: 00014224) as an

Independent Director.

(i) Voted in favour ofthe resolution:


(iii)Invalid votes:

Resolution No.6: Ordinary resolution to appoint Mr. Dharam Chand Agarwal (DIN: 00014211) as an

Independent Director. .


64 180877719

(3)

% oftotal number of validvotes cast

100

Number of members voted Number of votes cast by them

Number of members voted Number of votes cast by them % oftotal number of validvotes cast

65 180893019 100


NIL NIL NIL



64 180877719 100


NIL NIL NIL


-Lt-


(iii) Invalid votes:

Resolution No.7: Ordinary resolution to appoint Mr. Bhairon Singh Solanki (DIN: 00012141) as an

Independent Director. ",



(iii)Invalid votes:

Resolution No.8: Ordinary resolution to appoint Mr. Indraj Mal Bhutoria (DIN: 00762361) as anIndependent Director.



(4)


Nil Nil Nil

Total number of members whose votes were Total number of votes cast by themdeclared invalidNil Nil


64 180877719 100


Nil Nil Nil

Total number of members whose votes were Total number of votes cast by themdeclared invalidNil Nil

Number of members voted Number of votes cast by them % oftota I number of validvotes cast

63 180877619 100


Nil Nil Nil

-5'-


Resolution No.9: Ordinary resolution to appoint Mr. Udit Agarwal (DIN: 02820615) as an


(i) Voted in favour ohhe resolution:

,



Resolution No.10: Ordinary resolution to appoint Mr. Naveen Gupta (DIN: 00097128) as an





(5)


Number of members voted Number of votes cast by them % ohotal number of validvotes cast

64 180877719 100

Number of members voted Number of votes cast by them % of tota I number of va lidvotes cast

NIL NIL NIL


Number of members voted Number of votes cast by-them % of total number of validvotes cast

64 180877719 100


NIL NIL NIL


-b~

Resolution No.11: Special resolution to transfer/sell/dispose of an undertaking/business unit,



"(iii)Invalid votes:

..

Resolution No.12: Ordinary resolution to appoint M/s. S.R.Batliboi & Associates LLP, Chartered

Accountants, asJoint Auditors.




Resolution No.13: Ordinary resolution to approve Remuneration of the Cost Auditors,

(i) Vote.d in favour of the resolution:

(6)


13 51811437 100


1 100 0.00


Number of members voted Number of votes cast by them % ohotal number of validvotes cast

64 180890019 100


NIL NIL NIL



65 180893019 100

-'}-



"Resolution No.14: Special resolutidh to appoint Mr. Jitendra Kumar Agarwal (DIN:00011152) as Joint

Managing Director.

"(i) Voted in favour ofthe resolution:



I hereby confirm that I am maintaining the Register in compliance of rule 20(3)(xii) of the Companies(Management and Administration) Rules, 2014. I shall be arranging the register and the other relevantrecords relating to e-voting to hand over the same to the Company Secretary of the Company or otherauthorised person, for safe keeping.

For C.M. Bindal & Company,Place: JaipurDate: 26.09.2014

(7)


NIL NIL NIL



15 51826837 100.00


NIL NIL NIL


(Form MGT-13)

SCRUTINIZER'SREPORT

(Report on Poll)

[Pursuant to section 109 ofthe Companies Act, 2013 and rule 21(2) of the Companies (Management and

Administration) Rules.20141

To,

The Chairman of 22ndAnnual General Meeting of the Equity Shareholders of

Genus Power Infrastructures Limited to be held on September 29, 2014 at 11:00 a.m. at

A-32-A, Sector-62, Noida-201309 (U.P.)

DearSir, ,0'..

I, eM. Bindal, a Practising Company Secretary, app0inted as Scrutinizer for the purpose of the poll taken on the

below mentioned resolutionsas contained in the notice to the nnd Annual General Meeting ("AGM") of the

Equity Shareholders of M/s. Genus Power Infrastructures Limited (herein after referred to as the "Company"),

held on September 29, 2014 at 11:00 a.m. at A-32-A, Sector-62, Noida-201309 (U.P.), submit our report asunder:

(a) The Company has completed the dispatch of Notice of AGM through Courier on September 02, 2014 to the

members, whose names appeared on the Register of Members/ List of Beneficiaries as on August 14, 2014.

The member of the Company as on the cut-off date i.e. August 14, 2014 were entitled to vote on theresolutions as contained in the notice to the 22ndAGM.

