Notice - Genus Power Infrastructures Ltd.

Notice of the Annual General MeetingNotice is hereby given that the 13 th Annual GeneralMeeting of members of Genus Overseas ElectronicsLimited, will be held on Wednesday, 07 th day ofSeptember, 2005 at 11.00 A.M. at PHD Chember ofCommerce and Industry, PHD House, 4/2, SiriInstitutional Area, August Kranti Marg, New Delhi-110016, to transact the following business:ORDINARY BUSINESS:1. To receive, consider and adopt the Balance Sheet asat 31 st March, 2005, Profit & Loss Account for theyear ended on that date and Reports of Directors andAuditors thereon.2. To declare dividend for the financial year ended 31 stMarch, 2005.3. To appoint a Director in place of Shri G. K. Sharma,who retires from office by rotation and beingeligible, offers himself for re-appointment.4. To appoint a Director in place of Shri JitendraKumar Agarwal, who retires from office by rotationand being eligible, offers himself for reappointment.5. To appoint a Director in place of Shri R. D. Sharma,who retires from office by rotation and beingeligible, offers himself for re-appointment.6. To re-appoint Auditors and fix their remuneration.SPECIAL BUSINESS:7. To consider and if thought fit to pass with or withoutmodification(s), the following resolution as SpecialResolution:"RESOLVED THAT pursuant to provisions ofSections 198, 269, 309, Schedule XIII and otherapplicable provisions, if any, of the Companies Act,1956, consent of the Company, be and is herebygiven to the re-appointment of Shri Rajendra KumarAgarwal as Whole Time Director of the Companyfor a period of four years with effect from01.01.2005 and for payment of remuneration to himas under: -a) Salary : Rs. 65,000/- per monthb) Perquisites :Category - Ai) Furnished residential accommodation orHouse Rent Allowance payable @ Rs.10,000/- P. M. by the Company, withwater, gas, electricity, etc., (to beevaluated as per Income Tax Rules).ii) Medical benefits for self and family:Reimbursement of expenses actuallyincurred, the total cost of which to thecompany shall not exceed one monthsalary for every year's service.iii) Leave travel Concession for self, wifeand minor children once a year to andfro for any place in India subject to thecondition that only actual fare and nohotel expenses etc., will be allowed.iv) Fees of clubs subject to a maximum oftwo clubs. This will not includeadmission and life membership fees.v) Personal accident insurance of anamount, the annual premium of whichshall not exceed Rs.1,000/-.Category Bi) Company's contribution towardsprovident fund as per the rules of theCompany but not exceeding 12% of thesalary.ii) Company’s contribution towardspension/superannuation fund as perrules of the company but it shall nottogether with the company’scontribution to the provident fund,exceed 25% of the salary. However,contribution to provident fund,pension/superannuation fund will not beincluded in the computation of theceiling of perquisites to the extent theseeither singly or put together are nottaxable under the Income Tax Act.iii) Gratuity not exceeding one half month'ssalary for each completed year ofservice.iv) Encashment of leave as per rules ofcompany.Category Ci) Free use of car with driver for thepurpose of the company's work.ii) Free telephone facility at residence. Allpersonal long distance calls shall bebilled by the company”.1

8. To consider and if thought fit to pass with or withoutmodification(s), the following resolution as OrdinaryResolution:"RESOLVED THAT pursuant to provisions ofSections 198, 269, 309, Schedule XIII and otherapplicable provisions, if any, of the Companies Act,1956, consent of the Company, be and is herebygiven to the re-appointment of Shri Giriraj KishoreSharma as Whole Time Director of the Company fora period of four years with effect from 24.07.2005and for payment of remuneration to him as under: -1) Salary : Rs.25,000/- per month.2) House Rent Allowance upto Rs.10,000/- permonth.3) Other perquisites as per rules of the Company.9. To consider and pass the following resolutions withor without modification, if any, as SpecialResolutions: -“RESOLVED THAT pursuant to the provisions ofsection 94 (1)(a) of the Companies Act, 1956 and allother applicable provisions, if any, the consent of themembers of the Company, be and is herebyaccorded to increase the Authorised Share Capitalfrom Rs.15,20,00,000/- divided into 1,01,60,000Equity Shares of Rs.10/- each and 5,04,000 10%Redeemable Preference Shares of Rs.100/- each toRs.20,20,00,000/- /- divided into 1,51,60,000 EquityShares of Rs.10/- each and 5,04,000 10%Redeemable Preference Shares of Rs.100/- each.”