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Genus Power Infrastructures Ltd AGM Information 2019
62663_rns_2019-09-07_4560ae56-362e-4ec0-852c-29ff6218dad8.pdf
AGM Information
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September 07, 2019
National Stock Exchange of lndia Ltd. BSE Limited Exchange Plaza, Plot no. C/l, 6 Block, PJ. Towers, Bandra—Kurla Complex, Bandra (E), Dalal Street, Fort, Mumbai ~4OO 051. Mumbai ~400001
(NSE Symbol: GENUSPOWER) (BSE Code: 530343)
Sub: Proceeding of the 27"' Annual General Meeting.
Dear Sir/Madam, -.
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, we submit the following with regard to 27"1 Annual General Meeting ("AGM") of the Company, held on Friday, September 06, 2019:
- (1) Summary of proceeding ofthe AGM ofthe Company held on Friday, September 06, 2019.
- (2) Consolidated Scrutinizer's Report.
All the resolutions as set out in the Notice dated July 25, 2019 convening the 27m AGM of the Company have been duly passed with requisite majority.
We request you to take the same on your record.
Thanking you.
Yours faithfully,
For Genus Power Infrastructures Limited
"affix/Company Secretary
Encl. as above
Genus Power Infrastructures Limited Corporau Office: Registered Office:
Corporate identity Number T. +91,141.7102400/500 °
(A Kailash Group Company) SPL-3, RHCO Industrial Area, Sitapura, Tonk Road, 6-14, Sector-63, Noida, Jaipur-302022, (Raj.), India Utter Pradesh-201307 (India) F.+91»141-2770319, 7102503 Teleiax +91-120-4227116 L51909UP1992PLC051997 E. [email protected] ' Wt www.genus.in E. —_
SUMMARY OF PROCEEDING OF THE 27TH ANNUAL GENERAL MEETING ("AGM") OF THE MEMBERS OF GENUS POWER INFRASTRUCTURES LIMITED HELD ON FRIDAY, SEPTEMBER 06, 2019 FROM 11.00 AM. TO 12:35 P.M. AT JAIPURIA INSTITUTE OF MANAGEMENT, A-32A, SECTOR-62, OPP. IBM, NOIDA-201309 (UTTAR PRADESH).
- 0 The 27'h Annual General Meeting ("AGM" or "Meeting") of the Company was held on Friday, September 06, 2019 at Jaipuria Institute of Management, A—32A, Sector—62, Opp. IBM, Noida-201309 (Uttar Pradesh). The meeting was commenced at 11:00 am. and concluded at 12:35 pm.
- 0 Shri Rameshwar Pareek, Independent Director [Chairman of 'Audit Committee' and Member (as Authorised Person) of 'Nomination and Remuneration Committee' and lStakeholders' Relationship Committee'] chaired the Meeting.
- 0 The requisite quorum being present, the Chairman called the Meeting to order.
- 0 The Chairman welcomed the members and introduced the directors, key managerial personnel and invitees present at the Meeting.
- 0 The Chairman delivered chairman's speech as was sent to the members along with the Annual Report- (2018—19).
- I The Chairman informed that remote e-voting period commenced at 9:00 am. on Tuesday, September 03, 2019 and concluded at 5:00 pm. on Thursday, September 05, 2019.
