group company) · §\\u‘ll//é genus paper & boards, ltd gingess (a kailash group company) vr...

13
§\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) v R O U P CIN No : L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited National Stock Exchange of India Ltd. (Corporate Relationship Department), (Listing & Corporate Communications), 1St Floor, P.J. Towers, Exchange Plaza, Plot no. C/1, G Block, Dalai Street, Fort, Bandra-Kurla Complex, Bandra (E), Mumbai 400001 Mumbai 400 051. . Fax No.: 022-22723719 / 22723121 l22722039 Fax No: (022) 26598237 / 38 E—mail: corp,[email protected] Email: cc [email protected] Scrip Code : 538961 Symbol : GENUSPAPER Dear Sir(s), Re: Outcome of the 8th Annual General Meetinq and Results of E-Votinq & Poll This is to inform you that the 8m Annual General Meeting ("AGM") of Genus Paper & Boards Limited (“The Company”) was held on 30'h September, 2019. In this regard and pursuant to the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations‘), please find-attach herewith the following: 1. Summary of proceedings of the AGM of the Company. 2. The Voting Results as - required under Regulation 44(3) of the Listing Regulations in the prescribed formal along with Consolidated Scrutinizer Report. You are requested to take the aforesaid on record and oblige. Thanking you, Yours truly For Genus Paper & Boards Limited W 3' 3,, Anuj Ahluwalia Company Secretary Encl: Ala Corporate Office: D7116, Okhla industrial Area, Phase-l, New Delhi-110 020, India Ph. : +91—11—47114800, Telefax : +91711-47114814 Regd. Office & Works: Kanth Road, Aghwanpur, Moradabad»244001 (U.P.) Ph, : +91-59172511171, 09837075702/3 Fax : +91-591v2511242

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Page 1: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

§\\u‘lL//é Genus Paper & Boards, Ltd gingess(A Kailash Group Company)

vR O U P

CIN No : L21098UP2012PLC048300 PAN NO-AAECGS483A

September 30, 2019a

BSE Limited National Stock Exchange of India Ltd.

(Corporate Relationship Department), (Listing & Corporate Communications),1St Floor, P.J. Towers, Exchange Plaza, Plot no. C/1, G Block,

Dalai Street, Fort, Bandra-Kurla Complex, Bandra (E),

Mumbai — 400001 Mumbai — 400 051.

.

Fax No.: 022-22723719 / 22723121 l22722039 Fax No: (022) 26598237 / 38

E—mail: corp,[email protected] Email: cc [email protected]

Scrip Code : 538961

Symbol : GENUSPAPER

Dear Sir(s),

Re: Outcome of the 8th Annual General Meetinq and Results of E-Votinq & Poll

This is to inform you that the 8m Annual General Meeting ("AGM") of Genus Paper & Boards Limited

(“The Company”) was held on 30'h September, 2019.

In this regard and pursuant to the provision of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (‘Listing Regulations‘), please find-attach herewith the following:

1. Summary of proceedings of the AGM of the Company.2. The Voting Results as - required under Regulation 44(3) of the Listing Regulations in the

prescribed formal along with Consolidated Scrutinizer Report.

You are requested to take the aforesaid on record and oblige.

Thanking you,

Yours trulyFor Genus Paper & Boards Limited

W3' 3,,

Anuj Ahluwalia

Company Secretary

Encl: Ala

Corporate Office: D7116, Okhla industrial Area, Phase-l, New Delhi-110 020, India Ph. : +91—11—47114800, Telefax : +91711-47114814

Regd. Office & Works: Kanth Road, Aghwanpur, Moradabad»244001 (U.P.) Ph, : +91-59172511171, 09837075702/3 Fax : +91-591v2511242

Page 2: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

r092

SUMMARY OF PROCEEDING OF THE 8TH ANNUAL GENERAL MEETING ("AGM”) OF THE MEMBERS OF GENUS

PAPER & BOARDS LIMITED HELD ON MONDAY, SEPTEMBER 30, 2019 FROM 10:00 A.M. TO 11:10 A.M. AT

VILLAGE AGHWANPUR KANTH ROAD, MORADABAD- 244001 (UTTAR PRADESH)

T&B°$r

Mr. Udit Agarwal, Independent Director (Chairman of Audit Committee, Nomination and Remuneration

Committee and Stakeholders Relationship Committee) chaired the proceedings of the meeting.The AGM commenced at 10:00 am. The Chairman welcomed all members, directors, key managerialpersons, statutory auditors and secretarial auditors ofthe Company present in the meeting. He introduced

them to the Shareholders. He also explained the absence of directors, who could not attend the Meeting,A total of 32 members (including through proxies) in person attended the AGM.

