REGISTRAR TO THE ISSUE

Transcription

1 Draft Letter of Offer September 18, 2018 For Eligible Equity Shareholders only GENUS PRIME INFRA LIMITED (Our Company was incorporated as Gulshan Chemfill Limited on October 20, 2000 under the Companies Act, 1956 with the Registrar of Companies, Kanpur, Uttar Pradesh. The name of our Company was changed to Genus Prime Infra Limited and fresh Certificate of Incorporation dated February 21, 2008 was issued by the Registrar of Companies, Kanpur, Uttar Pradesh and Uttranchal. The Registered office of our Company was shifted from 09 th K.M. Jansath Road, Muzzafarnagar, Uttar Pradesh to Near Moradabad Dharam Kanta, Kanth Road, Harthala, Moradabad, Uttar Pradesh on March 14, The Corporate Identification Number of our Company is L24117UP2000PLC032010) Registered Office: Near Moradabad Dharam Kanta, Kanth Road, Harthala, Moradabad , Uttar Pradesh Tel: Fax: , Website: Corporate Office: D-116, Okhla Industrial Area, Phase 1, New Delhi Tel: Fax: , cs.genusprime@gmail.com Company Secretary & Compliance Officer: Mr. Kunal Nayar OUR PROMOTERS: MR. AMIT KUMAR AGARWAL, MR. JITENDRA AGARWAL AND MR. RAJENDRA AGARWAL FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF GENUS PRIME INFRA LIMITED ONLY DRAFT LETTER OF OFFER ISSUE OF 8,52,940 EQUITY SHARES OF FACE VALUE OF ` 2 EACH ( EQUITY SHARES ) OF GENUS PRIME INFRA LIMITED ( GENUS OR THE COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF ` 3 (INCLUDING SHARE PREMIUM OF ` 1) PER EQUITY SHARE ( ISSUE PRICE ) FOR AN AGGREGATE AMOUNT OF ` 25.58,820 TO THE ELIGIBLE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 2 EQUITY SHARE FOR EVERY 33 EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. [ ] (THE ISSUE ). THE ISSUE PRICE IS 1.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, SEE OFFERING INFORMATION BEGINNING ON PAGE 132. GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. Investors are advised to refer to the section titled Risk Factors given on page 8 before making an investment in this Issue. ISSUER S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Draft Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in the Draft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Company are listed on BSE Limited (BSE). We have received in-principle approval from BSE for listing the Equity Shares to be allotted in the Issue vide their letter dated [ ]. For the purpose of this Issue, the Designated Stock Exchange is BSE. REGISTRAR TO THE ISSUE Alankit Assignments Limited 1E/13, Alankit Heights, Jhandewalan Extension, New Delhi Tel: Fax: address: rta@alankit.com Investor Grievance id: rta@alankit.com Website: Contact Person: Mr. Ramavtar Pandey ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS [ ] [ ] [ ]

2 TABLE OF CONTENTS TITLE PAGE NO. DEFINITIONS AND ABBREVIATIONS 1 NOTICE TO INVESTORS 5 CURRENCY OF FINANCIAL PRESENTATION 6 FORWARD LOOKING STATEMENTS 7 RISK FACTORS 8 SUMMARY FINANCIAL INFORMATION 13 THE ISSUE 19 GENERAL INFORMATION 20 CAPITAL STRUCTURE 23 OBJECTS OF THE ISSUE 32 STATEMENT OF TAX BENEFITS 34 HISTORY AND BUSINESS 36 OUR MANAGEMENT 41 OUR PROMOTERS 46 OUR LISTED GROUP COMPANIES 48 FINANCIAL STATEMENTS 53 CERTAIN OTHER FINANCIAL INFORMATION (WORKING RESULTS) 117 STOCK MARKET DATA 118 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 120 OTHER REGULATORY AND STATUTORY INFORMATION 127 OFFERING INFORMATION 132 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 161 DECLARATION 162

3 DEFINITIONS AND ABBREVIATIONS In this Draft Letter of Offer, unless the context otherwise requires, the terms defined and abbreviations set forth below shall have the same meaning as stated in this section. The following list of certain terms used in this draft letter of offer is intended for the convenience of prospective investors only and is not exhaustive. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. The work and expressions used in this Draft Letter of Offer but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in Statement of Tax Benefits and Financial Statements beginning on Pages 34 and 53, respectively, shall have the meaning given to such terms in such sections. Company Related Terms Term Genus / Our Company / Issuer / we / us Articles of Association Associates Auditors / Statutory Auditors Board of Directors / Board Directors / our Directors Equity Shares Group Companies KMP Memorandum of Association Promoter Promoter Group Registered Office Subsidiary Company / Subsidiary Issue Related Terms Term Abridged Letter of Offer Allotment / Allotted Allottee(s) Applicant(s) / Investor(s) Description Unless the context otherwise requires, refers to, Genus Prime Infra Limited, a public limited company under the Companies Act, 2013 and will include our Subsidiary The Articles of Association of our Company, as amended from time to time Associates of our company The Statutory Auditors of our Company M/s. D. Khanna & Associates (FRN N), Chartered Accountants, G-6, Royal Sundram, Plot No: 1, Vivekanand Marg, C-Scheme, Jaipur , Rajasthan The Board of Directors of our Company, unless specified otherwise The Director(s) on the Board of our Company, unless otherwise specified Equity share of our Company of face value Rs. 2 each Companies as covered under applicable accounting standards and also other companies as considered material by our company The Key Management Personnel of our company in accordance with provisions of the Companies Act, For details, see Our Management beginning at Page 41 The Memorandum of Association of our Company, as amended from time to time The promoter of our Company namely Amit Kumar Agarwal, Jitendra Agarwal, Rajendra Agarwal The promoter group of our company as determined in terms of Regulation 2(1)(zb) of SEBI regulations Registered Office of our company situated near Moradabad Dharam Kanta, Kanth Road, Harthala, Moradabad , Uttar Pradesh The subsidiary companies of our Company, namely Sansar Infrastructure Private Limted, Star Vanijya Private Limited & Sunima Trading Private Limited Description The Abridged Letter of Offer sent to Eligible Equity Shareholders of our Company with respect to this Issue in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act. Unless the context otherwise requires, the allotment of Equity Shares pursuant to the Issue Persons to whom our Equity Shares will be issued pursuant to the Issue Eligible Equity Shareholders and / or Renouncees who are entitled to apply or have applied for Equity Shares under the Issue, as the case may be 1

4 Term Description ASBA / Application The application (whether physical or electronic) used by an ASBA Investor to Supported by Blocked make an application authorizing the SCSB to block the amount payable on Amount application in the ASBA Account. ASBA Account Account maintained with an SCSB and specified in the CAF or plain paper application, as the case may be, for blocking the amount mentioned in the CAF, or the plain paper application, as the case may be. ASBA Investor(s) Eligible Equity Shareholders proposing to subscribe to the Issue through ASBA process and who are holding our Equity Shares in dematerialized form as on the Record Date and have applied for their Rights Entitlements and / or additional Equity Shares in dematerialized form; have not renounced their Rights Entitlements in full or in part; are not renouncees; and are applying through blocking of funds in a bank account maintained with SCSBs. All QIBs, Non-Institutional Investors and other Investors whose application value exceeds ` 2,00,000 complying with the above conditions must participate in this Issue through the ASBA Process only. Banker(s) to the Issue [ ] Composite Application The form used by an Investor to make an application for the Allotment of Equity Form / CAF Shares in the Issue Consolidated Certificate The single certificate issued by our Company to each Allottee per folio to whom Equity Shares are allotted in physical form pursuant to the Issue. Controlling Branches of Such branches of the SCSBs which coordinates with the Registrar to the Issue and the SCSBs the Stock Exchange, a list of which is available on Designated Branches Such branches of the SCSBs which shall collect application forms used by ASBA Investors and a list of which is available on Designated Stock The Designated Stock Exchange for this Issue shall be BSE Limited Exchange Draft Letter of Offer The Draft Letter of Offer dated September 18, 2018, which does not contain complete particulars of the Issue. Eligible Equity Equity Shareholders of our Company as on the Record Date Shareholder(s) Equity Shares Fully paid up equity shares of our Company having a face value of `2 each Issue / Rights Issue Issue of 8,52,940 Equity Shares of face value of ` 2 each ( Equity Shares ) of Genus Prime Infra Limited ( Genus or the Company or the Issuer ) for cash at a price of ` 3 (including share premium of ` 1) per Equity Share ( Issue Price ) for an aggregate amount of ` 25,58,820 to the Eligible Equity Shareholders on rights basis in the ratio of 2 Equity Share for every 33 Equity Shares held by the Eligible Equity Shareholders on the record date, i.e. [ ]. Issue Closing Date [ ] Issue Opening Date [ ] Issue Price ` 3 per Equity Share Issue Proceeds The monies received by our Company pursuant to the issue of Equity Shares on Rights basis which are allotted pursuant to the Issue Issue Size The issue of 8,52,940 Equity Shares for an aggregate amount of ` 25,58,820 Letter of Offer Letter of Offer dated [ ] Listing Agreement The listing agreement entered into between us and the Stock Exchange (BSE) Non Institutional Non institutional investor as defined under Regulation 2(1)(w) of the SEBI ICDR Investor(s) Regulations. Qualified Foreign Qualified Foreign Investor as defined under the Securities and Exchange Board of Investor(s) / QFI(s) India (Foreign Portfolio Investors) Regulations, 2014 (as amended), registered with SEBI under applicable laws in India. A Qualified Foreign Investor may buy, sell or otherwise continue to deal in securities without registration as Foreign Portfolio 2

5 Term Qualified Institutional Buyer(s) / QIB(s) Record Date Registrar / Registrar to the Issue Renouncees Rights Entitlement Self-Certified Syndicate Bank / SCSB Share Certificate SAF Stock Exchange Working Day Description Investors subject to compliance with conditions specified in the SEBI (Foreign Portfolio Investors) Regulations, 2014 Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered with SEBI, FIIs and subaccount registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual, multilateral and bilateral development financial institution, venture capital fund registered with SEBI, foreign venture capital investor registered with SEBI, state industrial development corporation, insurance company registered with IRDA, provident fund with minimum corpus of ` 250 millions, pension fund with minimum corpus of ` 250 millions, National Investment Fund set up by the Government of India and insurance funds set up and managed by the army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India [ ] Alankit Assignments Limited 1E/13, Alankit Heights, Jhandewalan Extension, New Delhi Tel: Fax: address: rta@alankit.com Any person(s) who has / have acquired Rights Entitlements from the Eligible Equity Shareholders The number of Equity Shares that an Eligible Equity Shareholder is entitled, that is determined as a proportion to the number of Equity Shares held by such Eligible Equity Shareholder on the Record Date, i.e., 2 Equity Share for 33 Equity Shares held on [ ]. Self-Certified Syndicate Bank(s), registered with SEBI, which acts as a Banker to the Issue and which offers the facility of ASBA. A list of all SCSBs is available at The certificate in respect of the Equity Shares allotted to a folio Split Application Form BSE Limited (BSE) where our Equity Shares are presently listed Working Day of SEBI Conventional / General Terms and Abbreviations Term BSE Companies Act CDSL CIN CSR Depositories Act Depository / Depositories Depository Participant / DP ECS EGM EPS FIs Foreign Institutional Investor / FII Description BSE Limited Means the Companies Act, 1956 or the Companies Act, 2013, as may be applicable, as amended or substituted by any statutory modification / re-enactment thereof Central Depository Services (India) Limited Corporate Identity Number Corporate Social Responsibility The Depositories Act, 1996, as amended from time to time A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL A depository participant as defined under the Depositories Act Electronic Clearing System Extra Ordinary General Meeting Earnings per Equity Share Financial Institutions Foreign institutional investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995) registered with SEBI under applicable laws in India 3

