Genus Paper & Boards Ltd Directors Report

Dear Shareholders

DIRECTORS REPORT

The Directors are pleased to present the Twelfth (12th) Annual Report of the Company together with the audited financial statements (standalone

and consolidated) for the year ended 31st March, 2023.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), this report covers the financial results and other developments during the financial year ended 31st March, 2023, in respect of Genus Paper & Boards Limited.

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS

The highlights of financial statements of the company for the financial year 2022-23 are given below:

(Amount in Lakhs)

Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
	Standalone		Consolidated
Net Sales / Revenue from Operations	65512.21	43989.29	72165.13	58235.46
Other Income	3.73	0.00	3.95	0.23
Finance Cost	1355.54	279.33	223.70	8.77
Depreciation	2467.94	1334.52	2725.56	1568.10
Profit Before Tax	(1398.01)	611.93	(1134.71)	2946.88
Tax Expenses
-Current Tax	0.00	0.00	0.00	490.80
-Earlier Year Tax	0.00	16.65	0.34	16.65
-Deferred Tax	(25.07)	(236.14)	41.35	(139.27)
Net Profit /(Loss) for the Year	(1372.94)	831.42	(1176.40)	2578.71
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(207.32)	252.77	(309.12)	126.18
Total Comprehensive Income	(1580.26)	1084.19	(1485.52)	2704.89
Earnings Per Share (FV Re. 1/- each)
-Basic (In Rs.)	(0.53)	0.32	(0.46)	1.00
-Diluted (In Rs.)	(0.53)	0.32	(0.46)	1.00

OPERATIONS AND BUSINESS PERFORMANCE

Standalone Financial Results:

During the Financial Year (FY) 2022-23, the Company has achieved an operating income of Rs. 65512.21 Lakhs as compared to Rs. 43989.29 Lakhs in FY 2021-22. The profit before tax for FY 2022-23 stood at Rs. (1398.01) Lakhs compared to Rs. 611.93 Lakhs achieved in FY 2021-22. The profit after tax stood at Rs. (1372.94) Lakhs for FY 2022-23 as compared to Rs. 831.42 Lakhs for the previous year.

Consolidated Financial Results:

The Companys consolidated revenue for FY 2022-23 was Rs. 72165.13 Lakhs as compared to Rs 58235.46 Lakhs in FY 2021-22. During the year

under review, the consolidated profit after tax stood at Rs. (1176.40) Lakhs as compared to Rs 2578.71 Lakhs in FY 2021-22.

RESERVES

During the Financial year 2022-23, the Company has proposed no amount to reserves.

DIVIDEND

Keeping in view further improving the capacity utilization and consolidating its existing facilities, the Board has considered prudent to conserve

and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.

NATURE OF BUSINESS

Genus Paper & Boards Limited (‘GPBL or the ‘Company) is engaged in the business of manufacturing of Kraft Paper and Duplex Board. The Company has also been engaged in making strategic investment activity, where under investments are made in shares and securities basis a thorough and systematic evaluation by the Company and the management on a going concern basis with dedicated personnel and technical staff.

SUBSIDIARIES

During the year under report, the company has made disinvestment of Kailash Waste Solutions Private Limited ("KWSPL") which was incorporated on 09th March, 2022 as 100% Wholly Owned Subsidiary. Therefore, KWSPL cease to be Subsidiary of the Company with effect from 24th March,

2023. The statement (Form AOC-1) pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies

(Accounts) Rules, 2014 is enclosed as Annexure-VI being part of the annual report.

COMMENCEMENT OF COMMERCIAL PRODUCTION AT MUZAFFARNAGAR UNIT

The Companys Muzaffarnagar unit has manufacturing facilities for production of Kraft Paper and Duplex Board (comprising of two Kraft Paper machine lines and one Duplex Board machine line). The Duplex Board Machine line had started commercial production in the month of March, 2022 and rest of the lines have become operational during current FY 2022-23.

SHARE CAPITAL

The paid up equity capital as on March 31, 2023 was Rs. 40,71,25,940 comprising of 25,71,25,940 Equity Shares of Re. 1/- each and 15,00,000 7% Non-Cumulative Redeemable Preference Shares of Rs.100/- each.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149,152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Surya Prakash Sinha (having DIN-06530766), Director of the Company will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the said Act.