- o The following items of business as set out in the Notice convening the 27th AGM of the Company were proposed for consideration and approval by the members:
| Item No. | Item of business (Resolution) |
|---|---|
| Ordinary Business | |
| Adoption of: (a)the audited standalone financialstatements oftheCompany for thefinancial yearended March 31,2019, together with the reportsof the Auditors andBoard of Directors thereon;the audited consolidatedand (b)financial statements of the Companyfor thefinancial yearendedMarch 31,2019, together with the reportof the Auditors thereon. | |
| 2 | Declaration of dividend of #058 perequity share of face value of?1 each for thefinancial yearended March 31,2019. |
| 3 | Reappointment of Mr. lshwar ChandAgarwal as a director, who retires byrotation. |
| 4 | Reappointment of Mr. JitendraKumar Agarwalas a director, who retires byrotation. |
| 5 | Appointment of M/s.Kapoor Patni & Associates,Chartered Accountants as jointstatutory auditorsof the Companyand to determine their remuneration. |
| 6 | Reappointment of M/s.S.R. Batliboi & Associates LLP,Chartered Accountants as jointstatutoryauditors of the Companyand to determine their remuneration. |
| Special Business | |
| 7 | Ratification of remunerationto be paidto the cost auditorsfor the financialyear ending March 31,2020. |
| 8 | Appointment of Mrs. Mansi Kothari asa director of the Company. |
| 9 | Appointment of Mrs. Mansi Kotharidirector of the Company.as an independent |
| 10 | ofMr.*ReappointmentlshwarChandexecutiveof thechairmanAgarwalasandCompanypayment of remuneration. |
wer Infrastructures Limited corpora" Office: ( p P y
' ' AKailash Grou Com an ) SPL-B, RIICO Industrial Area, Sitapura. Ton k Roa d, 2'???" 03': 'd , Jaipur-302022, (Raj), India Uttar Pradesh-201307 (India) T +91—141-7102400/500 Corporate Identity Number - F +91-14l-2770319. 7102503 Telefax +91-120—4227116 , ' L51909UP1992PLC051997 E. [email protected] - W. www.genus.in E. [email protected]
, ector- , 0| a,
| 0 | |
|---|---|
| I711 | *Reappointment of Mr. RajendraKumar Agarwaldirectoas managingcr9"erglzmg"yesofthe_of remuneration.Company and payment |
| 12 | *Reappointment of Mr. Jitendra Kumar Agarwaldirector of theas joint managingCompany andpayment of remuneration. |
| 13 | *Payment of commissionto the executive directors. |
| 14 | *Loan, guarantee or securityunder Section 185 of CompaniesAct, 2013. |
| 15 | *Amendment byway of reductionto the total number ofoptions and shares under the EmployeeStock OptionScheme 2012. |
| 16 | *Approval of 'EmployeesStock AppreciationRights Plan 2019' ("ESARP |
| 17 | 2019").of grantof employee*Approvalstock appreciationrights to theemployees/Directors of thesubsidiary company(ies) of the Companyunder ESARP 2019 of the |
| 18 | Company.*Approval of EmployeeStock OptionPlan 2019 (ESOP2019) through trust route. |
| 19 | *Approval of grantof stock optionsto the employeesof subsidiarycompanies under ESOP 2019. |
| 20 | *Authorization to the ESOPTrust for secondarymarket acquisitionof equityshares. |
*Special Resolution
- o The Chairman further informed that Mr. C.M. Bindal, Practicing Company Secretary (FCS No.103, CP No.176) of M/s. CM. Bindal & Co, was appointed as Scrutinizer to conduct and scrutinize the e-voting process and ascertaining the requisite majority on e-voting carried out as per the applicable provisions of the Companies Act, 2013. Mr. C.M. Bindal was also appointed for conducting and scrutinizing the voting/poll at the venue of the AGM in a fair and transparent manner.
- I The Chairman further informed that Members had also an option to cast their vote at the venue of the Meeting, who had earlier not exercised their vote through remote e-voting.
- 0 Thereafter, the Chairman took up the queries of the members and replied the same, satisfactorily.
- 0 The Chairman then thanked the members for attending and participating at the Meeting.
- 0 The Chairman concluded by the authorizing the Company Secretary and the Scrutinizer to carry out the voting process and declare the results of the consolidated voting within the stipulated time period as per the applicable laws.
VOTING AT THE AGM VENUE
The Scrutinizer conducted the voting at the AGM venue, in a fair and transparent manner.
RESULTS OF CONSOLIDATED VOTING ON THE ITEMS OF BUSINESSES TRANSACTED AT THE 27TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON FRIDAY, SEPTEMBER 06, 2019
The Scrutinizer's Report was received on September 07,2019. As per the consolidated report of the Scrutinizer on e—voting and voting conducted at the AGM venue, all the Resolutions as set out in the Notice of the 27m AGM of the Company have been passed by the members with requisite majority.