6 Term Description Foreign Portfolio Foreign portfolio investor as defined under SEBI (Foreign Portfolio Investors) Regulations, 2014 Investor / FPI Financial Year / Twelve months ending on March 31 of a particular year Fiscal Year / FY FVCI Foreign venture capital investor, registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000 GoI Government of India HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India IND AS Indian Accounting Standards as notified by the MCA vide Companies (Indian Accounting Standards) Rule 2015 Indian GAAP Generally Accepted Accounting Principles in India, including the accounting standards specified under the Companies (Accounts) Rules, 2014 Listing The equity listing agreement signed between our Company and the Stock Exchange Agreement MCA Ministry of Corporate Affairs Net Asset Value/NAV Net Asset Value per equity share at a particular date computed based on total equity divided by number of equity shares. Non Residents All Bidders who are not NRIs or FIIs and are not persons resident in India NSDL National Securities Depository Limited NSE The National Stock Exchange of India Limited RBI Reserve Bank of India RONW Return on Net Worth RTGS Real Time Gross Settlement SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992, as amended SEBI Act The Securities and Exchange Board of India Act, 1992 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended 4

7 NOTICE TO INVESTORS The distribution of this Letter of Offer and the issue of the Rights Entitlement and the Equity Shares on a rights basis to persons in certain jurisdictions outside India are restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch this Letter of Offer / Abridged Letter of Offer and CAF only to Eligible Equity Shareholders who have provided an Indian address to our Company. Those overseas shareholders who do not update our records with their Indian address or the address of their duly authorized representative in India, prior to the date on which we propose to dispatch this Letter of Offer / Abridged Letter of Offer and CAFs, shall not be sent this Letter of Offer / Abridged Letter of Offer and CAFs. No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose, except that the Draft Letter of Offer was filed with BSE for its observations. Accordingly, the issue of the Rights Entitlement and the Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer or any offering materials or advertisements in connection with the Issue may not be distributed, in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Letter of Offer must be treated as sent for information only and should not be acted upon for subscription to Equity Shares. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the issue of the Equity Shares or the Rights Entitlements, distribute or send this Letter of Offer in or into any jurisdiction where to do so, would or might contravene local securities laws or regulations. If this Letter of Offer is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlements referred to in this Letter of Offer. Neither the delivery of this Letter of Offer nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in our Company s affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this Letter of Offer or the date of such information. 5

8 CURRENCY OF FINANCIAL PRESENTATION In the Draft Letter of Offer, unless the context otherwise requires, the currency is Indian Rupees/ Rs./ INR/ `. All references to one gender also refers to another gender and the word Lac / Lakh means one hundred thousand, the word million (mn) means ten lac / lakh, the word Crore means ten million and the word billion (bn) means one hundred crore. In the Draft Letter of Offer, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. Throughout the Draft Letter of Offer, unless otherwise stated, all figures have been expressed in Lakhs and / or millions. Unless indicated otherwise, the financial data in the Draft Letter of Offer is derived from our Company s audited financial statements for Financial years ending March, 2018 prepared in accordance with IND AS, applicable accounting standards and guidance notes issued by the ICAI, the applicable provisions of the Companies Act and other statutory and / or regulatory requirements and are included in the Draft Letter of Offer as required under the SEBI ICDR Regulations. Unless indicated otherwise, the operational data in the Draft Letter of Offer is presented on a basis and refers to the operations of our Company. In the Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. For additional definitions used in the Draft Letter of Offer, see the section Definitions and Abbreviations on page 1 of the Draft Letter of Offer. USE OF MARKET DATA Unless stated otherwise, market data used throughout the Draft Letter of Offer was obtained from internal Company reports, data, websites and industry publications. Industry publication data and website data generally state that the information contained therein has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. 6

9 FORWARD LOOKING STATEMENTS Certain statements in the Draft Letter of Offer are not historical facts but are forward-looking in nature. Forward looking statements appear throughout the Draft Letter of Offer, including, without limitation, under the chapters Risk Factors. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or financial performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industry and the political and legal environment, and geographical locations, in which we operate, and other information that is not historical information. Words such as aims, anticipate, believe, could, continue, estimate, expect, future, goal, intend, is likely to, may, plan, predict, project, seek, should, targets, would and similar expressions, or variations of such expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These risks, uncertainties and other factors include, among other things, those listed under Risk Factors, as well as those included elsewhere in the Draft Letter of Offer. Prospective investors should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited, to: General economic and business conditions in the markets in which we operate and in the local, regional and national economies; Increasing competition in or other factors affecting the industry segments in which our Company operates; Changes in laws and regulations relating to the industries in which we operate; Our ability to meet our capital expenditure requirements and/or increase in capital expenditure; Fluctuations in operating costs and impact on the financial results; Our ability to attract and retain qualified personnel; Changes in technology in future; Changes in political and social conditions in India or in countries that we may enter, the monetary policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; The performance of the financial markets in India and globally; and Any adverse outcome in the legal proceedings in which we are involved. For a further discussion of factors that could cause our actual results to differ, please refer to Risk Factors on page 8 of the Draft Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. We do not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Neither we nor any of the respective affiliates or advisors have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI / Stock Exchanges requirements, we will ensure that the Eligible Equity Shareholders are informed of material developments until the time of the grant of listing and trading permissions by the Stock Exchanges. 7

10 RISK FACTORS An investment in equity shares involves a high degree of risk. You should carefully consider all the information in the Draft Letter of Offer, including the risks and uncertainties described below, before making an investment in our Equity Shares. The risks and uncertainties described in this section are not the only risk we may face. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment. Unless otherwise stated in the relevant risk factors set below, we are not in a position to specify or quantify the financial or other implications of any risk mentioned herein. In making an investment in this Issue, prospective investors must rely on their own examination of our Company and terms of the Issue. The numbering of the Risk Factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Unless otherwise stated or the context otherwise requires, the financial information used in this section is derived from our Audited Financial Information. INTERNAL RISK FACTORS 1. Our Company had received a show Cause Notice from SEBI for violation of provisions of SAST Act and if outcome is determined against us, it may have adverse impact on financial conditions of our Company. Our Company was issued a SCN (Show Cause Notice) number A&E/EAD-/KS-VB/2206/1/2017 dated May 29, 2017 under Rule 4(1) of SEBI (Procedure for Holding Inquiry and Imposing penalties by Adjudicating Officer) Rules, We are charged with violation of Regulation 8(3) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, Regulation 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 ( PIT Regulations ) and Clause 35 of the Listing Agreement read with section 21 of the Securities Contracts (Regulation) Act, 1956 ( SCR Act ). Our Company has filed reply dated July 17, 2017 with the adjudicating officer giving explanation in respect of the charges and appealed for settlement vide our letter dated July 18, Certain disclosures were made to the Adjudicating officer vide letter dated July 25, 2017 as per the advice of the adjudicating officer during a personal hearing held on July 20, 2017 along with application for settlement. The matter is still pending. If a penalty is determined against us and we are required to pay all or a portion of the amount, it could have an adverse effect on the results of operations and cash flows of our Company. 2. Our Listed Group Companies namely Genus Power Infrastructure Limited and Genus Paper and Boards Limited have outstanding/disputed dues of Rs. 2, Lakhs and Rs Lakhs respectively to various statutory bodies like Income Tax, Sales Tax, Service Tax, Custom Duty, VAT and GST as on March 31, As per the Annual Reports for the FY ended March 31, , our Listed Group Companies namely Genus Power Infrastructure Limited and Genus Paper and Boards Limited have outstanding/ disputed dues of Rs. 2, Lakhs and Rs Lakhs respectively to various statutory bodies like Income Tax, Sales Tax, Service Tax, Custom Duty, VAT and GST. No assurance can be given as to whether these proceedings will be settled in their favor or against them. If the claim is determined against them and they are required to pay all or a portion of the disputed amount, it could have adverse effect on business as well as reputation. 3. Our Company doesn t have revenue from operations on standalone basis in the last three financial years. Our Company has not generated any revenue from its operations on standalone basis in the last three financial years. The revenues are on account of other Income only. We cannot assure you that we will be able to generate revenue from operations in the future. For further details on our financial performance see section Financial Statements on Page 53. 8

11 4. We have incurred losses in the past and as a result we had negative earnings per share. If we continue to incur losses, the results of our operations and financial condition may be materially and adversely affected. We have reported net loss of Rs lakhs, Rs Lakhs and Rs Lakhs in the FY , FY and FY respectively on standalone basis and we have reported net loss of Rs Lakhs, Rs Lakhs and Rs Lakhs in FY , FY and FY respectively on consolidated basis. As a result, our Company has negative EPS on standalone and consolidates basis in last three financial years. For further details on our financial performance see section Financial Statements on Page 53. The losses we incur put a strain on our financial resources and also affect our ability to operate our business operations. We cannot assure you that we will not incur losses in the future which may materially and adversely affect our results of operations, prospects and financial condition. 5. Significant differences exist between IND AS and Indian GAAP, which may be material to investor s assessments of financial condition of our company. Our Company is required to prepare annual financial statements under IND AS for the Fiscal year as required under section 133 of Companies Act, We have adopted IND AS w.e.f April 01, Accordingly, Our financial statements, including the financial statements included in this Draft Letter of Offer, are prepared in accordance with IND AS for FY and also for previous FY has been redrafted to make it comparable. IND AS differ in significant respects from Indian GAAP. Accordingly, the degree to which the IND AS financial statements included in this Letter of Offer will provide meaningful information is entirely dependent on the reader s level of familiarity with Indian accounting practices. 6. We have not undertaken an independent appraisal for proposed fund requirement and the deployment of the proceeds of the issue. The funds being raised through the Issue are proposed to be used for meeting working capital requirements, for general corporate purpose and meeting expenses related to issue. The fund requirement is based on our management estimates and has not been appraised by any bank/financial institution. These are based on current conditions. In view of the highly competitive nature of our industry we may have to revise our management estimates from time to time and consequently our funding requirements may also change. 7. Our subsidiaries, Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading Private Limited have negligible revenue and profit for FY , and We have three subsidiary companies namely Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading Private Limited. All three companies have meagre revenue and profit for FY , and as given below: Name of Subsidiary Revenue (in Rs. Lakhs) Net Profit (in Rs. Lakhs) Sansar Infrastructure Private (0.17) Limited Star Vanijya Private Limited (0.15) Sunima Trading Private (0.002) Limited 9