The Board has considered that the presence of Mr. Surya Prakash Sinha as Director on the Board would be immense benefit to the Company and has

decided to recommend their appointment /reappointment for the approval of members of the Company at the ensuing general meeting of the company.

Mr. Kailash Chandra Agarwal (DIN: 00895365) was re-appointed as Managing Director & CEO of the Company for a period of three years with effect from 01st August, 2023. Mr. Himanshu Agarwal (DIN: 00065185) was also re-appointed as Whole Time Director of the Company for a period of three years with effect from 01st August, 2023.

Mrs. Rekha Srivastava (DIN: 09679039) who was initially appointed as an Additional Director (Non-Executive Independent Woman Director) at the Board Meeting held on 10th August, 2022 has been regularized in the 11th Annual General Meeting as an Independent Director of the Company.

Further, Mr. Anuj Ahluwalia has resigned from the post of Company Secretary & Compliance Officer of the Company, with effect for the close of business hours on 15th May, 2023 and in his place Mr. Kunal Nayar has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. from 1st July, 2023.

A brief resume of the Directors being appointed/ re-appointed, the nature of their expertise in specific functional areas, names of other companies in which they hold/have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

As provided under Section 149(7) of the Companies Act, 2013, All Independent Directors of the Company viz. Mr. Dharam Chand Agarwal, Mr. Udit Agarwal, Mr. Pradeep Narain Tandon, Mr. Rajendra Aggarwal, Mrs. Anu Sharma and Mrs. Rekha Srivastava have made declaration to the effect that they meet the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors of the Company in pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013 hereby confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating

to material departures;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4. the directors had prepared the annual accounts on a going concern basis; and
5. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are

adequate and were operating effectively.

6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the Financial Year 2022-23, the Company has not invited, accepted or renewed any deposits covered under Chapter V of the Companies

Act, 2013 and there is no outstanding amount of deposits at the end of the financial year.

AUDITORS AND AUDITORS REPORT

Details of the Auditors of the Company and their Audit Reports for the year under report are given below:

Statutory Auditors

At the Annual General Meeting of the Company held on 30th September, 2019, M/s D. Khanna & Associates, Chartered Accountants Firm, Jaipur, (ICAI Firm Registration No-012917N) were reappointed as the Statutory Auditors of the Company for a period of 5 years in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Secretarial Auditor and Secretarial Audit Report

M/s Gaurav Gupta & Associates, Company Secretaries, Moradabad, a very eminent Corporate Consultant having more than 19 years experience of rending professional services to several eminent companies including Central PSUs and Banks, were re-appointed as Secretarial Auditors of the Company to conduct the secretarial audit for the financial year ended March 31, 2023 and to give their report thereon.

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report of M/s Gaurav Gupta & Associates, Company Secretaries, Moradabad for the financial year 2022-23 is annexed to this report as Annexure-I.

The said Secretarial Audit Report has no qualification, reservation or adverse remarks and it is self explanatory. Thus, there is no need to give any

further explanation or comment by the Board.

Further, Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 states that every listed company and its material unlisted subsidiaries shall undertake Secretarial Audit. The Company has one material unlisted subsidiary namely Genus Paper and Coke Limited (Formerly known as Kailash Paper and Coke Limited). Therefore, in order to comply with this regulation, the Company has conducted Secretarial Audit of this material subsidiary also. The Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as an Annexure-I (i) of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Compliance Report

In Compliance of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/27/2019 Dated February 08, 2019 and SEBI/HO/CFD/CMD1/CIR/P/2020/38 Dated March 19, 2020, the annual secretarial compliance report issued by the practicing company secretary for the financial year ended on March 31, 2023 is attached as "Annexure-I (ii)".

CORPORATE SOCIAL RESPONSIBILITY POLICY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly, the Company has to do a CSR Activity for an amount of Rs.16.56 Lakhs based on the average profits of the three preceding financial years.

The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board. This CSR policy is also available on the Companys website - www.genuspaper.com.