Mu
Genus Power Infrastructures Limited Corporate Office:
(A Kailash Group Company) SPL73, RIICO Industrial Area, Sitapura, Tonk Road, 6-14, Sector—63, NOlda, Jaipur7302022, (Raj.), India Uttar Prade5h7201307 (India) F.+91-141-2770319, 7102503 Telefax +91»120-4227116 E. [email protected] L5 1909UP1992PLC051997 - W www.genus.in E [email protected]
Registered Office:
Corporate Identity Number T. +91-141-7102400/500 °
C. M. BINDAL 8:. CO.
COMPANY SECRETARIES
Add: F.Nor202, Ganesh Kripa, B-6, Moti Marg, Bapu Nagar, Jaipur—302015. Tel.: 0141-2707522; Mobile: +919414962454; Email: [email protected]
REPORT OF SCRUTINIZER
To,
The Chairman of 27th Annual General Meeting ("AGM") of Genus Power Infrastructures Limited held on Friday, September 06, 2019 at 11:00 am. at Jaipuria Institute of Management, A-32A, Sector-62, Opp. IBM, Noida-201309 (Uttar Pradesh)
Dear Sir,
Sub: Consolidated Scrutinizer's Report on e-voting and voting conducted at venue of the 27'h AGM of Genus Power |nfrastructures Limited in terms of provisions of the Companies Act, 2013 read with the Rules issued thereunder and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
I, C.M. Bindal of M/s. C.M. Bindal & C0,, Practising Company Secretaries, was appointed as the Scrutinizer by the Board of Directors of M/s. Genus Power Infrastructures Limited (herein after referred to as the "Company") vide Board Resolution dated July 25, 2019 pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct and scrutinize the remote e—voting process and the voting at the venue of the AGM on the below mentioned resolutions as set out in the Notice convening the 27'" AGM of the Company, held on Friday, September 06, 2019 at 11:00 am. at Jaipuria Institute of Management, A-32A, Sector~62, Opp. IBM, Noida-201309 (Uttar Pradesh).
I hereby confirm that I am familiar and well versed with concept and provisions of remote e-voting system including voting/poll at the venue of the AGM as prescribed under the Section 108 and 109 of the Companies Act, 2013 and rule 20 and 21 of the Companies (Management and Administration) Rules, 2014.
Management's Responsibility
The management of the Company is responsible to ensure compliance with the requirement of Companies Act 2013 and the rules made thereunder and the SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 as amended, relating to remote e—voting on the resolutions contained in the notice calling the AGM.
Scrutinizer's Responsibility
My responsibility as a Scrutinizer for remote e<voting process is restricted to making a consolidated Scrutinizer's Report on the votes cast "in favour" or "against" the resolution stated in the Notice, based on the report generated from the remote e-voting system provided by Central Depository Services (India) Limited, the agency authorized under the Rules and engaged by the Company to provide remote e-voting facilities ah attendantpapers / documents produced to me for my verification.
/<7 /, /c/' / "mg/V " .\ "'m . a \ v2. /.' (use?
C. M. BINDAL & CO.
COMPANY SECRETARIES
Add: F.No.202, Ganesh Kripa, B-6, Moti Marg, Bapu Nagar, Jaipur-302015. Te|.: 0141-2707522; Mobile: +919414962454; Email: [email protected]
In view ofabove, | submit my report as under:
- (a) The Company completed the dispatch of Notice of AGM through courier and/or email, as the case may be on August a9 2019.
- (b) The Company had availed the remote e-voting facility offered by Central Depository Services (India) Limited for conducting remote e-voting by the Shareholders of the Company. Members had also an option to cast their vote at the venue of the AGM by attending the meeting.