12 8. Our Promoters may have the ability to determine the outcome of any shareholder resolution. Our Promoter Group is the largest shareholder of our Company holding 79.51% of the pre issue capital. Although, our promoters have given undertaking that the promoter group will not subscribe in the rights issue, our promoter group will continue to be the largest shareholders, of post-issue equity capital of our company. As significant shareholders, our Promoters may have interests which may affect the interests of shareholders and /or our interests and may have the ability to determine the outcome of any shareholder resolution. 9. Inability to obtain adequate financing to meet our Company s liquidity and capital resource requirements may have an adverse effect on the proposed expansion activities of our Company and business operations. Our Company may require funds for the financing of routine business activity which comprises our net working capital and bank financing. Our inability to obtain such financing could impair our business, results of operations, financial condition or prospects. Such inability could result from, among other things, our Company s current or prospective financial condition or results of operations or from its inability for any reason (including reasons applicable to Indian companies generally) to issue securities in the capital markets. There can be no assurance that finance from external sources such as bank finance will be available at the times required or in the amounts necessary, to meet our requirements. 10. Any future equity offerings or issue of options under employee stock option scheme may lead to dilution of investor s shareholding in our company. Purchasers of Equity Shares in this Issue may experience dilution of their shareholding to the extent we make future equity offerings and to the extent we decide to grant options to be issued under an employee stock option scheme. 11. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Our company has not declared any dividend during the preceding five financial years. The amount of our future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures. There can be no assurance that we will be able to pay dividends. 12. Our Subsidiaries may not pay dividends on shares that we hold in them or may not contribute adequate revenue on a consolidated basis, year on year. Consequently, our Company may not receive any return on investments in our Subsidiaries. Our Subsidiaries are separate and distinct legal entities, having no obligation to pay dividends and may be restricted from doing so by law or contract, including applicable laws, charter provisions and the terms of their respective financing arrangements. We cannot assure you that our Subsidiaries will generate sufficient profits and cash flows, or otherwise be able to pay dividends to us in the future. Further, our Subsidiaries may not contribute adequate revenue on a consolidated basis, year on year, owing to various internal and external factors, which may consequently affect our results of operations and financial condition. EXTERNAL RISK FACTORS 13. Any changes in the regulatory framework could adversely affect our operations and growth prospects. We are / will be subject to various regulations and policies including GST, Customs, Income Tax, Labour acts, etc. Our business and prospects could be materially adversely affected by changes in any of these regulations and policies, or changes in the interpretation or application of existing laws, policies and regulations. There can be no assurance that we will succeed in obtaining all requisite regulatory approvals in the future for our operations or that compliance issues will not be raised in respect of our operations, either of which could have a material adverse effect on our business, financial condition and results of operations. 10

13 14. Civil disturbances, extremities of weather, regional conflicts and other political instability may have adverse effects on our operations and financial performance. Certain events that are beyond our control such as earthquake, fire, floods and similar natural calamities may cause interruption in the business undertaken by us. Our operations and financial results and the market price and liquidity of our equity shares may be affected by changes in Indian Government policy or taxation or social, ethnic, political, economic or other adverse developments in or affecting India. 15. Regional or International hostilities, terrorist attack or other acts of violence of war could have a significant adverse impact on international or Indian financial markets or economic conditions or on Government Policy. Such incidents could also create a greater perception that investment in Indian Companies involves a higher degree of risk and could have an adverse impact on our business and on the market price of our company s equity shares. Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on which our Equity Shares trade and also adversely affect the financial markets. These acts may also result in loss of business confidence, impede travel and other services and ultimately adversely affect our business. In addition, any war with our neighbours might result in investor concern about stability in the region, which could adversely affect the price of our Equity Shares. Such incidents could also create a greater perception that investment in Indian Companies involve higher degree of risk and could have an adverse impact on our business and the price of our Equity Shares. 16. Investors will not receive the Equity shares subscribed and allotted in this issue until several days after they have paid for them, which will subject them to market risk. The Equity Shares subscribed and allotted in this issue will not be credited to investor s demat account with depository participants until approximately 15 days from the Issue closing date. Investors can start trading only after receipt of listing and trading approvals in respect of these Equity Shares which will require additional time of up to seven working days after the allotment. Further, there can be no assurance that the equity Shares allocated will be credited to investor s demat account, or that the trading in the equity shares will commence, within the time periods specified above. 17. The market value of the Equity Shares may fluctuate due to the volatility of the securities markets. The securities markets are volatile and stock exchanges have in the past, experienced substantial fluctuations in the prices of listed securities. The stock exchanges have experienced problems, which, if these were to continue or recur, could affect the market price and liquidity of the securities of Indian Companies, including the Equity Shares. The governing bodies of the various Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, time to time disputes have occurred between listed companies and stock exchanges and other regulatory bodies, which in some cases may have had a negative effect on the market sentiment. 18. Future issues of Equity Shares / convertible instruments of our company may significantly affect the trading price of the Equity Shares. Future issues of Equity Shares / convertible instruments by our company or the disposal of Equity Shares by any of the major shareholders or the perception that such issues or sales may occur may significantly affect trading price of the Equity Shares. None of the shareholders are subject to any lock-in restricting their ability to dispose off their Equity Shares, and there can be no assurance that any shareholder will not dispose of, encumber, or pledge, his Equity Shares. 19. Investors may be subject to Indian taxes arising out of capital gains on the sale of our equity shares. 11

14 PROMINENT NOTES: 1. Issue of 8,52,940 equity shares of face value of ` 2 each ( equity shares ) of Genus Prime Infra Limited ( Genus or the Company or the Issuer ) for cash at a price of ` 3 (including share premium of ` 1) per equity share ( issue price ) for an aggregate amount of ` 25,58,820 to the Eligible Equity Shareholders on rights basis in the ratio of 2 Equity Share for every 33 Equity Shares held by the Eligible Equity Shareholders on the Record Date, i.e. [ ] (the Issue ). The Issue Price is 1.5 times the face value of the equity shares. For further details, refer to Offering Information on page 132 of the Draft Letter of Offer. 2. The Net Worth of our Company and Book Value per Equity Share as per audited standalone and consolidated financial statements as on March 31, 2018 is as under: Particulars Consolidated Standalone Net worth (in ` lakhs) 7, , Book Value per equity share (in `) The average cost of acquisition of equity shares by our Promoter Mr. Amit Agarwal, Mr. Rajendra Agarwal and Mr. Jitendra Agarwal is Rs. 4.25, Rs and Rs per equity share of face value Rs. 2 respectively. For details please refer to chapter Capital Structure on page 23 of the Draft Letter of Offer. 4. The summary of complaints received by our Company and resolved / pending during the financial year ended March 31, 2018 and for the period from April 01, 2018 to June 30, 2018 are as follows: Particulars Complaints Received Complaints Resolved Complaints Pending April 01, 2017 to June 30, 2017 Nil Nil Nil July 01, 2017 to September 30, 2017 Nil Nil Nil October 01, 2017 to December 31, 2017 Nil Nil Nil January 01, 2018 to March 31, 2018 Nil Nil Nil April 01, 2018 to June 30, 2018 Nil Nil Nil 5. Our Promoter Group, Directors and their relatives have not financed the purchase, by any other person, of the equity shares of our Company during the period of six months immediately preceding the date of filing of Draft Letter of Offer with BSE. 6. Trading in the Equity Shares of our Company for all investors shall be in dematerialized form only. For further details, see the chapter titled Offering Information on page 132 of the Draft Letter of Offer. 7. There has been no change in the name of our Company in the last three years. 8. Our Company will update the offer document in accordance with the Companies Act and BSE guidelines and our Company will keep the public informed of any material changes relating to our company till the listing of our shares on the Stock Exchange. No selective or additional information would be made available to a section of investors in any manner whatsoever. 9. Investors may contact the Registrar to the Issue or the Compliance Officer for any complaints, clarifications, etc. pertaining to the Issue. 12

15 SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information derived from our audited financial statements as on and for financial year ended March 31, 2018 prepared in accordance with IND AS and the Companies Act and should be read in conjunction with the financial statements and the notes (including the significant accounting principles) thereto included in the chapter Financial Statements on page 53 of the Draft Letter of Offer. Standalone Summary Statement of Assets and Liabilities for Two Financial Years (Amount in Rupees) Particulars As at March 31, 2018 As at March 31, 2017 ASSETS Non-current assets Financial Assets - - Investments 87,92,06,466 75,57,51,432 Loans - - Tax Assets - - Non - Financial assets ,92,06,466 75,57,51,432 Current Assets Financial Assets Cash and cash equivalents 3,00,479 1,52,363 Others - - Non - Financial Assets 4,62,369 3,38,340 7,62,848 4,90,703 TOTAL 87,99,69,314 75,62,42,135 EQUITY AND LIABILITIES Equity Equity Share Capital 3,81,47,000 3,81,47,000 Other Equity 61,59,59,381 52,46,83,095 Total Equity 65,41,06,381 56,28,30,095 Non-Current Liabilities Financial Liabilities Borrowings - - Other liabilities - - Deferred tax liabilities 22,35,85,508 19,14,87,200 22,35,85,508 19,14,87,200 Current Liabilities Financial Liabilities Borrowings 21,56,694 18,46,840 Other liabilities 1,13,200 72,000 Current Tax Liabilities Non-financial liabilities 7,531 6,000 22,77,425 19,24,840 TOTAL 87,99,69,314 75,62,42,135 13

16 Standalone Summary Statement of Profit and Loss for Two Financial Years (Amount in Rupees) Particulars Year ended March 31, 2018 Year ended March 31, 2017 Income Revenue From Operations - - Other Income 18,80,550 8,25,200 Total Income 18,80,550 8,25,200 EXPENDITURE Employee Benefit Expenses 6,45,900 9,01,309 Other expenses 13,14,988 11,41,329 Finance Costs Total expenses 19,60,989 20,42,944 Profit before tax (80,439) (12,17,744) Tax Expenses Current Tax - - Deferred tax - - Total tax expense - - Profit for the year (80,439) (12,17,744) Other Comprehensive Income (OCI) Items that will not be reclassified to profit or loss Re-measurement gains on defined benefit plans Net gain on FVTOCI equity Securities 12,34,55,034 2,68,68,882 Income Tax effect relating to items that will not be reclassified to profit or loss (3,20,98,309) (69,85,909) Total Other Comprehensive Income for the year, net of tax 9,12,76,286 1,86,65,229 Earnings per equity Shares Basic and Diluted earnings per share (In Indian Rupees per share) (0.01) (0.09) Nominal value per equity share (In Indian Rupees per share)

17 Standalone Summary of Cashflow Statements for Two financial years For Year Ended (Amount in Rs.) For Year Ended A. Cash Flow from Operating Activities: Net Profit (Loss) Before Tax And Extra Ordinary Items (80,439) (12,17,744) Adjustments For: - - Depreciation - - Non-Cash Expense Written off (Net) - - (Profit)/Loss On sale of fixed assets Operating Profit before Working Capital Changes - (80,439) - (12,17,744) Adjustments For: Trade and Other Receivables (1,24,029) (41,260) Trade and Other Payables 3,52,585 4,16,221 2,28,556 3,74,961 Cash Generated from Operations After Adjustments 1,48,117 (8,42,783) For Working Capital Changes Direct Taxes Cash Flow After Adjusted for Working Capital 1,48,117 (8,42,783) Charges But Before Extra-Ordinary Items Extra Ordinary Items (Net) Net Cash From Operating Activities 1,48,117 (8,42,783) B. Cash Flow From Investing Activities Sale Of Fixed Assets - - Purchase/Sale Of Investments Net Cash Used In Investing Activities - - C. Cash Flow from Financing Activities Proceeds from Issue of Share Capital - - Receipts/(Repayment) of Long Term Advances (Net) - 8,07,352 Dividends Paid - - Net Cash Surplus/Used in Financing Activities - 8,07,352 Net Increase/(Decrease) In Cash And Cash 1,48,117 (35,431) Equivalents Cash and Cash Equivalents As At ,52,363 1,87,794 Cash and Cash Equivalents As At ,00,479 1,52,363 15