“RESOLVED FURTHER THAT existing ClauseV of the Memorandum of Association of thecompany, be and is hereby substituted by newClause V as under: -“V. The Authorised Share Capital of thecompany is Rs.20,20,00,000/- (Rupees TwentyCrore Twenty Lac Only) divided into 1,51,60,000(One Crore Fifty One Lac Sixty Thousand)Equity Shares of Rs.10/- (Ten) each and 5,04,000(Five Lac Four Thousand) 10% RedeemablePreference Shares of Rs.100/- (One Hundred)each.”“RESOLVED FURTHER THAT existing Article4 of the Articles of Association of the company, beand is hereby substituted by new Article 4 as under:-“4. The Authorised Share Capital of the companyis Rs.20,20,00,000/- (Rupees Twenty CroreTwenty Lac Only) divided into 1,51,60,000 (OneCrore Fifty One Lac Sixty Thousand) EquityShares of Rs.10/- (Ten) each and 5,04,000 (FiveLac Four Thousand) 10% RedeemablePreference Shares of Rs.100/- (One Hundred)each. The Company shall have power to increase,2reduce, sub-divide or to repay the same or todivide the same into several classes and to attachthereto any rights to consolidate or sub-divide theshares and to vary such rights as may bedetermined in accordance with the regulations ofthe company.”10. To consider and if thought fit to pass with or withoutmodification(s), the following resolution as SpecialResolutions:“RESOLVED THAT in accordance with provisions ofSection 81 and other applicable provisions, if any, of theCompanies Act, 1956 and subject to such consents andsuch approvals, as may be necessary and subject to suchconditions and modifications, as may be considerednecessary by the Board of Directors of the company(herein after referred to as “the Board” which term shallbe deemed to include any committee thereof for the timebeing exercising the powers conferred on the Board bythis resolution) or as may be prescribed or made, ingranting such consents and approvals and which may beagreed to by the Board, the consent of the Company, beand is hereby accorded to the Board to offer, issue andallot in one or more tranches, in the course ofdomestic/international offerings to Domestic/ForeignInstitutions, Non-Resident Indians, Indian PublicCompanies, Corporate Bodies, Mutual Funds, Banks,Insurance Companies, Pension Funds, Individuals orotherwise, whether Shareholders of the company or not,through public issue and/or private placement basisand/or preferential allotment basis, debentures whetherpartly/optionally/fully convertible and /or securitieslinked to equity shares including but not limited toGlobal Depository Receipts (GDRs) and/or ForeignCurrency Convertible Bonds and /or Bonds with ShareWarrants attached (hereinafter collectively referred to as“securities”), secured or unsecured, so however that thetotal amount raised through the aforesaid securities shallnot exceed US $ 10 million (United States Dollars Tenmillion) or rupees equivalent thereto; including a right toretain for additional allotment as incremental funds forthe company.”“RESOLVED FURTHER THAT for the purpose ofgiving effect to the above resolution, the Board, be and ishereby authorised to determine the form and terms of theissue (s), including the class of investors to whom thesecurities are to be allotted, number of securities to beallotted in each tranche, issue price, face value, premiumamount on issue/conversion of securities/exercise ofwarrants/redemption of securities, rate of interest,conversion/redemption period, listing on one or morestock exchanges in India and /or abroad as the Board inits absolute discretion deems fit and to make and acceptany modifications in the proposal as may be required bythe authorities involved in such issues in India and/orabroad and to settle any questions or difficulties that mayarise in regard to the issue(s).”