- (c) The shareholders of the Company holding shares as on the "cut-off" date of August 30, 2019 were entitled to vote on the resolutions as contained in the Notice of the AGM,
- (d) The e-voting period remained opened from Tuesday, September 03, 2019 (9:00 am.) to Thursday, September 05, 2019 (5:00 p.m.).
- (e) At the end of discussion on the resolutions on which voting was to be held, the voting was conducted by use of polling paper for all those members who were present at the AGM but had not casted their vote earlier by availing the remote e»voting facility. After completion of poll, two ballot boxes kept for polling were locked in my presence with due identification marks placed by me.
- (f) After completion of voting at the AGM, first the votes casted at the AGM were counted and thereafter the votes casted through remote e-voting were unblocked in the presence of two witnesses not in employment of the Company. The witnesses have signed below in confirmation of the votes being unblocked in their presence.
(1). Name: Ram—s» kumn/z AWAKN/JL' (2).Name: §Imgv kamm 14mmvflL,
- (g) The locked ballot boxes were 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.
- (h) The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately.
- (i) The consolidated summary of results of e-voting and voting conducted at the AGM venue is as under: —
| Consolidated | summary | ofresultsofRemote | e-voE—Votlmgrigand | polltakenPoll | atAGM | ConsolidatedResults | Invalid | |||
|---|---|---|---|---|---|---|---|---|---|---|
| no.ofItem | ,Sublectthe_ | Numberof | NumberOf | NumberpresentOfmembers | No.ofvalid | OfTotalandmembersnumber | Totalnumberof | %ofnumbertotal | ofTotalpersonormembersby""mber(In | |
| of,NoticeAGM | MatterofResolutions | Votes | votedmembers | validca"thembyvotes | (Inandorby'proxy)personvoting | byvotesthemcast | personvotingpresentorproxy)[inby | _validcastthembyvotes | castvalidvotes | proxy)votesinvaliddeclaredwerewhose |
| 1 | financialAdoptionof:year(a)theendedMarchaudited31,2019,standalonefinanctogetheralwiththestatementsofofthetheCompanyforAuditorstheand | For | 142 | 189263965 | 83 | 5328 | 225 | 189269293 | 100'00 | |
| BoardofDirectorsthereon;and(b)theauditedconsolidatedreportsfinancialstatementsof | Against | 1 | 25 | 11 | 1099 | 12 | 1124 | 0.00 | 1 | |
| thetheAuditorsCompanyforthethereon.financialyearendedMarch31,2019,togetherwiththereportor | Total | 143 | 189263990 | 94 | 6427 | 237 | 189270417 | 100.00 | ||
| 2 | Declarationof''dendof{0.58pereq'yshareoffacevalueof31eachforthe | For | 143 | 189264540 | 83 | 5325 | 226 | 189269868 | 100.00 | |
| financialyearendedMarch31,2019. | Against | 1 | 50 | 11 | 1099 | 12 | 1149 | 0.00 | 1 | |
| Total | 144 | 189264590 | 94 | 6427 | 238 | 189271017 | 100.00 | |||
| 3 | ReappointmentofMr.lshwarChandAgarvvalasadirector,whoretiresbyrotation. | For | 141 | 189263865 | 83 | 5328 | 224 | 189269193 | 100.00 | |
| Against | 2 | 125 | 11 | 1099 | 13 | 1224 | 0.00 | 1 | ||
| who | Total | 143 | 189263990 | 94 | 6427 | 237 | 189270417 | 100.00 | ||
| 4 | ReappointmentofMr.JitendraKumarAgarwalasadirector,retiresbyrotation. | ForAgainst | 141 | 125189263865 | 83 | 5328 | 224 | 189269193 | 0.00100.00 | |