18 Consolidated Summary Statement of Assets and Liabilities for Two Financial Years (Amount in Rupees) Particulars As at March 31, 2018 As at March 31, 2017 ASSETS Non-current assets Financial Assets Investments 83,33,00,616 65,46,33,508 Loans - - Non - Financial assets 17,59,93,000 12,45,38,687 Tax Assets - - 1,00,92,93,616 77,91,72,195 Current assets Financial Assets Cash and cash equivalents 14,84,249 2,16,98,889 Loans - - Non - Financial Assets 4,68,642 3,72,817 19,52,891 2,20,71,706 TOTAL 1,01,12,46,507 80,12,43,901 EQUITY AND LIABILITIES Equity Equity Share Capital 3,81,47,000 3,81,47,000 Other Equity 75,12,24,823 61,90,40,384 Total Equity 78,93,71,823 65,71,87,384 Non-current liabilities Financial Liabilities Borrowings 12,36,13,450 9,25,82,559 Other Liabilities - - Deferred tax liabilities 9,59,08,809 4,94,74,117 21,95,22,259 14,20,56,676 Current liabilities Financial Liabilities Borrowings 21,56,694 18,46,840 Other liabilities 1,88,200 1,47,000 Non-Financial Liabilities 7,531 6,000 Tax Liabilities 23,52,425 19,99,840 TOTAL 1,01,12,46,507 80,12,43,901 16

19 Consolidated Summary Statement of Profit and Loss for Two Financial Years Year ended March 31, 2018 (Amount in Rupees) Year ended March 31, 2017 Particulars INCOME Revenue From Operations - - Other Income 21,26,671 10,66,860 Total Income 21,26,671 10,66,860 EXPENDITURE Employee Benefit Expenses 6,45,900 9,01,309 Other expenses 15,09,891 13,35,774 Finance Costs Total expenses 21,55,892 22,37,389 Profit before tax (29,221) (11,70,529) Tax expense Current Tax 9,759 - Deferred tax credit 8,997 - MAT Credit 18,756 - Total tax expense Profit for the year (29,221) (11,70,529) Other Comprehensive Income (OCI) Items that will not be reclassified to profit or loss Re-measurement gains on defined benefit plans Net gain on FVTOCI equity Securities 17,86,67,107 (4,72,59,423) Income tax effect relating to items that will not be reclassified to profit or loss (4,64,53,448) 1,22,87,450 Total Other Comprehensive Income for the year, net of tax 13,21,84,439 (3,61,42,502) Earnings per equity share Basic and diluted earnings per share (in Indian Rupees per share) (0.002) (0.08) Nominal value per equity share (in Indian Rupees per share)

20 Consolidated Summary of Cashflow Statements for Two Financial Years A. Cash Flow from Operating Activities: Net Profit (Loss) Before Tax And Extra Ordinary Items (Amount in Rupees) For Year Ended For Year Ended (29,221) - (11,70,529) Adjustments For: Depreciation Non-Cash Expense Written off (Net) (Profit)/Loss On sale of fixed assets Operating Profit before Working Capital - (29,221) - (11,70,529) Changes Adjustments For: Trade and Other Receivables (5,15,50,140) - (4,90,25,744) - Trade and Other Payables 3,13,83,476-6,90,00,288 - (2,01,66,664) 1,99,74,544 Cash Generated from Operations After - (2,01,95,885) - 1,88,04,015 Adjustments For Working Capital Changes Direct Taxes (18,756) (18,756) Cash Flow After Adjusted for Working Capital Charges But Before Extra-Ordinary Items - (2,02,14,641) - 1,88,04,015 Extra Ordinary Items (Net) - - Net Cash From Operating Activities - (2,02,14,641) - 1,88,04,015 B. Cash Flow From Investing Activities Sale Of Fixed Assets Purchase/Sale Of Investments Net Cash Used In Investing Activities C. Cash Flow from Financing Activities Proceeds from Issue of Share Capital Receipts/(Repayment) of Long Term Advances - - 8,07,352 - (Net) Dividends Paid ,07,352 Net Cash Surplus/Used in Financing Activities Net Increase/(Decrease) In Cash And Cash Equivalents - (2,02,14,641) - 1,96,11,367 Cash and Cash Equivalents As At ,16,98,890-20,87,523 Cash and Cash Equivalents As At ,84,249-2,16,98,890 18

21 THE ISSUE The details of this Issue are set out below: Equity Shares proposed to be issued by 8,52,940 Equity Shares our Company Rights Entitlement 2 Equity Share for every 33 Equity Shares held on the Record Date Record Date [ ] Issue Price per Equity Share ` 3 Issue Size ` 25,58,820 Lakhs Equity Shares outstanding prior to the 1,40,73,500 Equity Shares of ` 2 each and 1,00,000 preference Issue (Paid up Equity Share Capital) shares of ` 100 each Equity Shares outstanding after the Issue, 1,49,26,440 Equity Shares of ` 2 each assuming full subscription (Paid up Equity Share Capital) Terms of payment 100 percent of the Issue price Objects of the Issue Please refer to section Objects of the Issue on page 32 of the Draft Letter of Offer For more information on the payment terms, refer to the Chapter titled Offering Information on page 132 of the Draft Letter of Offer. The Promoters of our Company have given undertaking that the Promoter Group do not intend to subscribe in order to ensure that our Company achieves Minimum Public Shareholding Criteria as laid down by SEBI. 19

22 GENERAL INFORMATION Pursuant to a resolution passed under Section 62(1)(a) of the Companies Act, 2013 by our Board in its meeting held on July 16,2018 and further meeting of Rights Issue Committee on September 18, 2018, it has been decided to make the following Offer to the Eligible Equity Shareholders, with a right to renounce: ISSUE OF 8,52,940 EQUITY SHARES OF FACE VALUE OF ` 2 EACH ( EQUITY SHARES ) OF GENUS PRIME INFRA LIMITED ( GENUS OR THE COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF ` 3 (INCLUDING SHARE PREMIUM OF ` 1) PER EQUITY SHARE ( ISSUE PRICE ) FOR AN AGGREGATE AMOUNT OF ` 25,58,820 TO THE ELIGIBLE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 2 EQUITY SHARE FOR EVERY 33 EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. [ ] (THE ISSUE ). THE ISSUE PRICE IS 1.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO OFFERING INFORMATION ON PAGE 132 OF THE DRAFT LETTER OFFER Registered Office Near Moradabad Dharam Kanta Kanth Road, Harthala Moradabad Uttar Pradesh Tel: Fax: investor.redressal.gcl@gmail.com Website: Corporate Office D-116, Okhla Industrial Area Phase 1 New Delhi Tel: Fax: cs.genusprime@gmail.com Corporate Identity Number: L24117UP2000PLC Security Code for the Equity Shares: Our shares are listed on BSE by the name of Gulshan Chemfill Ltd with BSE Scrip Code: Address of the Registrar of Companies 37/17, Westcott Building, The Mall, Kanpur Phone: , , roc.kanpur@mca.gov.in Website: Board of Directors of our Company Sr. Name & Designation Age DIN Status No. (in years) 1 Mr. Amit Agarwal Whole time director 2 Mr. Rameshwar Pareek Independent Director 3 Mr. Dharam Chand Independent Director Agarwal 4 Mr. Kamal Kant Agarwal Independent Director 5 Mrs. Simple Agarwal Non-executive- Non independent director For details of our Directors, refer to section titled Our Management on page 41 of the Draft Letter of Offer. Company Secretary & Compliance Officer Mr. Kunal Nayar Genus Prime Infra Limited Near Moradabad Dharam Kanta, 20

23 Kanth Road, Harthala, Moradabad Uttar Pradesh Tel. No.: Fax No.: Note: All grievances relating to the Issue may be addressed to the Registrar to the Issue or the SCSB in case of ASBA Applicants giving full details such as folio no. / demat account no. / name and address, contact telephone / cell numbers, id of the first applicant, number of Equity Shares applied for, CAF serial number, amount paid on application and the name of the bank / SCSB and the branch where the CAF, or the plain paper Application, as the case may be, was deposited, alongwith a photocopy of the acknowledgement slip. In case of renunciation, the same details of the Renouncee should be furnished. Registrar to the issue Alankit Assignments Limited 1E/13, Alankit Heights, Jhandewalan Extension, New Delhi Tel: Fax: address: rta@alankit.com Banker to the Issue & Refund Banker [ ] Self-Certified Syndicate Banks The list of banks that have been notified by SEBI to act as SCSB for the ASBA process is provided on SEBI website at Auditors of our Company M/s. D. Khanna & Associates Chartered Accountants FRN: N G-6, Royal Sundram, Plot No: 1 Vivekanand Marg, C-Scheme, Jaipur Rajasthan Peer Review Certificate*: dated February 11, Further, the Review report dated June 20, 2018 by the Reviewing Authority has been submitted to the Peer Review Board of Institute of Chartered Accountants of India, New Delhi. Credit Rating This being a right issue of equity shares, no credit rating is required. Trustees This being a Rights Issue of Equity Shares, appointment of Trustees is not required. Appraising Agency The issue has not been appraised. Hence, there is no requirement of Appraising Agency. Underwriting / Standby agreement Our Company has not entered into any underwriting / standby agreement. 21

24 Issue Schedule Issue Opens on Last date for requests for Split Application Forms Issue Closes on [ ] [ ] [ ] Minimum Subscription If our company does not receive the minimum subscription of ninety percent of the Issue, our Company shall refund the entire subscription amount within the prescribed time. In the event that there is a delay of making refunds beyond such period as prescribed by applicable laws, our Company shall pay interest for the delayed period at rates prescribed under applicable laws. 22

25 CAPITAL STRUCTURE Our capital structure and related information as on date of the Draft Letter of Offer is set forth below. Share Capital (in ` Lakhs unless otherwise stated) Aggregate Value at Issue Price Aggregate value at face value A. Authorised Share Capital 3,00,00,000 equity shares of ` 2 each ,00,000 0% redeemable preference shares of ` 100 each Total B. Issued, Subscribed and Paid Up Share Capital 1,40,73,500 Equity Shares of ` 2 each ,00,000 preference shares of ` 100 each Total C. Present Issue in terms of the Draft Letter of Offer 8,52,940 Equity Shares at an Issue Price of ` 3 per Equity Share D. Subscribed and Paid-up capital after the Issue, assuming full subscription 1,49,26,440 Equity Shares of ` 2 each fully paid-up ,00,000 preference shares of ` 100 each E. Share Premium Account: Before the Issue 0 - After the Issue Notes to the Capital Structure 1. Capital Build-up of Existing Shareholding of Promoters: a) Mr. Amit Kumar Agarwal Date of Acquisition/ Sale No. of Equity Shares (Purchase /Sale) Cumulative No. of Equity Shares Face Value (in Rs.) Acquisition/Sale price per share (in Rs.) Nature of Allotment March 31, ,51,920 5,51, Open Offer April 17, ,600 5,53, Open Offer April 21, ,34,000 33,87, Off-Market Acquisition pursuant to Share Purchase Agreement 23