11. To consider and if thought fit to pass with or withoutmodification(s), the following resolution as OrdinaryResolution:“RESOLVED THAT pursuant to the provisions ofSection 293 (1) (d) and other applicable provisions, ifany, of the Companies Act, 1956, the consent of theCompany, be and is hereby accorded to the Board ofDirectors and/or any Committee formed by them, forborrowing for and on behalf of the Company from timeto time monies for the purposes of the company either inforeign currency and / or rupee currency as may bedeemed necessary amounting in the aggregate upto asum not exceeding Rs. 200 Crore (Rupees Two HundredCrore Only) notwithstanding that the money soborrowed, together with the monies already borrowed(apart from temporary loans obtained from the bankers inthe ordinary course of business) may exceed theaggregate of the paid up share capital of the Companyand its free reserves, that is to say, reserves not setapart for any specific purpose.”12. To consider and if thought fit to pass with or withoutmodification(s), the following resolution as OrdinaryResolutions:“RESOLVED THAT the consent of the Company, beand is hereby accorded under section 293(1) (a) andother applicable provisions, if any, of the CompaniesAct, 1956 to the Board of directors of the company(hereinafter to as “the Board” which term shall bedeemed to include any committee thereof for the timebeing exercising the powers conferred on the Board bythis resolution) to mortgage, hypothecate, charge andpledge and/or create a floating charge and/or also tocreate liens, charges and all other encumbrances ofwhatsoever nature on all or any of the company’s currentassets or stock in trade (including raw materials, storesspare parts and components, in stock or in transit) andwork in process and the whole of all or any of theundertakings of the company, wheresoever situate,present and future together with power to take over themanagement of the business and concern of the companyin certain events, in such form and in such manner as theBoard may think fit and proper, in favour of banks/institutions/ other lenders/ trustees of the holders ofsecurities, aggregating to a nominal value not exceedingRs. 100 Crore (Rupees One Hundred Crore Only) to beissued from time to time in one or more tranches underits borrowing powers, to secure the principal amounttogether with interest, compound interest and all costs,charges and expenses and all other monies as maybecome due and payable by the company in that behalfand to vary or modify existing securities, from time totime, in such manner and in such form on all or any ofthe properties or part of any of the properties and theundertakings of the company, both present and future, asmay be decided by the Board and as agreed to by the saidbankers/ institutions/ other lenders/ trustees of theholders of securities issued hereunder and the existing orfuture series of debentures/ bonds or other lenders,bankers and financial institutions, both present andfuture, to secure existing series of debentures, loans,financial facilities as may be obtained by the companyfrom time to time and as may be deemed appropriate bythe Board.RESOLVED FURTHER THAT the Board, be and isherby authorised to sign and execute all such documents,deeds and writings and to do all such acts, deeds, mattersand things as may be necessary for giving effect to theabove resolution.”13. To consider and if thought fit to pass with or withoutmodification(s), the following resolution as SpecialResolutions:“RESOLVED THAT pursuant to the applicableprovisions of the Foreign Exchange Management Act,1999 and other prevailing laws, rules and regulations asapplicable from time to time and subject to suchconsents, sanctions and permissions as may be requiredfrom the appropriate authorities, consent of the Companybe and is hereby accorded for acquiring and holdingequity shares of the company by the Foreign InstitutionalInvestors (FIIs), including their sub-accounts, upto anaggregate limit of 40% of the paid up equity share capitalof the company however, subject to SEBI guidelines, ifany, in this behalf.”RESOLVED FURTHER THAT the Board of Directorsof the Company, be and is hereby authorised to approve,sign and execute all such documents, deeds and writingsand to do all such acts, deeds, matters and things as maybe necessary for giving effect to the above resolutionsubject to consents, sanctions and permissions asaforesaid as may be necessary.”Jaipur, 26 th July, 2005NOTES :By Order of the Board of DirectorsRaj Kumar YadavCompany Secretary1. A member entitled to attend and vote at themeeting is entitled to appoint a proxy to attendand vote instead of himself. A proxy need not bea member of the Company. Proxies in order to beeffective must be received by the Companyalteast 48 hours before the time of meeting.3