| Total | 2143 | 189263990 | 1194 | 54271099 | 13237 | 1224189270417 | 100.00 | 1 | ||
| 5 | AppointmentofM/s.KapoorPatni&Associates,CharteredAccountantsasjoint | For | 142 | 189263890 | 83 | 5328 | 225 | 189269218 | 10000 | |
| statutoryauditorsoftheCompanyandtodeterminetheirremuneration. | TotalAgainst | 1143 | 100 | 1194 | 1099 | 12237 | 1199 | 0.00 | 1 | |
| 6 | M/s.S.R.Bat b' | 142 | 189263990 | 6427 | 225 | 189270417 | 10000 | |||
| statutoryReappointmentofauditorsoftheCompany&andtoAssociatesdetermineLLP,theirCharteredremuneration.Accountantsasjoint | ForAgainst | 2 | 125189264465 | 8311 | 10995328 | 13 | 1224189269793 | 0.0010000 | 1 | |
| Total | 144 | 189264590 | 94 | 6427 | 238 | 189271017 | 10000 | |||
| 7 | Raticationofremunerantobepaidtothecostauditorsforthefinancalyearending | For | 142 | 189263965 | 83 | 5328 | 225 | 189269293 | 10000 | |
| March31,2020. | Against | 1 | 25 | 11 | 1099 | 12 | 1124 | 0.00 | 1 | |
| 8 | AppointmentofMrs.MansiKotharidirectorofthe | ForTotal | 142143 | 189263990 | 94 | 6427 | 225237 | 189270417 | 10000 | |
| asaCompany. | Against | 1 | 100189263890 | 1183 | 10995328 | 12 | 1199189269218 | 0.0010000 | 1 | |
| Total | 143 | 189263990 | 94 | 6427 | 237 | 189270417 | 10000 | |||
| AppointmentofMrs.MansiKothariasanindependentdirectoroftheCompany. | For | 142 | 189263890 | 83 | 5328 | 225 | 189269218 | 10000 | ||
| Against | 1 | 100 | 11 | 1099 | 12 | 1199 | 0.00 | 1 | ||
| Total | 143 | 189263990 | 94 | 6427 | 237 | 189270417 | 10000 | |||
| and*ReappointmentofMr.lshwarChandAgarwaiasexecutivechairmanoftheCompany | For | 134 | 169223822 | 83 | 5328 | 217 | 169229150 | 89.41 | ||
| paymentofremuneration. | Against | 9 | 20040168 | 11 | 1099 | 20 | 20041267 | 10.59 | 1 | |
| Agarwal'ectorand | Total | 143 | 189263990 | 94 | 6427 | 237 | 189270417 | 100.00 | ||
| executiveoffer*ReappointmentofoftheMr.CompanyRajendraandKumarpaymentofasmanaremuneration.chief | ForAgainst | 8135 | 20040118169223872 | 1183 | 5328 | 19218 | 169229200 | 89.41 | ||
| Total | 143 | 189263990 | 94 | 10996427 | 237 | 20041217189270417 | 1059100.00 | 1 | ||
| and'ReappointmentofMr.JitendraKumarjAgarwalastmanagingdirectorofthe | For | 136 | 169223972 | 83 | 5328 | 219 | 169229300 | 8941 | ||
| ' | Companypaymentofremuneration. | Against | 7 | 20040018 | 11 | 1099 | 18 | 20041117 | 1059 | 1 |
| Total | 143 | 189263990 | 94 | 5427 | 237 | 189270417 | 100.00 |
| 'Speclal | 20 | 19 | 18 | 17 | 16 | 15 | 14 | ofno.13_0fitemNoticeAGM | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| toESOPforsecondaryacqnofequityshares. | 'AuthorizationtheTrustmarket | E50?2019 | 'Approvalofgrantofstockoptionstotheemployeesofsub''rycompanies | 'ApprovalofEmployeeStockOption2019(E50?2019)throughtrustroute. | Plan | subsidiarycompany(ies)ofCompanyESARP2019oftheCompany. | the'Approvalofgrantofemployeethestockappreciationunderrightstotheemployees/Directors | *Approvalof'EmployeesStockAppreciationnghtsPlan2019'("ESARP2019"). | EmployeeStockOptionScheme2012. | 'Amendmentbywayofreductiontothetotalnumberofoptionsandsharesunder | guaranteeorsecuritySection185ofCompaniesAct,2013. | "Loan,under | 'Paymentofcommissiontoexecutivedirectors. | SubjectMatterofthetheResolutions | |||||||||||