The statutory documents and registers as required were kept open at the place of the Meeting for

inspection and were accessible throughout the Meeting.

After ascertaining that the requisite quorum for the meeting was present, the Chairman called the Meetingto order.

The Chairman briefed the members about the performance of the Company in the financial year 2018»19.

The Chairman informed the members that the Auditors’ Report on the accounts for the yearended March

31, 2019 did not contain any qualifications, observations or comments on financial transactions or matters,'

which had any adverse effect on the functioning of the Company. The said Audit Report was thus not read

at the meeting.

Further, since there were no qualifications, observations or comments or other remarks mentioned in the

report of the Secretarial Auditor, the said Secretarial Auditor’s Report was not read at the meeting.With the permission of the members present, the Notice and Explanatory Statement dated July 3lst, 2019

convening the AGM were taken as read, The audited financial statements for the year ended March 31,2019 with Directors/ Report were also taken as read with,the consent of members present.

Thereafter, the Chairman stated that pursuant to the provision of Section 108 of the Companies Act, 2013

read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of

SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company had offered remote er

voting facility as an alternate to the members, whose names appeared on the Register of Members/ List of

Beneficiaries as on September 23, 2019, to exercise their right to vote from September 27, 2019 to

September 30, 2019 in proportion to their shareholding as on the cut—off date of September 23, 2019, at the

AGM of the Company by electronic mode. Members had an option to either cast their vote in physical form

(ballot/poll papers) by attending the Annual General Meeting or vote through remote e-voting_facility. If a

member has opted for e-voting, then he/she shall not be eligible to vote in physical mode at the Annual

General Meeting. However, in case members cast their vote both via physical ballot at the Annual General

Meeting and e—voting, then voting through electronic modeshall prevail and voting done by physical ballot

shall be treated as invalid. For shareholders, who are present at the meeting and who have not cast their

votes through e-voting, a poll is being conducted at the end of this meeting. Ms. Komal, Practicing CompanySecretary (Prop of M/s. Komal & Associates, Delhi, ACS No. 48168, CP No. 17597) has been appointed as

Scrutinizer to conduct and scrutinize the e-voting process 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. Ms. Komal has also been appointed for

conducting and scrutinizing the poll process in a fair and transparent manner at the Annual General

Meeting. The Chairman further stated that pursuant to Section 107 of the Act, there will be no voting on the

resolutions by show of hands. The Chairman further stated that the results of voting on each resolution shall

be declared within 48 hours of conclusion of the meeting upon receiving the consolidated report of e-votingand poll by the Scrutinizer. The Chairman further stated that the consolidated results of voting (e-voting and

poll) would be uploaded on the Company’s website and also intimated to the Stock Exchanges.

Page 3: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

Thereafter, the Chairman took up the other queries ofthe members.

Thereupon, the Chairman took up and moved the resolutions for the ordinary and special businesses as set

out in item no.1 to 8 of the notice of the AGM of the Company, for consideration of the members, as

follows:

ORDINARY BUSINESS: ’

ITEM No.01 - ADOPTION OF AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL.YEAR ENDED MARCH 31, 2019, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE

AUDITORS THEREON:

“RESOLVED THAT the Audited Financial Statements (i.e. Audited Balance Sheet as at March 31, 2019,Statement of Profit & Loss Account along with Notes forming part of the financial statements and Cash Flow

Statement for the year ended on that date) of the Company for the financial year ended March 31, 2019,

together with the Reports of the Board of Directors and the Auditors thereon, be and are hereby adopted.”

ITEM No.02 - REAPPOINTMENT OF RETIRING DIRECTOR: ‘, ‘ ‘

"RESOLVED THAT Mr. Ishwar Chand Agarwal (DIN: 00011152), a director retiring by rotation and beingeligible for re—appointment, be and is hereby re—appointed as Director of the Company."