For composition of CSR Committee and other details as prescribed, the Annual Report on CSR activities is annexed to this report as Annexure-II. RISK MANAGEMENT POLICY

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, property and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

The Independent Directors shall be of high integrity with relevant expertise and experience so as to have as diverse Board with Directors having

expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR / WHOLE TIME DIRECTORS

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience particularly in Paper Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management employees, details of the same are given in the Corporate Governance Report.

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through as structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting and the performance of the Board as a whole evaluated was reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated).The Directors expressed their satisfaction with the evaluation.

DISCLOSURES:

NUMBER OF BOARD MEETINGS

During the financial year 2022-23, the Board of Directors of the Company met 4 (Four) times on 26/05/2022, 10/08/2022, 14/11/2022 and 14/02/2023.

AUDIT COMMITTEE

The Company has a qualified and independent Audit Committee, the Composition of which is given below:

Name of the Member	Category	Status
Mr. Udit Agarwal	Independent Non Executive Director	Chairman
Mr. Dharam Chand Agarwal	Independent Non Executive Director	Member
Mr. Pradeep Narain Tandon	Independent Non Executive Director	Member
Mr. Kailash Chandra Agarwal	Executive Promoter Director	Member

During the financial year 2022-23, the Audit Committee met 4 (Four) times on 26/05/2022, 10/08/2022, 14/11/2022 and 14/02/2023. All

recommendations of Audit Committee were accepted by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangement with related parties referred to in Section 188 of the Companies Act, 2013 in the prescribed form AOC-2 are disclosed in Annexure-III and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees or investments referred to in Section 186 of the Companies Act, 2013 form part of the notes to the financial statements

provided in this Annual Report.

The Company envisions becoming the leaders in all the areas of operations. Your Company is holding certain strategic investment, generally long term in nature and the board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure-IV.

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of provisions of the Section 136 (1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining such information may write to the Company Secretary.

It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

NON EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors except payment of sitting fees to them.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), Annual Return in E-Form MGT - 7 is available on the website of the Company at the web link www.genuspaper.com.

CREDIT RATING

During the year under review, CARE Ratings Limited, a credit rating agency registered with SEBI had reaffirmed the Company (Genus Paper &

Boards Limited) Long Term Bank Facilities at ‘CARE BBB. The Outlook is Stable.

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

Pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo have been given in the prescribed form in Annexure-V to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Companys operation

in future.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

During the year, no material changes have occurred other than as stated above.

CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE

As provided under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed compliance report on corporate governance is given in a separate section and forms an integral part to this Annual Report. The requisite certificate from Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

The Chairman and Managing Director and the Chief Financial Officer have certified to the Board with regard to financial statements and other

matters as required under Regulation 17(8) read with Schedule II to the SEBI (LODR) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) Part B Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on management discussion and analysis is given in a separate section and forms an integral part to this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Directors further state that during the year under review, there were no cases filed, pursuant to the sexual harassment of women at workplace

(Prevention, Prohibition and Redressal) Act, 2013.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has devised a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. This mechanism provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year 2022-23, there were no instances of unethical behavior, fraud or violation of the Companys code of conduct or ethics

policy and no personnel have been denied access to the audit committee.

The details of establishment of such mechanism are disclosed on the website of the Company viz. www.genuspaper.com. INSURANCE

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR

Not applicable during the financial year.

LISTING FEES

The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Limited (NSE). The annual listing fee for the year 2022-23 was paid within the scheduled time to BSE & NSE.

TRANSFER OF SHARES

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of

securities shall not be processed unless the securities are held in the dematerialized form with a depository.

Provided further that transmission or transposition of Securities held in physical or dematerialised from shall be effected only in dematerialised form

CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in Government regulations, tax laws, forex volatility, etc.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the assistance and cooperation extended by companys shareholders, suppliers, dealers, business partners, bankers and financial institutions, Central and State Government and others associated with the Company. Your Directors also wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and look forward to their continued support.

For and on behalf of Board of Directors

For Genus Paper & Boards Limited

Place : Moradabad

Date : 14th August, 2023

Himanshu Agarwal Whole Time Director DIN-00065185

Kailash Chandra Agarwal Managing Director & CEO

DIN-00895365