| Total | Against | For | Total | Against | underFor | Total | Against | For | Total | Against | ofFor | Total | Against | For | Total | Against | theFor | Total | Against | For | Total | Against | For | Votes | |
| 144 | 9 | 135 | 144 | 8 | 136 | 144 | 9 | 135 | 144 | 8 | 136 | 144 | 8 | 136 | 144 | 2 | 142 | 108 | 6 | 102 | 144 | 10 | 134 | votedNumberofmembers | |
| 189264590 | 20040718 | 169223872 | 189264590 | 20040618 | 169223972 | 189264590 | 20040718 | 169223872 | 189264590 | 20040618 | 169223972 | 189264590 | 20040618 | 169223972 | 189264590 | 625 | 189263965 | 82950667 | 5435515 | 77515152 | 189264590 | 20040768 | 169223822 | Remote,E-Vovalid'castgthembyNumberofvotes | |
| 94 | 11 | 83 | 94 | 11 | 83 | 94 | 11 | 83 | 94 | 11 | 83 | 94 | 11 | 83 | 94 | 11 | 83 | 94 | 11 | 83 | 94 | 11 | 83 | (Inandorbyproxy)NumberpresentFallOfmemberspersonvoting | |
| 6427 | 1099 | 5328 | 6427 | 1099 | 5328 | 6427 | 1099 | 5328 | 6427 | 1099 | 5328 | 6427 | 1099 | 5328 | 6427 | 1099 | 5328 | 6427 | 1099 | 5328 | 5427 | 1099 | 5328 | atbyNo.ofAGMvotesthemcast | |
| 238 | 20 | 218 | 238 | 19 | 219 | 238 | 20 | 218 | 238 | 19 | 219 | 238 | 19 | 219 | 238 | 13 | 225 | 202 | 17 | 185 | 238 | 21 | 217 | validoflpTotal'ropersonvotingxypresentor(inbyandmembers | |
| 189271017 | 20041817 | 169229200 | 189271017 | 20041717 | 169229300 | 189271017 | 20041817 | 169229200 | 189271017 | 20041717 | 169229300 | 189271017 | 20041717 | 169229300 | 189271017 | 1724 | 189269293 | 82957094 | 5436614 | 77520480 | 189271017 | 20041867 | 169229150 | numberConsolidated_validcastthembyTotalnumberResuisofvotes | |
| 100.00 | 1059 | 89.41 | 100.00 | 10.59 | 89.41 | 10000 | 10.59 | 89.41 | 100.00 | 1059 | 89.41 | 100.00 | 10.59 | 89.41 | 10000 | 0.00 | 100.00 | 100.00 | 6155 | 93.45 | 100.00 | 10159 | 89.41 | %ofcastvalldvotesnumber | |
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | totalTofotalproxy)votespersonorinvaliddeclaredmembersbywerelnvaiidnumber(mwhose | |||||||||||||||||
| 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ofVotescastvotesNumber |
C. M. BINDAL & CO.
COMPANY SECRETARIES
Add: F.No.202, Ganesh Kripa, B-6, Moti Marg, Bapu Nagar, Jaipur—302015. Te|.: 0141»2707522; Mobile: +919414962454; Email: [email protected]
- (j) A Compact Disc (CD) containing a list of equity shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for each resolution is enclosed.
- (k) The register and all other papers relating to e-voting are in my safe custody and will be handed over to the Company in due course after the Chairman considers, approves and signs the minutes of the AGM.
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 25, 2019 convening the 27'h AGM of the Company have been duly passed with requisite majority.
Thanking you,
Yours faithfully,
» 4&4"! 3/?" {3;
(cs C.M4 dal) a Practising Company Secretar'yég ms: 103 \* Partner C. M. Bindal & Co., Practising Company Secretaries
Placezlaipur Date: 07.09.2019
Countersigned by: For Genus Power Infrastructures Limited
Company Secretary