2. The explanatory statement for special business isannexed herewith.3. The Register of Members and Share Transfer Booksof the Company will remain closed from 02 ndSeptember, 2005 to 07 th September, 2005 (bothdays inclusive).4. Members are requested to send their queries, if any,atleast ten days in advance of the meeting so that theinformation can be made available at the meeting.5. The payment of dividend, upon declaration by theshareholders at the forthcoming Annual GeneralMeeting, will be made on or after 10 th September,2005 as under: -To all those beneficial owners holding shares inelectronic form as at the end of the day of 01 stSeptember, 2005.To all those members holding shares in physicalform after giving effect to the entire valid sharetransfers lodged with the Company/ShareTransfer Agent before the closing hours on 01 stSeptember, 2005.6. Members, who hold shares in physical form, arerequested to notify immediately any change intheir addresses to the Company/Registrars andShare Transfer Agents of the Companyalongwith their Banks/Electronic ClearingServices (ECS) details as follows:Name of the Sole/First/Joint HolderFolio NumberBank Account Number maintained in Indiawith 9-digit code number, type of account,complete name & address of the Bank.7. Members, who have dematerialized their shares, arerequested to inform Change of Address and Changein Bank Account details, to their respectiveDepository Participants directly. Members may notethat their Bank Account details as furnished by theirDepositories to the Company will be printed on theirDividend Warrant(s) and the Company will notentertain any direct request from such shareholderfor change in such Bank details.8. Members are requested to bring their copies of theAnnual Reports alongwith them as printed copies ofthe Report will not be distributed at the meeting.9. Members are requested to address allcorrespondence regarding Transfer andTransmission of Share(s), Duplicate ShareCertificate(s), Duplicate Dividend Warrant(s),Dividend Mandate, Dematerialisation andRematerialisation of Share(s), etc. to the Company’sRegistrar & Share Transfer Agent, M/s NICHETECHNOLOGIES PRIVATE LIMITED, D-511,BAGREE MARKET, 71, B. R. B. BASU ROAD,KOLKATA – 700 001.10. Pursuant to Section 205A of the Companies Act,1956, all unpaid/unclaimed dividends, which remainunpaid or unclaimed for a period of seven years, willbe transferred to the Investor Education andProtection Fund established under Section 205C ofthe Companies Act, 1956. Shareholders, who havenot yet encashed their dividend warrants issued forthe years 2001-02, 2002-03, 2003-04 & 2004-05(interim dividend), are requested to encash theirdividend warrants before it is transferred to theInvestor Education and Protection Fund (IEPF).11. Shareholders are requested to send the nominationsin Form 2B (in duplicate) under Section 109A of theCompanies Act, 1956 to the Company’s Registrar &Transfer Agent.12. Members are requested to inform theCompany/Share Transfer Registrar/DepositoryParticipant, their bank account number with name ofBank and its branch so that the warrant(s) sent tothem include details of their account number anddesignated bank branch, to avoid fraudulentencashment of the dividend warrants.13. At the ensuing Annual General Meeting, Shri G.K.Sharma, Shri Jitendra Kumar Agarwal, and Shri R.D. Sharma shall retire by rotation and being eligible,offer themselves for re-appointment. Shri RajendraKumar Agarwal, Whole Time Director and ShriG. K. Sharma, Whole Time Director, are being reappointed.As required under Clause 49 (vi) of theListing Agreement, brief resume includingexperience, other directorship and committeemembership of Shri G.K. Sharma, Shri JitendraKumar Agarwal, Shri Rajendra Kumar Agarwal andShri R. D. Sharma are given below: -Shri R. D. SharmaShri R.D. Sharma, aged 70 years has businessexperience of more than 37 years. He is CMD ofKalindee Rail Nirman Engineers Ltd, whichundertakes Signaling and Telecommunication worksfor Indian Railways. He is also the recipient of theAll India Manufacturers Organisations ‘BharatRatna Visvesraya Award for the year 1986, inrecognition of his outstanding performance awardedby the Hon’ble President of India.4