ITEM No.03 — RE-APPOINTMENT OF STATUTORY AUDITORS:

"RESOLVED THAT pursuant to the provisions of Section 139,142 and other applicable provisions of the

Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 including any

amendment(s) thereof and pursuant to the recommendation of the Audit Committee of the Board of

Directors, M/s D. Khanna & Associates (Firm Registration Number-012917N), Chartered Accountants,Jaipur, who has furnished the eligibility certificate under Section 141 of the Companies Act, 2013 be and is

hereby re-appointed as the Statutory Auditors of the Company for second consecutive term to hold officefrom the conclusion oftensuing 08th Annual General Meeting till the conclusion of the 12th Annual General

Meeting that the Board of Directors be and are hereby authorized to fix remuneration in consultation with

the Auditors.”‘

SPECIAL BIJSINESS:ITEM NO. 04- RE-APPOINTMENT 0F RAJENDRA AGGARWAL AS AN INDEPENDENT NON‘EXECUTIVEDIRECTOR: “

"RESOLVED THAT pursuant to the provisions of section 149, 152 and other applicable provisions, of the

Companies Act, 2013 and the Rules made there under read with Schedule IV to the Act, as amended from

time to time, Mr. Rajendra Aggarwal (DIN 07036881), Non-Executive Director of the Company, who has

consented to act as such, be and is hereby re—appointed as an Independent Director of the Company for a

second term of 5 consecutive years with effect from April 30, 2019 up'to April 29, 2024, not liable to retire

by rotation.” .

ITEM NO. 05- RE—APPOINTMENT OF RAMESHWAR‘ PAREEK AS AN INDEPENDENT NON EXECUTIVE

DIRECTOR:

"RESOLVED THAT pursuant to the provisions of section 149, 152 and other applicable provisions, of the

Companies Act, 2013 and the Rules made there under read with Schedule IV to the Act, as amended from

timé to time, Mr. Rameshwar Pareek (DIN 00014224), Non—Executive Director of the Company, who has

consented to act as such, be and is hereby reappointed as an Independent Director of the Company for a

second term of 5 consecutive years with effect from August 01, 2019 .UP to July 31, 2024, not liable to

retire by rotation."

Page 4: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

ITEM NO. 06- RE-APPOINTMENT OF UDIT AGARWAL AS AN INDEPENDENT NON EXECUTIVE DIRECTOR:

"RESOLVED THAT pursuant to the provisions of section 149, 152 and other applicable provisions, of the

Companies Act, 2013 and the Rules made there under read with Schedule IV to the Act, as amended from

time to time, Mr. Udit Agarwal (DIN 02820615), Non-Executive Director of the Company, who has

consented to act as such, be and is hereby re—appointed as an independent Director of the Companyjor a

second term of 5 consecutive years with effect from August 01, 2019 up to July 31, 2024, not liable to retire

by rotation.”

ITEM NO. 07- APPOINTMENT OF MR. PRADEEP NARAIN TANDON AS AN INDEPENDENT NON EXECUTIVE

DIRECTOR:

”RESOLVED THAT pursuant to the Regulation 17 of SEBl (Listing Obligations and Disclosure Requirements)Regulations, 2015 and provisions of Sections 149, 152 and other applicable provisions, if any, of the

Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014

(including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. PradeepNarain Tandon (DIN: 08490641) who was initially appointed as an Additional Director by the Board of

Directors at its meeting held on 25‘h June, 2019 in terms of Section 161(1) of the Act and whose term of

office expires at the date of the 8th Annual General Meeting, be and is hereby appointed as a IndependentNon Executive Director of the Company for a consecutive term of 5 (five) years with effect from 25th June,2019 to 24m June, 2024 not liable to retire by rotation."

ITEM NO. 08- TRANSACTION WITH RELATED PARTY UNDER SECTION 188 OF THE COMPANIES ACT, 2013

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the

Companies Act, 2013 read with applicable Rules under Companies (Meetings of Board and its Powers) Rules,2014 and in terms of applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (including any amendment, modification or re—enactment thereof), consent of the

Members of the Company be and is hereby accorded for entering into related party transactions by the

Company with effect from 1St April, 2019 up to the maximum per annum amounts as appended below:

(Rs. in Lacs)MAXIMUM VALUE OF CONTRACT /TRANASACTION (PER ANNUM) WEF 15T APRIL, 2019

Transactions defined u/s 188(1) of the Companies Act, 2013

Sale, Purchase Loans & Leasing Availing or Appointmentor supply of Advances of rendering of of any agent

any goods, property any services; , for purchase or

materials of any sale of goods,kind materials,

services or

. propertyNAME or RELATED

'

.

PARTIES

COMPANIES

Genus Power 0.19 - - - -

Infrastructures Ltd

Yajur Commodities Ltd 1200.95_ - - - _

(Formerly Virtuous Urja

Ltd)

Kailash Coal & Coke Co 872.12 —

Limited

DIRECTORS / KMPs / 0n actual “gt-en - On actual basis, On actual

oY .

