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Genus Power Infrastructures Ltd Board/Management Information 2024

Mar 27, 2024

62663_rns_2024-03-27_def547a1-9404-4a41-a941-f7374ae895ca.pdf

Board/Management Information

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March 27, 2024

BSE Limited, National Stock Exchange of India Ltd., (Corporate Relationship Department), (Listing & Corporate Communications), P J Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Fort, Bandra-Kurla Complex, Bandra (E) Mumbai- 400 001 Mumbai - 400 051. BSE Code: 530343 NSE Symbol: GENUSPOWER

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended ("SEBI LODR Regulations")

This is to inform you that the Board of Directors at its meeting held today, March 27, 2024, have considered/approved the following:

1. Take note of completion of tenure / cessation of Independent Directors:

Mr. Rameshwar Pareek (DIN: 00014224), Mr. Dharam Chand Agarwal (DIN:00014211) and Mr. Udit Agarwal (DIN:02820615), shall cease to be Independent Directors of the Company upon completion of a second consecutive term of five years on March 31, 2024.

2. Based upon the recommendation of Nomination and Remuneration Committee and subject to the approval of shareholders, the Board approved:

  • I. the appointment of Mr. Chirag Patel (DIN: 02388862) as Additional Director and Independent Director with effect from April 01, 2024. The term of the appointment of Independent Director shall be for a period of five years.

  • II. the appointment of Mr. Gyan Prakash (DIN: 07766029) as Additional Director and Independent Director with effect from April 01, 2024. The term of the appointment of Independent Director shall be for a period of five years.

  • III. the appointment of Ms. Shweta Gupta (DIN: 01637588) as Additional Director and Independent Director with effect from April 01, 2024. The term of the appointment of Independent Director shall be for a period of five years.

Mr. Chirag Patel, Mr. Gyan Prakash and Ms. Shweta Gupta satisfies the criteria of independence prescribed under the Companies Act, 2013 and SEBI LODR Regulations. In accordance with the circular dated June 20, 2018, issued by the Stock Exchanges, we confirm that Mr. Chirag Patel, Mr. Gyan Prakash and Ms. Shweta Gupta are not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.

Disclosure of information pursuant to Regulation 30 of the SEBI Listing Regulations, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 ("SEBI Circular") is enclosed as Annexure-1 (appointment of Directors) and Annexure-2 (cessation of Directors)

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: Registered Office:
SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, G-123, Sector-63, Noida,
Jaipur-302022, (Raj.), India
T.+91-141-7102400/500 •F.+91-141-2770319, 7102503
Uttar Pradesh-201307 (India)
T.+91-120-2581999
[email protected] •W.www.genuspower.com [email protected]

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3. Reconstitution of the Committees of the Board of Directors:

In view of the above appointments and completion of tenure of independent Directorship, the Board approved reconstitution of following committees with effect from April 01, 2024:

  • i. Audit Committee

  • ii. Nomination and Remuneration Committee

  • iii. Stakeholders’ Relationship Committee

  • iv. Corporate Social Responsibility Committee

  • v. Committee of Independent Directors

4. Notice of Postal Ballot

The Board approved the notice of postal ballot inter alia to consider and approve the abovesaid appointment of Independent Directors.

The meeting of the Board of Directors commenced at 01:00 pm (IST) and concluded at 02:07 pm (IST).

Kindly take the above information on record.

Thanking you.

Yours faithfully,

For Genus Power Infrastructures Limited

PURAN Digitally signed by SINGH PURAN SINGH RATHORE Date: 2024.03.27 14:10:56 RATHORE +05'30' (Puran Singh Rathore) Joint Company Secretary & Compliance Officer

Encl. As above.

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. [email protected] • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. [email protected]

Annexure-1

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Disclosure of information with respect to the appointment of following Directors pursuant to the Regulation 30 of the SEBI Listing Regulations, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023:

i. Mr. Chirag Mansukh Patel (DIN: 02388862) (“Chirag Patel”)

Reason for change
viz appointment
Appointment as an Additional Director and Independent Director with effect from
April 1,2024
Date of
appointment &
terms of
appointment
Appointment of Mr. Chirag Patel as an Additional Director and Independent
Director of the Company with effect from April 1, 2024. The term of appointment
of Independent Director shall be for a period of five years subject to approval of
the shareholders.
Brief Profile Mr. Chirag Mansukh Patel (“Chirag Patel”), aged 56 years, has an engineering
background with an MBA from Warwick Business School, one of the most
distinguished business school in UK.
Chirag Patel is currently an Advisor and Mentor to various start-ups in sports,
health, wellness, climate change and financial services sector. He is the Founder of
a bespoke advisory firm ‘Samanya” and Managing Partner of a Venture
Development firm “Triarchh Ventures”. He is also the Managing Trustee of KOOH
Sports Foundation driving various not for profit initiatives and Board Member of
TiE Rajasthan.
He was the Co-Founder and Former CEO of KOOH Sports, a new age start-up
operating in the health and fitness space which merged with SportzVillage in 2019
creating a behemoth employing 1,500 specialized sports personnel operating in
250 locations in India and Middle East.
His foundation years were in the manufacturing sector with UK based blue chips'.
He has held various senior management positions including Head of Strategy and
M&A at IT services firm Serco Global Services (formerly Intelenet Global Services).
Prior to Serco he was with a UK based technology strategy consulting firm with
projects for UK & European government agencies, Telecom giants and start-ups.
The Company believes that his extensive experience and expertise will help us to
oversee the development and implementation of projects and initiatives for the
organization. His appointment will strengthen our board and fortify our corporate
policies with a commitment to maximize value for our shareholders with mitigating
risk.
Disclosure of
relationships
between directors
Not related to any of the Directors of the Company.