26 b) Mr. Rajendra Agarwal Date of Acquisition/ Sale No. of Equity Shares (Purchase /Sale) Cumulative No. of Equity Shares Face Value (in Rs.) Acquisition/Sale price per share (in Rs.) Nature of Allotment May 28, ,000 25, Market Purchase May 29, ,000 72, Market Purchase March 31, 5,53,521 6,25, Open Offer 2015 April 21, ,60,826 29,86, Off-Market Acquisition pursuant to Share Purchase Agreement April 24, ,11,405 43,97, Off-Market Acquisition pursuant to Share Purchase Agreement May 11, ,500 44,05, Off-Market Acquisition pursuant to Share Purchase Agreement April 22, 2016 (37,470) 43,67, Sale of Shares in Open Market through Stock Exchange Mechanism of Offer For Sale (OFS) c) Mr. Jitendra Agarwal Date of Acquisition/ Sale No. of Equity Shares (Purchase /Sale) Cumulative No. of Equity Shares Face Value (in Rs.) Acquisition/Sale price per share (in Rs.) Nature of Allotment May 28, ,000 25, Market Purchase May 29, ,700 46, Market Purchase March 31, 5,53,521 6,00, Open Offer 2015 April 21, ,34,000 34,34, Off-Market Acquisition pursuant to Share Purchase Agreement 24

27 2. Our shareholding pattern as on 30 June, 2018 is as follows: Table I: Summary statement holding of specified securities Cat egor y (I) Category of shareholder (II) Nos. of sharehol ders (III) No. of fully paid up equity shares held (IV) No. of Partly paidup equity shares held (V) No. of share s unde rlyin g Depo sitory Recei pts (VI) Total nos. shares held (VII) = (IV)+(V) + (VI) Shareh olding as a % of total no. of shares (calcul ated as per SCRR, 1957) (VIII) As a % of (A+B+ C2) Number of Voting Rights held in each class of securities (IX) No of Voting Rights Total as a % of (A+B+ C) No. of Share s Unde rlyin g Outst andin g conve rtible secur ities (inclu ding Warr ants) (X) Sharehol ding as a % assuming full conversio n of convertib le securities ( as a percenta ge of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2 ) Number of Locked in shares (XII) No. (a) As a % of total Shares held (b) Number of Shares pledged or otherwise encumbered (XIII) No. (a) As a % of total Sha re s held (b) Number of equity shares held in demateri alized form (XIV) Class eg: X Class eg: Y Total (A) Promoter & Promoter Group (B) Public NA NA (C) (C1) (C2) Non Promoter- Non Public Shares underlying DRs Shares held by Employee Trusts NA NA NA NA NA NA NA 0 Total

28 Table II: Statement showing shareholding pattern of the Promoter and Promoter Group (1) Indian (a) (b) (c) Category & Name of the Shareholders (I) Individuals/Hindu Undivided Family AMIT KUMAR AGARWAL JITENDRA AGARWAL RAJENDRA AGARWAL Central Government/State Government(s) Financial Institutions/Banks PAN (II) AAEPA0 295K ADNPA7 731Q ADSPA6 452D No. of shar ehol der (III) No. of fully paid up equity shares held (IV) Partly paidup equity shares held (V) Nos. of share s unde rlyin g Depo sitory Recei pts (VI) Total nos. shares held (VII = IV+V+VI ) Share holdi ng % calcul ated as per SCR R, 1957 As a % of (A+B +C2) (VIII ) 26 Number of Voting Rights held in each class of securities (IX) Class X No of Voting Rights C la ss Y Total Total as a % of Total Voting rights No. of Sha res Und erlyi ng Out stan ding con vert ible secu ritie s (incl udin g War rant s) (X) Share holdi ng, as a % assu ming full conve rsion of conve rtible secur ities ( as a perce ntage of dilute d share capit al) (XI) = (VII) +(X) as a % of A+B+ C2 Number of Locked in shares (XII) N o. ( a ) As a % of total Sha res held (b) Number of Shares pledged or otherwis e encumbe red(xiii ) N o. ( a ) As a % of total Shar es held (b) Number of equity shares held in demateri alized form (XIV)

29 (d) Any Others (specify) (f) Any Others (specify) Sub-Total(A)(1) (2) Foreign (a) Individuals (Non Resident Individuals/ Foreign Individuals) (b) Government (c) Institutions (d) Foreign Portfolio Investor Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

30 Table III: Statement showing shareholding pattern of public shareholder (1) Institutions Category & Name of the Shareholders (I) PAN (II) No. of share holde r (III) No. of fully paid up equity shares held (IV) Part ly paid -up equi ty shar es held (V) Nos. of shar es und erlyi ng Dep osit ory Rec eipt s (VI) Total nos. shares held (VII = IV+V+VI ) Share holdi ng % calcul ated as per SCR R, 1957 As a % of (A+B +C2) (VIII ) 28 Number of Voting Rights held in each class of securities (IX) Class X No of Voting Rights Clas s Y Total Total as a % of Total Voting rights No. of Share s Unde rlyin g Outst andin g conve rtible secur ities (inclu ding Warr ants) (X) Total Share holdi ng, as a % assu ming full conve rsion of conve rtible secur ities ( as a perce ntage of dilute d share capit al) (XI) Number of Locked in shares (XII) (a) Mutual Fund N A (b) Venture Capital Funds N A (c) Alternate investment Funds N A (d) Foreign Venture Capital Investors N A (e) Foreign Portfolio Investors N A (f) Financial Institutions/ Banks N A (g) Insurance Companies N A (h) Provident Funds/ Pension Funds N A (i) Any Others (specify) N A No. (a) As a % of total Sha res held (b) Number of Shares pledged or otherwise encumbe red(xiii) No. (a) As a % of tot al Sh are s hel d (N ot ap pli ca ble )(b ) N A N A N A N A N A N A N A N A N A Number of equity shares held in demater ialized form (XIV)

31 Sub-Total(B)(1) N A (2) Central Government/ State N Government(s)/ President of A India Sub-Total (B)(2) N A (3) Non-institutions N (a) (a) Individuals -i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs. ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs. A N A N A (b) NBFCs registered with RBI N A (c) Employee Trusts N A (d) Overseas Depositories (holding N DRs) (balancing figure) A (e) Any Other (specify) # N CLEARING MEMBER A (e) Any Other (specify) # N CORPORATE BODY A (e) Any Other (specify) # NRI N A (e) Any Other (specify) # N RESIDENT (HUF) A CORPORATE BODY # AAGCA N ARHAM VYAPAAR PRIVATE 6925P A LIMITED Sub-Total (B)(3) N A Total Public Shareholding (B)= N (B)(1)+(B)(2)+(B)(3) A N A N A N A N A N A N A N A N A N A N A N A N A N A N A N A N A

32 Table IV: Statement showing shareholding pattern of Non promoter- Non public shareholder Category & Name of the Shareholders (I) PAN (II) No. of share holde r (III) No. of fully paid up equit y share s held (IV) Partl y paidup equit y share s held (V) Nos. of shar es unde rlyin g Depo sitor y Rece ipts (VI) Tota l nos. shar es held (VII = IV+ V+V I) Share holdin g % calcul ated as per SCRR, 1957 As a % of (A+B +C2) (VIII) Number of Voting Rights held in each class of securities (IX) No of Voting Rights Cla C T ss la ot X ss al Y Tota l as a % of Tota l Voti ng right s No. of Sha res Und erly ing Out stan din g con vert ible secu ritie s (inc ludi ng Wa rra nts) (X) Total Share holdin g, as a % assum ing full conver sion of conver tible securit ies ( as a percen tage of dilute d share capital ) (XI) Number of Locked in shares (XII) N o. ( a ) As a % of tota l Sha res held (b) Number of Shares pledged or otherwise encumbered(xi II) No. (N ot ap pli cab le) As a % of total Shares held (Not applicabl e)(b) Nu mbe r of equi ty shar es held in dem ater ializ ed for m (XI V) (1) Custodian/DR Holder NA NA 0 (2) Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) Total Non-Promoter-Non- Public Shareholding (C)= (C)(1)+(C)(2) NA NA NA NA 0 30

33 3. List of Shareholders holding more than 1% of the share capital of our Company as on September 14, Name Number of Shares held Total Percentage Rajendra Agarwal 43,67, Jitendra Agarwal 34,34, Amit Kumar Agarwal 33,87, Arham Vyapaar Private Limited 5,33, Subscription to the Issue by the Promoters and Promoter Group Mr. Amit Kumar Agarwal, Promoter of our Company, have given an undertaking, on behalf of the Promoter Group, vide his letter dated August 25, 2018 that the promoter group do not intend to subscribe in the Rights Issue, in order to ensure that our Company achieves minimum public shareholding as per SEBI Circular SEBI/HO/CFD/CMD/CIR/P/43/2018 dated February 22, Our Promoter Group and any one of the Directors and their immediate relatives have not sold or purchased any shares of our Company during the period of six months preceding the date of this Draft Letter of Offer. 6. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares as on the date of the Draft Letter of Offer. We have no partly paid up equity shares or call in arrears as on the date of the Draft Letter of Offer. 7. None of the shares were issued by our Company during the last 12 months at a price lower than the Issue Price. 8. None of the Equity Shares of our Company are locked-in as on the date of the Draft Letter of Offer. 9. None of the Equity Shares of our Company held by the Promoter is subject to pledge or encumbrance as on the date of the Draft Letter of Offer. 10. The present Issue being a rights issue, the requirements of Promoters contribution and lock-in are not applicable. 11. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment, Rights issue or in any other manner during the period commencing from submission of the Draft Letter of Offer with BSE until the Equity Shares to be issued pursuant to the Issue have been listed. 12. If our company does not receive the minimum subscription of ninety percent of the Issue, our Company shall refund the entire subscription amount within the prescribed time. In the event that there is a delay of making refunds beyond such period as prescribed by applicable laws, our Company shall pay interest for the delayed period at rates prescribed under applicable laws. 13. The ex-rights price of the Equity Shares is ` [ ]. 14. The directors have not entered into any buy back arrangements for purchase of the specified securities of the issuer, other than the arrangements, if any, entered for safety net facility as permitted in the Regulations. 31