Q

Page 5: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

RELATIVES OF Exempted, Exempted basis,

DIRECTORS AND KMPs being in the being in the Exempted[OTHER FIRMS AND ordinary course ordinary course being in the

COMPANIES in which of business and of business and ordinarydirectors have some on arm's length on arm’s length course of

interest as per basis basis business and

provisions of Sectionon arrn’s

2(76) of the Companies length basis

Act, 2013_

RESOLVED FURTHER THAT the Board of Directors and /or any committee thereof be and is herebyauthorized to do and perform all such acts, deeds or things as may be necessary or incidental thereto

including to finalize any documents and writings thereto as in its absolute discretion deem proper and

desirable to give effect to the this resolution.

RESULTS OF THE ELECTRONIC VOTING AND POLL ON THE ORDINARY AND SPECIAL BUSINESSES AT THE 8THANNUAL GENERAL MEETING OF THE COMPANY HELD ON MONDAY, SEPTEMBER 30, 2019

i'

Ballot box was opened in presence of two members as witnesses. Counting of Ballot papers was made for

the results.

On the basis of consolidated report of the Scrutinizer on e~voting and poll at the Annual General Meeting,the Chairman announced the results of voting on September 30, 2019 that all the Resolutions for the

Ordinary and Special businesses as set out in item no.1 to 8 of the notice of the 8‘“ Annual General Meetingof the Company have been duly passed by the Members with requisite majority.

Page 6: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

Disclosure in terms of Regulation 44(3) of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015

Date of the AGM/EGM September 30,2019Total number of shareholders on record date 19967

No. ofshareho‘lders present in the meeting either in person or through proxy:

Promoters and Promoter Group: 21

Public: -

: 11

No. of Shareholders attended the meeting through Video Conferencing:Promoters and Promoter Group:

V

Nil

Public: Nil

Resolution Adoption of the Audited Financial Statements of the Company for the financial year ended March 31, 2019, together with the Reports of the Board of

No.1 Directors and the Auditors thereon.

Resolution required: (Ordinary/ Special) OrdinaryWhether promoter/ promoter group are interested in the agenda/resolution? No

% of Votes Polled on No. of Votes — No. of Votes — % of Votes in favour % of Votes against_

No. of shares No. of votes_ _

V

_

_

Category Mode of Votingheld (1) polled (2)

, outstanding shares in favour against 1 on votes polled on votes polled

(3)=[l2)/(1)]* 100 (4). (5) (6)=[(4l/(2)l*100 (7)=[(5)/(2)]*100

Promoter E»Votlng 34356297‘

26.47 34356297 0 100.00 0.00

and Poll. .

12980695682484299 6354 82484299 0 100.00 0.00

Promoter Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00

Group Total 116840596 90.01 116840596 0 200.00 0.00

EvVoting O 0.00 O O 0.00 0.00

Publlici Poll_ .

2429440 0.00 .. O O 0.00 0.00

Institutions Postal Ballot (if applicable) 0 0.00 O O 0.00 0.00

Total 0 0.00'

o 0 0.00'

0.00

E-Voting 28089 0.02 28089 0 100.00 0.00

Pub‘IIc-‘Non Poll. .

1270760401016308 0.80 1016308 0 100.00 0.00

Institutions Postal Ballot (if applicable) 0 0.00 O O 0 0

Total 1044397 0.82 . 1044397 0 100.00 0.00

Total 257125940 117884993 45.85 117884993 0'

100.00 0.00

Page 7: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

Resolution Appointment of a Director in place of Mr. lshwar Chand Agarwal (DIN: 00011152), who retires from office by rotation and, being eligible, offers himself for re-

No.2 appointment.

Resolution required: (Ordinary/ Special) OrdinaryWhether promoter/ promoter group are interested in the agenda/resolution? Yes

% of Votes Polled on No. of Votes— No. of Votes — % of Votes in favour % of Votes against

,No ofshares No. ofvotes

‘ ,

,,

_Category Mode of Voting held (1) polled (2)outstanding shares in favour against on votes polled on votes polled

(3)=[(2)/(1)]* 100 (4) (5) (6)=[(4)/(2)]*100 (7)=[(5l/(2)]*100

Promoter E-Voting 8008142 6.17 8008142 0 100.00 0.00

and Poll. .