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. [email protected] • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. [email protected]

ii. Mr. Gyan Prakash (DIN: 07766029)

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ii. Mr. Gyan Prakash (DIN: 07766029)
Reason for change
viz appointment
Appointment as an Additional Director and Independent Director with effect from
April 01,2024.
Date of
appointment &
terms of
appointment
Appointment of Mr. Gyan Prakash as an Additional Director and Independent
Director of the Company with effect from April 1, 2024. The term of appointment
of Independent Director shall be for a period of five years subject to approval of
the shareholders.
Brief Profile Mr. Gyan Prakash, aged 69 years, is a Commerce & Law graduate and has over 45
years of diverse industry experience, having worked with leading Indian industry
groups such as Birla, Tata, Mallya Group, and ICI India. He held senior managerial
positions across various sectors including healthcare, FMCG, soft beverages,
agriculture and Infrastructure.
He served as the Head of State for Confederation of Indian Industry (CII) for Uttar
Pradesh and Director of Federation of Indian Chambers of Commerce and Industry
(FICCI) for the state of Rajasthan and implemented several projects of industry
growth, policy implementation, and development of industrial parks and clusters.
During his tenure with CII and FICCI, he facilitated major investments and tie-ups,
particularly in industrial corridors and sectors like IT, agriculture, textiles, and
tourism. He was instrumental in organising the largest “1st Resurgent Rajasthan”-
an investment & tie-up for the State Govt in Rajasthan, which was instrumental in
bringing Japanese Industrial Zone at Neemrana besides large investments like
Honda City and Hero Motorcycle, and Mahindra SEZ at Jaipur. He also contributed
to skill development initiatives and organized international business events and
fairs.He had handheld in developing Industry institute partnership towards skill
development by being the member to the ITI Public Private State Level Advisory
Committee. He has also worked with industry in water management, water
recycle/reuse, besides new technology development by involving industry in
quality audits, Patent and trademarks promotion etc.
He also played a significant role in promoting industry development and advising
state regulatory bodies. He has extensive national and international travel
experience, addressing various business forums on Indian economic growth and
investment opportunities.
Currently, he is a Senior Advisor and Consultant to Industries and also continue
extending hand holding in investment facilitation as advisory services provider to
various Industries, NGO/ Apex organisations in the capacity(s) of Hon. Vice
President - Rajasthan Chamber of Commerce & Industry(RCCI),Hon. Advisor -
Federation
of
Mining
Associations
of
Rajasthan
(FMAR),
Hon.
Margdarshak(Advisor)- Federation of Rajasthan Trade and Industry (FORTI).He has
been Hon. Secretary General - Federation of Hospitality and Tourism of
Rajasthan(FHTR), Hon. Strategic Advisor, All Rajya Trade and Industry
Association(ARTIA), he remained Advisor Indo-American Chamber to Commerce
(IACC).He remains actively involved in government-industry dialogues and member
policy committees, contributing to the improvement of industry practices and
policies. He represents industry in state/ sub-committees and also member expert
in the Rajasthan state Gazetteer committee.
Disclosure of
relationships
between directors
Not related to any of the Directors of the Company.

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: Registered Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, G-123, Sector-63, Noida, Jaipur-302022, (Raj.), India Uttar Pradesh-201307 (India) T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 T. +91-120-2581999 E. [email protected] • W. www.genuspower.com E. [email protected]

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iii. Ms. Shweta Gupta (DIN: 01637588):

Reason for change viz
appointment
Appointment as an Additional Director and Independent Director with
effect from April 1,2024.
Date of appointment & terms
of appointment
Appointment of Ms. Shweta Gupta as an Additional Director and
Independent Director of the Company with effect from April 1, 2024. The
term of appointment of Independent Director shall be for a period of five
years subject to approval of the shareholders.
Disclosure of relationships
between directors
Not related to any of the Directors, Promoters or Key Managerial
Personnel of the Company.
Brief Profile Ms. Shweta Gupta, aged 45 years, has graduate degree of Bachelor of
Arts (BA Hons) in English from University of Rajasthan, Jaipur and Web
Design diploma from Chubb Institute, New Jersey (USA). With numerous
achievements to her credit during academic session, she has gone
through various meticulous screening processes. She has garnered
extensive experience in web designing; having successfully led and
executed various IT projects. With a strong background and extensive
experience in Web/Apps designing/application and Literature, she brings
a unique set of skills and perspectives that will contribute significantly to
the governance and success of organization in evolving technological
landscape especially in the web/apps designing/applications. She has a
solid understanding of ethical business practices, and compliance
requirements, which is crucial for maintaining transparency and
accountability within a listed Company.
Currently, she is a director on the board of DMX Software and Services
Private Limited and Green Point EnergyPrivate Limited.

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. [email protected] • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. [email protected]

Annexure-2

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Disclosure of information with respect to the cessation of following Directors pursuant to the Regulation 30 of the SEBI Listing Regulations, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023:

Mr. Rameshwar Pareek (DIN: 00014224), Mr. Dharam Chand Agarwal (DIN:00014211) and Mr. Udit Agarwal (DIN:02820615:

Reason for change viz.
cessation
Mr. Rameshwar Pareek (DIN: 00014224), Mr. Dharam Chand Agarwal
(DIN:00014211) and Mr. Udit Agarwal (DIN:02820615), shall cease to be
Independent Directors of the Company upon completion of second
consecutive term of fiveyears on March 31,2024.
Date of cessation
(Completion of Tenure)
March 31, 2024

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. [email protected] • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. [email protected]