34 OBJECTS OF THE ISSUE The proceeds of the Issue are proposed to be utilized by us for financing the following objects: 1. Long term Working Capital Requirements 2. General Corporate Purposes 3. Expenses for the issue The main objects clause as set out in the Memorandum of Association enables our Company to undertake its existing activities and the activities for which funds are being raised by our Company through the Rights Issue. Requirement of Funds The total estimated funds requirement is given below: Sr. Particulars Amount (in ` Lakhs) No. 1 Long term Working Capital Requirements General Corporate Purposes Expenses for the issue [ ] Total [ ] Means of Finance Sr. Particulars Amount (in ` Lakhs) No. 1 Proceeds from the Rights Issue Total The fund requirement and deployment is based on our Management estimates and has not been appraised by any bank or financial institution or any other independent agencies. The fund requirement above is based on our current business plan. We do not propose to raise any funds for meeting the Objects of the Issue from sources other than proceeds of the Rights Issue. Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Rights Issue and existing identifiable internal sources as required under the SEBI ICDR Regulations. Details of use of Issue Proceeds: 1. Long term Working Capital Requirements We propose to commence a business of Infrastructure Development and real estate development. Presently, we do not have any working capital limit from banks/ other lenders. The equity infusion through Rights Issue is proposed to meet our working capital requirement for the proposed business. Therefore, in order to smoothen our working capital cycle, we propose to deploy Rs. 18 lakhs out of the proceeds from proposed Rights Issue. 2. General Corporate Purposes We intend to deploy Rs Lakhs from proceeds of the Rights Issue towards general corporate purposes. The general corporate purposes for which our Company proposes to utilize issue proceeds include but not restricted to entering into brand building exercises and strengthening our marketing capabilities, general maintenance and capex, partnerships, tie-ups, joint ventures or acquisitions, investment in our Subsidiaries or contingencies in ordinary course of business which may not be foreseen or any other purposes as approved by our Board of Directors. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. However, not more than 25% of the proceeds of the issue would be deployed for the General Corporate purposes. 3. Expenses for the Issue The Issue related expenses consist fees payable to the Advisors, Manager, Registrar to the Issue, stationery printing and distribution expenses, statutory advertisement expenses, CDSL & NSDL connectivity charges, fees payable to 32

35 BSE, listing fees, selling commission, if any, etc. The total expenses of the Issue are estimated to be approximately ` [ ] Lakhs. Estimated Schedule of Deployment of Funds As estimated by our management, the entire proceeds received from the issue would be utilized in current financial year Interim Use of Proceeds Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Issue Proceeds. Pending utilization of the Issue Proceeds for the purposes described above, our Company may use the proceeds in and / or temporarily invest the Proceeds in deposits in one or more Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934 as may be approved by our Board. Bridge Financing Facilities Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Letter of Offer, which are proposed to be repaid from the Issue Proceeds. Monitoring of Utilization of Funds There is no requirement for appointment of an independent monitoring agency. The Audit Committee of our Board will monitor the utilization of the Net Proceeds. We shall, on a quarterly basis disclose to the Audit Committee the uses and application of the proceeds of the Issue and further disclose the same a part of the quarterly declaration of financial results. We will disclose the utilization of the proceeds of the Issue under a separate head in our balance sheet till such time the proceeds of the Issue have been utilised, clearly specifying the purpose for which such proceeds have been utilized. We will also, in our balance sheet till such time the proceeds of the Issue have been utilised, provide details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. The said annual disclosure shall also be certified by the Statutory Auditors of our Company. No proceeds from the Issue are proposed to be paid to the Promoters of our Company. 33

36 STATEMENT OF TAX BENEFITS 34

37 35

38 HISTORY AND BUSINESS We were incorporated as Gulshan Chemfill Limited on October 20, 2000, as a public limited, under the Companies Act, 1956 and got Certificate of Commencement of Business on 24th October, Subsequently, the name of our Company was changed to its current name, i.e., Genus Prime Infra Limited (GPIL) on 21 st February, 2008, as we decided to diversify its activities infra structure projects. On February 23, 2008 we informed BSE about this change but after several exchange of letters, BSE has refused to change the name because the company was not complying with one of the provision of Clause 32 of the Listing Agreement. According to Clause 32, any Listed Company which decides to change its name would be required to have atleast 50% of the total revenue in the preceding one year period from the new activity suggested by the new name. We have negligible revenue from operations in more than last five financial years and is still not able to fulfill the requirements of the provisions under Clause 32 of the Listing Agreement. Our Company was to enter into infrastructure and development of Real estate business, as its manufacturing activities of chemical and allied products were discontinued. Pursuant to the Scheme of Arrangement and demerger between our Company and Gulshan Sugars and Chemicals Limited ( GSCL ) as sanctioned by the Hon ble High Court of Uttar Pradesh at Allahabad vide its Order Dated 28th February 2001 with rectification order 12th April 2001, the PCU division of GSCL was demerged to Gulshan Chemfill Limited with effect from 4th March, On March 2005, under the scheme of merger/amalgamation, we acquired the assets and liabilities of Gulshan Chem Carb Limited, a company incorporated under the Companies Act Scheme of amalgamation was sanctioned by the Hon ble High Court of Himachal Pradesh at Shimla vide its order Dated 4th March The present promoters acquired the controlling stake and management control of the Company in April, 2015 subsequent to open offer given by them to Public shareholders in March, Our Company intends to be engaged in the business of building, constructing, altering, improving, developing, working, controlling and managing in India or abroad any buildings, offices, apartments, colonies, factories, roads, railways and other related infrastructural work. DETAILS OF PROPERTIES TAKEN ON LEASE/LICENCE/RENT BY OUR COMPANY We have one rent agreement for our Registered Office located in Moradabad, Uttar Pradesh. S. No. Purpose Details of the Property Document/s Executed 1. Registered Near Moradabad Lease Deed Office Dharam Kanta, Kanth dated March Road, Harthala, 01, 2017 valid Moradabad, Uttar upto February Pradesh , 2020 Lessor/Owner Mr. Himanshu Agarwal Rent per month (in Rs.) 4,000 36

39 Main Objects The Main objects as per the Memorandum of Association of the Company are as under: a) To build, construct, alter, enlarge, remove, pull down, replace, maintain, improve, develop, work, control and manage in India or abroad any building, offices, apartments, colonies, factories, go-downs, mills, ships, machinery, engines, water works, gasworks, bridges, dams, wharves, reservoirs, roads, tramways, railways, branches or sidings, electric power, heat and light supply work, telephone works, airports, shipyards, hotels, clubs, restaurants, shopping complexes, shopping malls, places of worship, places of amusements, pleasure infrastructures, which the company may think directly or indirectly conducive to the interest of the company and to contribute to otherwise assist or take part in the construction, maintenance, development, working, control and management thereof and to join with any other person or company doing any of these things or otherwise deal in real estate sector. b) To purchase, acquire and hold with absolute or limited rights in India or abroad, on lease/ hire or otherwise and to erect, contruct, repair, and maintain land, building, colonies, houses, factories, commercial development of land, mills, go-downs, sheds and to sell, buy, exchange, barter, let or otherwise deal in land, buildings and other properties. c) To build, construct, alter, enlarge, remove, pull down, replace, maintain, improve, develop, work, control and manage any hospitality comprising of hotels, restaurants, resorts etc. and health care activities comprising of providing of health care services in organized or unorganized sector or in collaboration with others all medical and health care services or other related activities, which the company may think directly or indirectly conducive to the interest of the company. d) To design, invent, assemble, manufacture, buy, sell, lease, import, export, conduct research, impart training, develop, maintain repair, hire, let on hire, to let out the land and building, alter, design and distribute, provide services, including consultancy and or otherwise deal in power equipments, power transmission, power transformers, power infrastructure, electric cables or otherwise or otherwise deal in power sector in India or abroad. e) To carry on the business in India or abroad of information technology (IT), information technology enabled services (ITES). f) To carry on business of engineers, developers, manufacturers, importers, exporters, buy, sell, agent, distributor, or otherwise deal in all kinds of electronic goods, electronic equipments operated electronically in India or abroad. g) To undertake mining operations. Number of Shareholders As on September 14, 2018, there are 5,424 ordinary shareholders in the Company. Subsidiary Companies We have three Subsidiary Companies namely, Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading Private Limited. The brief details of the said Companies are as under: 1. Sansar Infrastructure Private Limited Sansar Infrastructure Private Limited was incorporated on April 23, 2008 under the Companies Act, 1956 with the Registrar of Companies, Kolkata, West Bengal. The Registered Office of the Company was shifted from 31A, Kali Krishna Tagore Street, Kolkata , West Bengal to present Registered Office of the Company at Village Aghwanpur, Kanth Road, Moradabad, Uttar Pradesh on May 17, The CIN of the Company is U70109UP2008PTC The business of the Company is to acquire by purchase, lease, exchange, hire or otherwise develop or operate land, land banking, integrated township, township complex, land ploting and marketing, building and hereditaments of any tenure or description including agricultural land, mines, quarries, tea or office gardens etc. and to carry on Real Estate Business and Construction Business. 37

40 Board of Directors: Sharda Todi Kamal Kant Agarwal Banwari Lal Todi Shareholding Pattern as on June 30, 2018: S No. Name of Shareholders No of Equity Shares % of Shareholding 1 Genus Prime Infra Limited 3,25, % 2 Amit Agarwal (Nominee) 5, % Total 3,30, % Financial Performance The audited financial results of Sansar Infrastructure Private Limited for the financial years ended March 31, 2018, March 31, 2017 and March 31, 2016 are set forth below. (` in Lakhs) Particulars March 31, 2018 March 31, 2017 March 31, 2016 Revenue Net profit / (loss) after tax (0.17) Equity Share Capital Preference Share Capital Other Equity 2, , , Net Worth 2, , , Book Value (in Rs.) of face value Rs. 10 each Star Vanijya Private limited Star Vanijya Private Limited was incorporated on April 23, 2008 under the Companies Act, 1956 with the Registrar of Companies, Kolkata, West Bengal. The Registered Office of the Company was shifted from 31A, Kali Krishna Tagore Street, Kolkata , West Bengal to present Registered Office of the Company at Moradabad Dharam Kanta, Kanth Road Harthala, Moradabad, Uttar Pradesh on June 05, The CIN of the Company is U51109UP2008PTC The business of the Company is to be buyers, sellers, traders, merchants, indentors, brokers, agents, distributors, advisors, hire purchasers, multi level marketing of and in all kinds of wood, timber and timber products, gems and jewelry, imitation jewellery, plastics and plastic goods and Raw Materials thereof, rubberized cloth, food grains, dairy products, soap and detergents, biscuits etc. Board of Directors: Sharda Todi Rameshwar Pareek Banwari Lal Todi Shareholding Pattern as on June 30, 2018: S No. Name of Shareholders No of Equity Shares % of Shareholding 1 Genus Prime Infra Limited 3,71, % 2 5, % Amit Agarwal (Nominee) Total 3,76, % 38

41 Financial Performance The audited financial results of Sansar Infrastructure Private Limited for the financial years ended March 31, 2018, March 31, 2017 and March 31, 2016 are set forth below. (` in Lakhs) Particulars March 31, 2018 March 31, 2017 March 31, 2016 Revenue Net profit / (loss) after tax (0.15) Equity Share Capital Preference Share Capital Other Equity 2, , , Net Worth 2, , , Book Value (in Rs.) of face value Rs. 10 each Sunima Trading Private Limited Sunima Trading Private Limited was incorporated on April 23, 2008 under the Companies Act, 1956 with the Registrar of Companies, Kolkata, Uttar Pradesh. The Registered Office of the Company was shifted from 36, Kali Krishna Tagore Street, Kolkata , West Bengal to present Registered Office of the Company at Moradabad Dharam Kanta, Kanth Road Harthala, Moradabad, Uttar Pradesh on May 23, The CIN of the Company is U51909UP2008PTC The business of the Company is to be buyers, sellers, traders, merchants, indentors, brokers, agents, distributors, advisors, hire purchasers, multi level marketing of and in all kinds of wood, timber and timber products, gems and jewelry, imitation jewelry, plastics and plastic goods and Raw Materials thereof, rubberized cloth, food grains, dairy products, soap and detergents, biscuits etc. Board of Directors: Sharda Todi Kamal Kant Agarwal Banwari Lal Todi Shareholding Pattern as on June 30, 2018: S No. Name of Shareholders No of Equity Shares % of Shareholding 1 Genus Prime Infra Limited 3,35, % 2 Amit Agarwal (Nominee) Financial Performance 39 5, % Total 3,40, % The audited financial results of Sansar Infrastructure Private Limited for the financial years ended March 31, 2018, March 31, 2017 and March 31, 2016 are set forth below. (` in Lakhs) Particulars March 31, 2018 March 31, 2017 March 31, 2016 Revenue Net profit / (loss) after tax (0.002) Equity Share Capital Preference Share Capital Other Equity 2, , , Net Worth 2, , , Book Value (in Rs.) of face value Rs. 10 each Shareholders Agreement We have not entered into any shareholders agreement.