12980695667940343 52.34 67940343 0 100.00 0.00

Promoter Postal Ballot (If applicable) 0 0.00 0 0 0.00 0.00

Group Total 75948485 5851 75948485 0 200.00 0.00

E-Voting 0 0.00 0 0 0.00 0.00

PUb.“C-. Poll. ‘

2429440 0.00 0 0 0.00 0.00

Institutions Postal Ballot (ifapplicable) O 0.00 0 O 0.00 0.00

Total 0l

0.00 O O 0.00 0.00

E-Voting 28089 0.02 27289 800 97.15 2.85

Public- 'NonPoll

. .127076040

1016308 0.80 1016308 0 : 100.00 . 0.00

Institutions Postal Ballot (ifapplicable) 0‘

0.00 O O 0 0

TotalI

1044397 0.82 1043597 800 99.92 0.08

Total 257125940 76992882 29.94 76992082 800 100.00 0.00

ResolutionRe-appointment of M/s D. Khanna & Associates, Chartered Accountants (Firm Registration No.012917N), as the auditors of the Company, to hold office from

No.3the conclusion of ensuing 08th Annual General Meeting tillthe conclusion of the 12th Annual General Meeting of the Company at such remuneration as maybe fixed by the Board of Directors of the Company. -

Resolution required: (Ordinary/ Special) OrdinaryWhether promoter/ promoter group are interested in the agenda/resolution?

'

No

'

% of Votes Polled on No. of Votes — No. of Votes — % of Votes in favour % of Votes against.

No. ofshares No. of votes_

. .

Category Mode of Votingheld (1) polled (2)

outstanding shares in favour against on votes polled on votes polled

(3)=[(2)/(1)1* 100 (4) (5) (6)=[(4)/(2)l*100 (7)=[l5)/(2)]*100

Promoter EvVoting 34356297 26.47 34356297 0 100.00 0.00

and Poll‘ .

12980695682484299 6354 82484299 0 100.00 0.00

Promoter Postal Ballot (if applicable) 0 0,00 0 0 0.00 0.00

Group Total 116840596 90.01 116840596 0 200.00 0.00

E-Voting‘

0 0.00 0 0 0.00 0.00

PUb.|lC-. Poll. ‘

2429440 0.00 O 0 0.00 - 0.00

stitutions Postal Ballot (ifapplicable) 0 0.00 0 0 0.00 0.00

bk Total 0 0.00 O 0 0.00 0.00

9;, E-Voting 28089 0.02 27289 800 97.15 2.85

$0313 _.on Poll

, ,127076040

1016308 0.80 1016308 0 100.00 0.00

Iris 1 @ ns Postal Ballot (If applicable) 0 0.00 o o o 0

Qt» Total 1044397 0.82 1043597 800 99.92 0.08

31% 257125940 117884993 45.85 117884193 800 100.00 0.00

Page 8: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

8L9

£3

§

63003

Resolution

No.4Rte-appointment of Rajendra Aggarwal as an Independent Non Executive Director

Resolution required: (Ordinary/ Special) SpecialWhether proPnoter/ promoter group are interested in the agenda/resolution? No

'

% of Votes Polled on No. of Votes — No. of Votes — % of Votes in favour % of Votes against_ quofshares No. ofvotes

. .

,

.Category Mode of Votingheld (1) polled (2)

outstanding shares in favour against on votes polled on votes polled(3)=[(2)/(1)]* 100 (4) (5) (6)=l(4)/(2l]*100 (7)=l(5)/(2)]*100

Promoter E~Voting 34356297 26.47 34356297 0 10000 000and Poll

_ . 12980695682484299 63.54 82484299 0 100.00 0.00

Promoter Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00

Group Total 116840596 90.01 116840596 0 200.00 0.00

E~Voting 0 0.00 O'

O 0.00 0.00P

'

-

..Ub-IIC _

Poll. ‘ 242944

0 0.00 O 0 0 00 O 00Institutions Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00

Total 0 0.00 0 0 0.00 0.00

E»Voting 28089 0.02 27289 800 97.15 2.85p

'

.

ublic 'NonPoll

. , 1270760401016308 0.80 1016308 0 100.00 0.00

Institutions Postal Ballot (if applicable) 0 0.00 0 0 0 0Total

I

1044397 0.82 1043597 800 99.92 0.08Total 257125940 117884993 45.85 117884193 800 100.00 0.00

Eisglution Re-appointment of Rameshwark Pareek as an Independent Non Executive Director

Resolution required: (Ordinary/ Special) SpecialWhether promoter/ promoter group are interested in the agenda/resolution? Yes

% of Votes Polled on No. of Votes — No. of Votes — % of Votes in favour % of Votes against_

No. ofshares No, of votes.