(b) The Chairman of the 22ndAGM of the Company ordered for poll and after the time fixed for closing of the

poll by the Chairman, two ballot boxes kept for polling were locked in my presence with due identification

marks placed by me.

(c) The locked ballot boxes were subsequently opened in my presence and poll papers were diligently

scrutinized. The poll papers were reconciled with the records maintained by the Registrar and Transfer

Agents of the Company and the authorizations/proxies lodged, if any with the Company.

(d) The poll papers, which were incomplete and/or which were otherwise found defective, have been treated as

invalid and kept separately.

(e) Theresultof the poll isas under: -

Resolution No.1: Ordinary resolution to consider and adopt the audited financial statement of the

Company for the financial year ended March 31, 2014, the report of the Board ofDirectors and Auditors thereon. '


6-

(1)

Number of members present and Number of votes cast by them % of total number of valid votes

voting (fn person or by proxy) cast

63 6153141 100



,."..

Resolution No.2: Ordinary resolution to declare dividend on equity shares.




Resolution No.3: Ordinary resolution to appoint Mr. Jitendra Kumar Agarwal (DIN: 0OO11152) as a

Director, who retires from office by rotation and being eligible, has offered himself for

re-appointment.


(2)

Number of members present and Number of votes cast by them % of total number of valid votesvoting (in person or by proxy) castNIL NIL NIL

Total number of members whose votes were Total number of votes cast by themdeclared invalid5 27

Number of members present and Number of votes cast by them % of total number of valid votesvoting (in person or by proxy) cast63 6153141 100



Number of members present and Number of votes cast by them % of total number of valid votesvoting (ih person or by proxy) cast

63 6153141 100



",Resolution No.4: Ordinary resolution to appoint MIs. D. Khanna & Associates, Chartered Accountants,

Jaipur as Auditors and fix tneir remuneration.



(Hi) Invalid votes:

Resolution No.5: Ordinary resolution to appoint Mr, Rameshwar Pareek (DIN: 00014224) as anIndependent Director.


Number of members present andvoting (in person or by proxy)63

Number of votes cast by them % oftotal number of valid votescast

1006153141

(3)

Number of members present and Number of votes cast by them % of total number of valid votesvoting (in person or by proxy) cast

NIL NIL NIL



63 6153141 100


NIL NIL NIL




"..

Resolution No.6: Ordinary resolution to appoint Mr. Dharam Chand Agarwal (DIN: 00014211) as anIndependent Director.



(iii)Invalid votes:

Resolution No.7: Ordinary resolution to appoint Mr. Bhairon Singh Solanki (DIN: 00012141) as anIndependent Director.



Number of votes cast by them % of total number of valid votescast

1006153141

(4)








,,'...

Resolution No.8: Ordinary resolution to appoint Mr. Indraj Mal Bhutoria (DIN: 00762361) as anIndependent Director.




Resolution No.9: Ordinary resolution to appoint Mr. Udit Agarwal (DIN: 02820615) as an IndependentDirector.


Number of members present andvoting (ih person or by proxy)63


6153141 100

(5)








,.',Resolution No.10: Ordinary resolution to appoint Mr. Naveen Gupta (DIN: 00097128) as an Independent

Director.




Resolution No.ll: Special resolution to transfer/sell/dispose of an undertaking/business unit.




6153141 100

(6)






Oi) Voted against the resolution:


,.',Resolution No.12: Ordinary resolution to appoint MIs. S.R.Batliboi & Associates LLP, Chartered

Accountants, as Joint Auditors.




Resolution No.13: Special resolution to approve Remuneration of the Cost Auditors.


(7)



Number of members present and Number of votes cast by them % of total number of valid votes

voting (in person or by proxy) cast

63 6153141 100


NIL NIL NIL



63 6153141 100

(ii) Voted against th~ resolution:


ResolutionNo.14: Ordinary resolution to appoint Mr. Jitendra Kumar Agarwal (DIN: 00011152) as Joint..Managing Director.



(Hi)Invalid votes:

(f) ACompactDisc(CD)containinga listof equityshareholderswho voted "FOR","AGAINST"and those whosevotes were declared invalidfor each resolution is enclosed.

. (g) The poll papers and the other relevant records for poll have been sealed and handed over the same to the

Company Secretary of the Company for safe keeping. .

Place: JaipurDate: 01.10.2014

(8)






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