42 Non-Compete Agreement We have not entered into any non-compete agreement. Joint Venture As on date of filing of this Draft letter of Offer, we do not have any Joint Venture. Strategic Partners As on date of filing of this Draft letter of Offer, we do not have any Strategic Partners. Financial Partners As on date of filing of this Draft letter of Offer, we do not have any Financial Partners. There are no other material agreements or contracts, which have been entered into by us within a period of 2 years prior to the date of the Draft Letter of Offer, and which are subsisting as on date. 40

43 OUR MANAGEMENT Our Company functions under the Control of Board of Directors. The day-to-day affairs of our Company are looked after by qualified key personnel under the supervision of Mr. Amit Agarwal, Whole time Director. Presently we have 5 Directors on our Board. The constitution of the Board is as under: Sr. No Name, Father s Name, Designation, Address, Occupation, Date of Appointment, Tenure and DIN 1. Mr. Amit Agarwal Whole Time Director and Chief Executive Officer B 422, New Friends Colony, New Delhi Date Of Appointment: August 15, 2011 Tenure: NA DIN: Mr. Rameshwar Pareek Independent Director C-222 Vaishali, Nagar, Jaipur Date of Appointment: April 01, 2014 Tenure: 5 years DIN: Mrs. Simple Agarwal Non-Executive Non Independent Director H. No.-25, Jawahar Nagar, Moradabad, , Uttar Pradesh Date Of Appointment: March 23, 2015 Tenure: NA DIN: Mr. Dharam Chand Agarwal Independent Director C-36, Vaishali Nagar, Jaipur , Rajasthan Date Of Appointment: April 01, 2014 Tenure: 5 Years DIN: Mr. Kamal Kant Agarwal Independent Director B-8, Govind Marg, Raja Park, Jaipur, , Rajasthan Date Of Appointment: April 01, 2014 Tenure: 5 Years DIN: Age (in years) Nationality Directorship / Partnership in other entities (including foreign companies) 45 Indian Genus Apparels Limited Genus International Commodities Limited J C Textiles Private Limited True Home Décor Private Limited M.K.J Manufacturing Pvt Ltd Genus Mobility Solutions Limited Genus Infotech LLP 72 Indian Kailash Vidyut & Ispat Limited K G Petro Chem Ltd Genus Power Infrastructures Limited Genus Paper & Boards Limited Virtuous Infra Limited Star Vanijya Private Limited. 45 Indian Kailash Vidyut & Ispat limited Kailash Industries Limited Virtuous Mining Limited Genus Mobility Solutions Limited Ishwar Shanti Sons LLP 66 Indian Genus Power Infrastructure Limited 58 Indian Ganganagar Agencies Limited Mata Stone Private Limited Sansar Infrastructure Private Limited Sunima Trading Private Limited 41

44 Brief Biography of our Directors: A brief profile of each of the Board members is presented below Mr. Amit Agarwal, aged 45 years, is one of the promoters and a Whole Time Director of our Company. Mr. Amit Agarwal has more than 22 years of Garment Manufacturing experience. He has also promoted a knit garment export house with 300 sewing machines and in high fashion for ladies and men. He is also running a home textiles manufacturing and exports units with products such as cushions, quills, comforters and duvet covers, which are exported. Mr Amit has vast experience and proficiency in financial and business development functions. He is on the Board of Directors of several other Companies. Mr. Rameshwar Pareek, aged 72 years, is an Independent Director of our Company. He has extensive experience of more than 36 years in implementation of Government policies and their governance. He has worked as Senior Executive of Rajasthan Financial Corporation, Jaipur and also served on deputation to Bureau of Industrial Promotion (BIP), Jaipur. He has vast industrial exposure and in-depth knowledge of trade policies and their implications. He has also considerable experience and immense knowledge in varied fields like finance, accounting, auditing, corporate affairs and allied legal and taxation matters. Mrs. Simple Agarwal, aged 45 years, is a Non-executive Non Independent Director of our Company. She is a Bachelor of Arts (B.A) and has vast industrial exposure and in-depth knowledge of handling the business matters. Mr. Dharam Chand Agarwal, aged 66 years, is an Independent Director of our Company. He is a commerce graduate and has vast business experience. Mr. Kamal Kant Agarwal, aged 58 years, is an Independent Director of our Company. He is a commerce graduate and has vast industrial exposure and in-depth knowledge of handling the business matters Relationship between Directors No Director is related to any other Director on the Board in terms of the definition of relative given under Companies Act, 2013 except that Mrs. Simple Agarwal is wife of brother of Mr. Amit Agarwal who is also one of the promoter of our Company. Remuneration of the Directors The significant terms of Mr. Amit Agarwal as the Whole Time Director, as per the Resolution passed by the members in their Annual General Meeting held on September 24, 2011 are as follows: Tenure of Appointment Salary Perquisites and Benefits Appointed as Whole Time Director Rs. 25,000 per month and other benefits Interest of Directors All of our directors may be deemed to be interested to the extent of their shareholding, remuneration / fees, if any, payable to them, for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration paid in their professional capacity and / or reimbursement of expenses, if any, payable to them and the shares held by them in our Company. Except as stated above our Directors do not have any other interest in our business. Corporate Governance Our Company has complied with the Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

45 1. Audit Committee The Audit Committee was reconstituted by our Board in their meeting held on July 16, The Audit Committee presently comprises of: Name of Member Designation Mr. Dharam Chand Agarwal Chairman Mr. Kamal Kant Agarwal Member Mr. Amit Agarwal Member 2. Nomination and Remuneration Committee The Nomination and Remuneration Committee was reconstituted by our Board in their meeting held on July 16, The Nomination and Remuneration Committee presently comprises of: Name of Member Designation Mr. Dharam Chand Agarwal Chairman Mr. Kamal Kant Agarwal Member Mr. Rameshwar Pareek Member 3. Stakeholders Relationship Committee The Stakeholder Relationship Committee was reconstituted by our Board in their meeting held on July 16, The Stakeholder Relationship Committee presently comprises of: Name of Member Mr. Dharam Chand Agarwal Mr. Kamal Kant Agarwal Designation Chairman Member 4. Rights Issue Committee The Rights Issue Committee was constituted by our Board in their meeting held on July 16, The Rights Issue Committee presently comprises of: Name of Member Designation Mr. Amit Agarwal Chairman Mr. Rameshwar Pareek Member Mrs. Simple Agarwal Member Shareholding of our Directors as on June 30, 2018 Sr. Name of the Shareholders No. of Equity Shares % of holding No. 1. Mr. Amit Agarwal 33,87, Mr. Dharam Chand Agarwal Nil NA 3. Mr. Rameshwar Pareek Nil NA 4. Mr. Kamal Kant Agarwal Nil NA 5. Mrs. Simple Agarwal Nil NA Total 33,87, Changes in the Board of Directors in the last 3 years There have been no changes in the Board of Directors in the last three years. Key Managerial Personnel The following are Key Managerial Personnel of our Company. Name Designation Age (years) Qualification Experience (years) Date of Joining Mr. Amit Agarwal Whole Time Director& CEO 45 B.Com 22 15/08/

46 Name Designation Age (years) Mr. Hukam Singh Chief Financial Officer Mr. Kunal Nayar Qualification 36 B.Com, LL.B. Company Secretary All our Key Managerial Personnel are permanent employees of our Company. Brief Profile of Key Managerial Personnels: 30 Company Secretary, M.Com, LL.B. Experience (years) Date of Joining 01/05/ /02/2017 Mr. Amit Agarwal, aged 45 years, is one of the promoters and a Whole Time Director of our Company. Mr. Amit Agarwal has more than 22 years of Garment Manufacturing experience. He has also promoted a knit garment export house with 300 sewing machines and in high fashion for ladies and men. He is also running a home textiles manufacturing and exports units with products such as cushions, quills, comforters and duvet covers, which are exported. Mr Amit has vast experience and proficiency in financial and business development functions. He is on the Board of Directors of several other Companies. Mr. Hukam Singh, aged 36 years, is the Chief Financial Officer of our Company. He holds a Bachelor s degree in Commerce along with LL.B. He has 17 years of work experience and knowledge in varied fields like finance, accounting, taxation, auditing, MIS reporting, GST and other allied legal matters. Mr. Kunal Nayar, aged 30 years, is the Company Secretary and Compliance Officer of our Company. He also holds a Master s degree in Commerce along with LL.B. He has 2.5 years of work experience and sound knowledge in varied fields like ROC compliances, Listing compliances, RBI compliances, Secretarial compliances and other company related matters. Relationship between Key Managerial Personnel None of our KMPs are related to each other. Shareholding of the Key Managerial Personnel Except as mentioned below, none of the key managerial personnel hold shares in the company. Sr. No. Name of the Shareholders No. of Equity Shares 1. Mr. Amit Agarwal 33,87,520 Changes in the Key Managerial Personnel in Last 3 Years Sr. No. Name of the KMPs Designation Date of Appointment Date of Cessation 1. Mr. Pradeep Kumar CFO - 14/11/ Mr. Pulkit Ahuja Company Secretary - 01/02/ Mr. Kunal Nayar Company Secretary 01/02/ Mr. Hukam Singh CFO 01/05/2017 Interest of Key Managerial Personnel No key Managerial Personnel have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. 44

47 Employee Stock Option Scheme / Employees Stock Purchase Scheme There are no Employee Stock Option Scheme/ Employees Stock Purchase Scheme of our Company as of date. Payment or benefit to officers of the Company Except the payment of salaries and perquisites, our Company does not make any payments to its officers. Dividend Policy No dividend has been declared by our Company since its incorporation. 45