..Category Mode of Voting

held (1) polled (2)outstanding shares in favour against on votes polled on votes polled(3)=l(2l/(1)l* 100 (4) (5) l6)=[(4l/(2)]*100 l7)=l(5l/(2)]*100

Promoter E-Voting 34356297 26.47v 34356297 0 100.00 0.00and Poll

12980695682484299 63.54 82484299 0 100.00 000

Promoter Postal Ballot (if applicable) 0 0.00 0 O 0.00 0.00

Group Total 116840596 90.01 116840596 0 200.00 0.00

E—Voting 0 0.00 O 0 0.00 0.00P

'

-

..ublic .

Poll. .

2429440 0.00 0 0 000 000

Institutions Postal Ballot (ifapplicable) 0 0.00 0 O 0.00 . 0.00Total 0 0.00 0 0 0.00 0.00

E-Voting 28089 0.02 27289 800 97.15 2.85Poll

. . 1270760401016308 0.80 1016308 0 100.00 0.00

Postal Ballot (if applicable) 0 0.00 O 0 0 0Total 1044397 0.82 1043597 800 99.92 0.08

257125940 117884993 45.85 117884193 800 100.00 0.00

Page 9: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

Resolution

No.5Re-appointment of Udit Agarwal as an Independent Non Executive Director

Resolution required: (Ordinary/ Special) SpecialWhether prom‘oter/ promoter group are interested in the agenda/resolution? Yes

% of Votes Polled on No. of Votes — No. of Votes — % of Votes in favour % of Votes against.

No. of shares No. of votes_ ,

:‘

Category Mode of Voting held (1) polled (2)outstanding shares in favour against on votes polled on votes polled

(3)=[(2)/(1)]* 100 (4) (5) l6l=[(4)/I2)]*100 (7)=[(5l/(Zl]*100

Promoter E—Voting 34356297 2647 34356297 0 100.00 0.00

and Poll, .

12980695682484299 63.54 82484299 0 100.00 0.00

Promoter Postal Ballot (if applicable) 0 0.00 0 O 0.00 0.00

Group Total 116840596 90.01 116840596 0 200.00 0.00

E7Voting 0 0.00 0_

0 0.00 0.00

Public-V Poll. .

2429440 0,00 0 0 0.00 0.00

Institutions Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00

Total 0 0.00 0 . 0 0.00 0.00'

E7Voting 28089 0.02 27289 0 97.15 0.00

P'

-

.ublic INonPoll

‘ .127076040

1016308 0.80 1016308 0 100.00 0 00

Institutions Postal Ballot (ifapplicable) 0 0.00 O 0 0 0

Total'

1044397 0.82 1043597 0 99.92 0.00

Total 257125940 117884993 45.85 117884193 0 100.00 0.00

:esglution Re-appointment of Pradeep Narain Tandon as an Independent Non Executive Director

1

0.

Resolution required: (Ordinary/ Special) SpecialWhether promoter/ promoter group are interested in the agenda/resolution? No

% of Votes Polled on No. of Votes — No. of Votes — % of Votes in favour % of Votes against.

No. ofshares No. ofvotes_

_,

Category Mode of Votingheld (1) polled (2)

outstanding shares in favour against on votes polled on votes polled

(3)=[(2)/(1)]* 100 (4) (5) (6)=[(4l/(2)l*100 (7l=[(5)/(2)]*100

Promoter E-Voting 34356297 26.47,

34356297 0 100.00 0.00

and Poll. ,

12980695682484299 63.54 82484299 0 100.00 0.00

Promoter Postal Ballot (if applicable).

O 0.00 0 0 0.00 0.00

Group Total 116840596 90.01 116840596 0 200.00 0.00

E7Voting 0 0.00 D 0 0.00 000

Public— Poll242944

0 0.00‘

0 0 0.00 0.00

Institutions Postal Ballot (if applicable) 0 0.00 0 O 0.00 0.00

Total 0 0.00 0 O 0.00 0.00

E-Voting 28089 0.02 27289 800 97.15 2.85- Poll 127076040 1016308 0.80 1016308 0 100.00 000

Postal Ballot (if applicable) 0 0.00 0 0 O 0

Total 1044397 0.82 1043597 800 99.92 2.85

257125940 117884993 45.85 117884193 800 100.00 0.00

Page 10: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

Resolution

No.8Transaction with Related Party under Section 188 of the Companies Act, 2013

Resolution required: (Ordinary/ Special) SpecialWhether promoter/ promoter group are interested in the agenda/resolution? No

% of Votes Poiled on No. of Votes — No. of Votes — % of Votes in favour % of Votes against'

No.0fshares No. of votes. .

'

.