Item No.10:Members are aware of the impressive growth achievedby the Company in the last four years. The Company isnow amongst the leading Electronic Energy Metering inIndia. The Company has started manufacturing high-endprogrammable multifunctional intelligent single & threephase meters inline with the requirements of powerdistribution companies.Members are also aware of the on going expansionprogrammes of the company in Uttranchal. TheCompany has been looking for further growthopportunities and in this context, the Company has beenpursuing various options for organic and in-organicgrowth. In order to finance growth, the Companyproposes to raise resources by issue of Securities for anamount not exceeding US $ 10 Million (United StatesDollars 10 Million) or Rupees equivalent thereto, in oneor more tranches, at such price or prices and at such timeas may be considered appropriate by the Board ofDirectors of the Company, to various categories ofinvestors/lenders in the domestic/international market asset out in the Resolution at Item No.10 of the Notice.To the extent that any part of the above mentionedresource raising plan includes issue of Securities linkedto or convertible into Equity Shares of the Company,Member’s approval is being sought. Section 81 of theCompanies Act, 1956, provides, inter alia, that wheneverit is proposed to increase the subscribed capital of acompany by allotment of further shares, such furthershares shall be offered to the persons who on the date ofthe offer are holders of the Equity Shares of theCompany in proportion to the capital paid up on that dateunless the shareholders in a General Meeting decideotherwise. The Listing Agreements executed by theCompany with the Stock Exchanges also provide that theCompany shall, in the first instance, offer all Securitiesfor subscription pro rata to the Shareholders unless theShareholders in a General Meeting decide otherwise.The Equity shares, if any, issued in accordance with theauthorizations under the Resolution shall rank in allrespects pari passu with the then existing Equity Sharesof the Company.The proposed issue of securities is in the interest of theCompany and your Directors recommended theResolutions at Item Nos.10 of the Notice as SpecialResolution for approval of the Members.None of the Directors of the Company is, in any manner,concerned or interested in the Resolution.Item No.11:The Board of Directors of the Company were authorisedto borrow monies up to Rs.125 Crore by the Companyvide ordinary resolution passed in the 12 th Annual6General Meeting held on 20.09.2004 under Section293(1)(d) of the Companies Act, 1956. Keeping in viewthe new projects, the aggregate amount of loans is likelyto cross Rs.125 Crore during the current year and thusthe said limit is proposed to be increased to Rs.200 Croreas contained in the resolution. The Board of Directors ofthe Company has recommended the proposal. Samerequired consent of Company by way of ordinaryresolution under provisions of section 293(1)(d) of theCompanies Act, 1956.None of the Directors of the Company is in any manner,concerned or interested in the said resolution.Item No.12:Our Bankers i.e. the Bank of Baroda, Dena Bank, PunjabNational Bank, IDBI and State Bank of Indore haveprovided/sanctioned term loans as well as workingcapital facilities to the Company subject to mortgaging /creating charge over the immovable and movable assetspresent and future, both of the Company. The loans wereincreased from time to time and thus the proposedresolution is to enable the Company to authorise theBoard of Directors of the Company to comply with therequirement of creating charge/mortgage over the assetsof the Company to secure repayment of said loans,interest etc., in favour of said Bankers, including anyfurther increase in said loans in future. Same requiredconsent of Company by way of ordinary resolution underprovisions of section 293(1)(a) of the Companies Act,1956.None of the Directors is, in any manner, concerned orinterested in the said resolution.Item No.13:As on date, the Foreign Institutional Investors (FIIs) hold3.69% of the paid-up Equity Share Capital of theCompany. The Company’s Equity Shares are listed onthe Stock Exchanges. Because of the liquidity of theCompany’s scrip on the exchanges, and increasinginterest of foreign Investors in power equipment andinfrastructure sector, FIIs are buying shares of yourcompany.As per the norms, pertaining to investments in India bypersons resident outside India, issued by the ReserveBank of India (RBI) under Foreign ExchangeManagement Act, 1999, investment in equity shares byFIIs, including their sub accounts, is limited to 24% ofthe Company’s paid-up Equity Share Capital. This limitcan be increased by a company by passing a SpecialResolution by its Members. To improve the free float ofthe Company’s scrip for purchase/trading by FIIs, it isproposed to increase this limit to 40% of the Company’spaid-up Equity Share Capital. The Resolution set out inthe Notice will enable the FIIs to acquire Shares of the

Company through authorized dealers within the revisedceiling under the Portfolio Investment Scheme of RBI.The proposed Resolution is, therefore, enabling innature. The Company seeks the approval of the Membersto raise the limit for investment by FIIs upto 40% of theCompany’s paid-up Equity Share Capital. The Directorsrecommended the Special Resolution for approval of theMembers.None of the Directors of the Company is, in any manner,concerned or interested in the Resolution.By Order of the Board of DirectorsJaipur, 26th July, 2005Raj Kumar YadavCompany Secretary7