48 OUR PROMOTERS The Promoter of our Company are 1. Mr. Amit Kumar Agarwal Mr. Amit Agarwal, aged 45 years, is one of the promoters and a Whole Time Director of our Company. Mr. Amit Agarwal has more than 22 years of Garment Manufacturing experience. He has also promoted a knit garment export house with 300 sewing machines and in high fashion for ladies and men. He is also running a home textiles manufacturing and exports units with products such as cushions, quills, comforters and duvet covers, which are exported. Mr Amit has vast experience and proficiency in financial and business development functions. He is on the Board of Directors of several other Companies. Other Directorships: Currently, he is on the Board of Directors of Genus Apparels Limited Genus International Commodities Limited, J C Textiles Private Limited, True Home Décor Private Limited, M.K.J Manufacturing Pvt Ltd, Genus Mobility Solutions Limited and Genus Infotech LLP. 2. Mr. Jitendra Agarwal Mr. Jitendra Agarwal, aged 39 years, son of Sri I.C Agarwal, holds Master s Degree in Business Administration (Marketing) and has wide experience in diversified business activities. He is brother of Mr. Amit Agarwal and Mr. Rajendra Agarwal, the other two promoters of our Company. Other Directorships: Currently, he is on the Board of Directors of Indian Electrical and Electronics Manufacturers Association, Genus International Commodities Limited and Genus Power Infrastructures Limited. 3. Mr. Rajendra Agarwal Mr. Rajendra Agarwal, aged 41 years, son of Sri I.C Agarwal, holds a Bachelor s degree and has gained rich experience in operational management, risk management and technology development. He is brother of Mr. Amit Agarwal and Mr. Jitendra Agarwal, the other two promoters of our Company. Other Directorships: Currently, he is on the Board of Directors of Hi-Print Electromack Private Limited and Genus Power Infrastructures Ltd. Other confirmation We confirm that the details of the permanent account numbers, bank account numbers of our individual promoters has been submitted to the Stock Exchanges at the time of filing the Draft Letter of Offer with the Stock Exchanges. Our Promoters have informed that they have not been declared as willful defaulters by the RBI or any other Governmental authority and there are no violations of securities laws committed by them in the past or are pending against them. Our Promoter and Promoter Group entities have not been debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoter is not and has never been a promoter, director or person in control of any other company which is debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority except for Non Compliance with Minimum Public Shareholding requirements under rules 19(2) and 19A of Securities Contracts (Regulations) Rules, 1957 by our Promoters. 46

49 Interest of Promoter Our Promoters shall be deemed as interested to the extent of Equity Shares held by them or by the companies / firms / ventures promoted by him/them, if any and dividend or other distributions payable to him in respect of the said Equity Shares. Except as stated above and in the section titled Financial Statements on page 53 of the Draft Letter of Offer, and to the extent of shareholding in our Company, our Promoters does not have any other interest in our business. Related party transactions There were no Related Party Transactions in FY For further details refer to Financial Statements on page 53 of the Draft Letter of Offer. 47

50 OUR LISTED GROUP COMPANIES Given below is the list of Group Companies listed on stock exchanges which forms part of our Group Companies: 1. Genus Power Infrastructures Limited 2. Genus Paper & Boards Limited 1. Genus Power Infrastructures Limited Genus Power Infrastructures Limited was incorporated on August 06, 1992 under Companies Act, The company is registered with Registrar of Companies, Kanpur, Uttar Pradesh. Genus Power Infrastructures is an ISO 9001 & certified company. Genus Power has two business divisions offering highly innovative and sustainable solutions to the power sector as given below: Metering Solution Division provides a complete range of Electricity Meters such as Multi-Functional Single Phase and Three Phase Meters, CT (Current Transformers) Operated Meters, ABT (Availability based Tariff) & Grid Meters, DT (Distribution Transformer) Meters, Pre-Payment Meters, Smart Meters, Net Meters, AMI (Advanced Metering Infrastructures), MDAS (Meter Data Acquisition System) etc. Engineering Construction and Contracts Division undertakes Turnkey power projects such as Sub-Station erection upto 420kV, Laying up of transmission & distribution lines, Rural Electrification, Switchyard, Network Refurbishment etc. Equipped with avant-grade manufacturing facilities, complete forward and backward integration from plastic parts to final products, automated SMT (Surface Mount Equipments) lines, Lean Assembly techniques and a team of highly qualified and experienced engineers, Genus Power is committed to develop innovative and customized solution at an affordable price. The top-notch R&D Center, recognised by the Ministry of Science and Technology, Govt. of India, has enabled the company to dominate the power infrastructure and be at the forefront of new technology. Some of the esteemed clients of Genus Power Infrastructures Limited are NTPC, Powergrid, Tata Power, Reliance Energy, Essel Group, BSES, Torrent Power, Uttar Pradesh Power Corporation Limited etc. The CIN of Genus Power Infrastructures Ltd is: L51909UP1992PLC The equity shares of Genus Power Infrastructures Limited are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). BSE Scrip Code: NSE Symbol: GENUSPOWER Board of Directors Mr. Bhairon Singh Solanki Mr. Dharam Chand Agarwal Mr. Indraj Mal Bhutoria Mr. Ishwar Chand Agarwal Mr. Jitendra Kumar Agarwal Mr. Kailash Chandra Agarwal Mr. Rajendra Kumar Agarwal Mr. Rameshwar Pareek Mr. Udit Agarwal Mrs. Sharmila Agarwal Shareholding Pattern as on June 30, 2018 Name No. of Equity Shares % of shareholding Promoter and Promoter Group Individuals/HUF 6,97,74, Other 6,01,11,

51 Foreign - - Sub Total 12,98,86, Non Promoter Holding Institutions Mutual Funds 2,40,43, Foreign Portfolio Investors 47,71, Financial Institutions/ Banks 1,29, Individual share capital upto Rs. 2 Lacs 3,21,00, Individual share capital in excess of Rs. 2 Lacs 4,70,69, Any Other 1,93,35, Sub Total 12,74,49, Total 25,73,35, Financial Performance The Standalone audited financial results of Genus Power Infrastructures Limited for the financial years ended March 31, 2018, March 31, 2017 and March 31, 2016 are set forth below: (Rs. In Lakhs) Particulars March 31, 2018 March 31, 2017 March 31, 2016 Total Revenue 85, , , Net Profit after Tax 5, , , Equity Share Capital 2, , , Preference Share Capital Other Equity 72, , , Net Worth 74, , , Book Value (in Rs.) of face value Rs each EPS (in Rs.) of face value Rs. 1 each BSE The high and low closing prices and associated volumes of securities traded during last three years is as follows: Period High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) Weighted Average Price (in Rs.) ,35, , ,54, ,06, ,51, , The high and low closing prices and associated volume of securities traded during the last six months is as follows: Period High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) Weighted Average Price (in Rs.) August /08/2018 2,56, /08/ /08/2018 7,184 9,223 July /07/ , /07/ , June /06/ , /06/ , May /05/2018 1,70, /05/ , April /04/2018 4,84, /04/ , March /03/ , /03/2018 4,01,

52 NSE The high and low closing prices and associated volumes of securities traded during last three years is as follows: Period High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) Weighted Average Price (in Rs.) ,26, ,50, ,91, ,61, ,39, ,61, The high and low closing prices and associated volume of securities traded during the last six months is as follows: Period High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) Weighted Average Price (in Rs.) August /08/ ,28, /08/2018 1,63, July /07/2018 2,45, /07/ , June /06/2018 5,09, /06/2018 3,61, May /05/2018 5,93, /05/2018 2,88, April /04/ ,16, /04/2018 2,40, March /03/2018 2,29, /03/ ,06, Genus Paper & Boards Limited Genus Paper & Boards Limited was incorporated on January 11, 2012 under Companies Act, The Company is registered with Registrar of Companies, Kanpur, Uttar Pradesh. The Registered Office cum Works of the Company is situated at Village Aghwanpur, Kanth Road, Moradabad , Uttar Pradesh. The Company s main products are Kraft Paper and M. S. Ingot. At present, the Company has four independent plants within the factory premises, having the facilities for manufacturing Waste Paper based Multi Layer Kraft Paper, M. S. Ingots and fiber waste sheet. Some of the renowned customers of Genus Paper & Boards Limited are Century Pulp and Paper, L.G, Dabur, Samsung, Whirlpool, Eveready etc. The CIN of Genus Paper & Boards Limited is: L21098UP2012PLC The equity shares of Genus Paper & Boards Limited are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). BSE Scrip Code: NSE Symbol: GENUSPAPER Board of Directors Mr. Ishwar Chand Agarwal Mr. Kailash Chandra Agarwal Mr. Himanshu Agarwal Mr. Surya Prakash Sinha Mr. Bhairon Singh Solanki Mr. Rameshwar Pareek Mr. Udit Agarwal Mr. Rajendra Aggarwal Mrs. Anu Sharma Mr. Yash Todi 50

53 Shareholding Pattern as on June 30, 2018 Name No. of Equity Shares % of shareholding Promoter and Promoter Group Individuals/HUF 6,91,95, Other 6,06,11, Foreign - - Sub Total 12,98,06, Non Promoter Holding Institutions Mutual Funds 99, Foreign Venture Capital Investors 43, Foreign Portfolio Investors 93, Financial Institutions/ Banks 6, Individual share capital upto Rs. 2 Lacs 4,04,18, Individual share capital in excess of Rs. 2 Lacs 6,15,90, Any Other 2,50,67, Sub Total 12,73,18, Total 25,71,25, Financial Performance The Standalone audited financial results of Genus Paper and Boards Limited for the financial years ended March 31, 2018, March 31, 2017 and March 31, 2016 are set forth below: (Rs. In Lakhs) Particulars March 31, 2018 March 31, 2017 March 31, 2016 Total Revenue 35, , , Net Profit after Tax 1, Equity Share Capital 2, , , Preference Share Capital Other Equity 32, , , Net Worth 35, , , Book Value (in Rs.) of face value Rs each EPS (in Rs.) of face value Rs. 1 each The equity shares of Genus Paper and Boards Limited are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). BSE The high and low closing prices and associated volumes of securities traded during last three years is as follows: Period High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) Weighted Average Price (in Rs.) ,71, ,44, ,19, , ,48, ,

54 The high and low closing prices and associated volume of securities traded during the last six months is as follows: Period High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) Weighte d Average Price (in Rs.) August /08/2018 3,98, /08/2018 2,08, July /07/ , /07/ , June /06/2018 1,13, /06/2018 1,25, May /05/2018 1,22, /05/ , /05/ ,535 April /04/ , /04/ , March /03/2018 2,29, /03/2018 1,93, NSE The high and low closing prices and associated volumes of securities traded during last three years is as follows: Period High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) 1,19,366 71,124 Weighted Average Price (in Rs.) ,53, ,26, ,96, ,89, , , , , ,875 The high and low closing prices and associated volume of securities traded during the last six months is as follows: Period August 2018 July 2018 June 2018 May 2018 April 2018 March 2018 February 2018 High (in Rs.) Date of High Volume on date of high (no. of shares) Low (in Rs.) Date of Low Volume on date of low (no. of shares) Weighted Average Price (in Rs.) ,51, ,23, ,78, ,96, ,47, ,19, ,11, ,14, ,72, ,63, , ,49, ,64, ,84, ,77,251 4,47,

55 FINANCIAL STATEMENTS STANDALONE FINANCIAL STATEMENTS Report of the Independent Auditor on the Audited Standalone Financial Statements 53

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