Category Mode of Voting held (1) polled (2)outstanding shares in faVour against on votes polled on votes polled

(3l=[(2l/(1)l* 100 (4) (5) (6)=[(4l/(2)i*100 (7)=[(5)/(2)l*100

Promoter EvVoting 9680977 7.46 9680977 0 100.00 0.00

and Poll. ‘

12980695659514343 45.85 59514343 0 100.00 0.00

Promoter Postal Ballot (ifapplicable) 0 0.00 O 0 0.00 0.00

Group Total 69195320 5331 69195320 0 200.00 0.00

E—Voting 0 0.00 0 0 0.00 0.00

P'

,

.ubllc .

Poll. .

2429440 0.00 0 O 0.00 O 00

Institutions Postal Ballot (if applicable) 0 0.00 O O 0.00 0.00

Total 0 0.00 0.

0 _ 0.00 0.00‘

E-Voting 28089 0.02 27289 800l

97.15 2.85

Public-‘Non Poll. .

1270760401016308 0.80

_1016308 0 100.00 0.00

Institutions Postal Ballot (if applicable) 0 0.00 0 0 0 0

Total 1044397 0.82 1043597 800 99.92 0.08

Total 257125940 70239717 27.32 70238917 800 100.00 0.00

Page 11: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

Komal & Associates

(Concrete Legal Consultants)

REPQRT QF aggu IINIZER -

To,

The Chairman of 8th Annual General Meeting of the Equity Shareholders of

Genus Paper & Boards Limited held on Monday, September 30, 2019 at 10:00 am.

at Village Aghwanpur, Kanth Road, Moradabad-244001 (Uttar Pradesh)

Dear Sir,

Sub: Consolidated Report on E-voting and P011 [Pursuant to section 108 and 109 of the

Companies Act. 2013 and rule 20 audit of the Companies (Management and

Administgatjgn) Rules, 29g]

1, Komal, Practicing Company Secretary (Prop of M/s. Komal & Associates, Delhi, ACS No. 48168, CP

No. 17597), appointed as the Scrutinizer by the Board of Directors of M/s. Genus Paper 8: Boards

Limited (herein after referred to as the “Company”) vide Board Resolution dated July 31, 2019, for the

purpose of the poll (including e-voting) taken on the below mentioned resolutions as set out in the

Notice to the 8”1 Annual General Meeting (“AGM”) of the Equity Shareholders of the Company, held on

Monday, September 30, 2019 at 10:00 am. at Village Aghwanpur, Kanth Road, Moradabad-244001

(Uttar Pradesh), submit my report as under:

(a) The Company completed the dispatch of Notice of AGM through courier or email, as the case may

be on September 5, 2019.

(b) The e-vofing period remained opened from Friday, September 27, 2019 (9:00 am.) to Sunday,

September 29, 2019 (5:00 p.m.).

-(c) At the end of discussion on the resolutions on which voting is to be held, the Chairman at the AGM

allowed voting by use of polling paper for all those members who were present at the AGM but had

not caSted their vote by availing the remote e-voting facility. After the time fixed for closing of the

poll by the Chairman, one ballot box kept for polling was locked in my presence with due

identification marks placed by me.

((1) After the conclusion of voting at the AGM, first the votes casted at the AGM were counted and

thereafter the votes casted through remote e-vofing were unblocked in the presence of two

witnesses not in employment of the Company. On completion of voting, Central Depository Services

(India) Limited (“CDSL”), the e-voting agency provided me the list of shareholders with necessary (9details, who had casted their vote through remote e-voting.

(e) The locked ballot boxwas openedin my presence

and poll papers were diligently scrutinized The

Company and the authorizations/proxies lodged, ifany with the Company.

(0 The poll papers, which were incomplete and/or which were otherwise found defecu'v

treated as invalid and kept separately. \(g) The register as prescribed under the Companies (Management and Administration) Ru 51%}, ‘_ . 3}

all other papers relating to voting (including e-voting) are in my safe custody andwill retu .'

*

Companyin due course.

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

Head Offirr- 0— 223/112. [nxmi Chamber. Vikash Marx, Ph. 8860674305/70L5742505Nair Laxmi Nugar Mt'tj'n Station Gate N115, Dclhi~92 landline No-011-41060837

Branch ofi-ICE‘ 1041. Friends Enclm c. csk<nnalahujum‘lgmuil.onmNear Best Price & Bus Stand. Zirakpur» Muhali-14o603

Page 12: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

Koma] & Associates

(Corporate 1‘11! Consultants)

On the basis of the above voting details and the scrutiny of poll papers including e-voting records

received, the resolutions as set out in the Notice dated July 31, 2019 of the 8th AGM of the Companyhave been duly passed with requisite majority. The resolutions are deemed to be passed as on the date

ofAGM. You may accordingly declare the results ofthe voting (including e-voting).

CP NO- 7597

Place: Delhi

Date: 30.09.2019

Head Office- D- 223/112, lax-mi Chamber. Vikash Mun-g, Pb. 8860674305/7015742505Nmrlnxmi Nagar Metro Station Gail: No 5, Delhi-92 landline Noon-41060837Brunch 0fficc~ 1041, Friends Enclave. cslu)mnlahujuru‘gmuiluwmNear Best Price 8; Bus Stuml. Zimkpur- Mullah-140603

Page 13: Group Company) · §\\u‘lL//é Genus Paper & Boards, Ltd gingess (A Kailash Group Company) vR O U P CIN No: L21098UP2012PLC048300 PAN NO-AAECGS483A September 30, 2019 a BSE Limited

ear-as Paper I Boards ulnned

cnmolidmd mull of wot-s east (from remna- “our. and Poll al on. 45M held on Sepaarnlaar 30,1019 It 10:00 a.rn.

ll ole E-Votl Poll e145» 7m inveiid Vote:m '1”a"

no at.0! , . ml .

'

"’

wmmrmmnmim"” °f

mow-lid”‘w'

noolaallel"° °'

no.olvalld”° °'

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m “rnarniaera

mmnumb"!

mmvalid rnarnbara

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"mm. m ma. m

m_

ordinary remiullon lo reoene, consider and adopa me Audited flnnndal slaternenls of Fa, 343333,, 31 ”W7 30 117mm 10000

the company lur the financial year ended March 31, 2013, together um. me neporu_

1plane Board of nireelore and me Audltnl‘s them" “I'm“ 0 ° ° ° ° ° 110° ° °

Total 43 34333337 32 33600307 30 117333934 100.00

Dvdlnary resoluudn lo Ippolnt mm in place oi snrl lshwlr arena mmai (navlng pg. 34 3034432 :9 50953351 33 75931033 10000

2 DIN-00011152), who renres lrnna oliioe by romlon and, helm ellflhle, were nirnsemin“ 2 300 0 0 z 300 0.00 0 0

far re-appolnrrnenl .

Yaul 36 3035232 23 63356651 55 75931333 10000

ordinary Rewluum for the reappointment 07 MI: 0. Ill-anna 3 modern, CharteredF5, ‘6 34332537 31 “m7 ,5 117333194 100.00

Audunranls (Flml Registration Mummm), as me audilora ol me Camp-ray, lo hold

palee lrorn the conclusion of ensulm 00in Annull General Mudn‘ all are wncluiion Againsl 2 300 0 0 1 300 0.00

3 ol the 120. Annual General Meellng ol the Camp-Irv u sudl remuneration as mw be 0 °

“"6 by me 3°“ M ”mm" ‘mm MW"7033i 40 34333337 31 33500607 30 117333934 10000

Special Resolution for ruppolncrnena pl llalenora mum-l is an independent PM 46 34332537 32 33300607 73 117333134 10000

4 Diremruon Executive Dlrecw gain“ 2 300 o 0 z 300 0.00 o 0

rural 33 34333337 32 33500607 30 117333334 100.00

Special neaoludon for mppoirnmem av namesnwar Pureek Is an independen

Wm” Mm E.

NFar 46 34332537 32 33500607 73 117333194 100.00

5 0 0

Malnst 1 300 o 2 300 0.00

mm 43 343mg 32 33m7 30 117333994 100100

Special llesciudon fur reappoinunenl of null Aunt-I as an Independent Direclnr hr 46 34332537 32 33500607 73 117333134 100.00

6 Man zaemne nireclor Agalnsl z 300 0 o 2 000 0.00 0

mai 43 34333337 32 33500607 30 117333994 10000

Special nesoiuuon for appolnunena ol predeep Naraln 7andan Is an independenl en, 45 34332537 32 33m, 7s 117333104 10000

Dlrenol Non Exeeullve Dlremr7 Against 1 300 0 0 1 000 0.00 0

Toni 43 34333337 33 33500607 30 117333904 100.00

special Resolution In approve :raneaeddn will. neiared Plflv under Seeuun 133 amie en, ,7 1343,52; 27 50530651 5. 3395217. 100.00

Companies 433 20133 Mnlnst 2 300 0 0 2 300 0.00 o 0

Mai 33 23431323 27 60530651 66 33361974 10000