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Directors Report of GEI Industrial Systems Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in submitting the 22nd Annual Report together with the Audited Accounts for the financial year ended 31st March, 2015.

(Rs. in Lacs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Gross Turnover 3057.31 6937.61

EBIDTA -922.18 -1461.74

Profit After Tax (PAT) -3243.69 -5024.41

Financial Analysis / Review FY 2014-15

FY 14-15 and FY 13-14 continue to be difficult years for capital goods industry in India due to adverse factors which has shown no signs of improvement in the past two years. Some of the key factors which are responsible for this negative growth in the Industry are:

- Non implementation of policy initiatives by the Government leading to delay in upcoming projects in the infrastructure specially oil and gas and power sector.

- The power sector did not show any sign of comeback from the slowdown. Although Government has re- allocated the coal blocks but the mining, production and availability of the coal is yet to pick up.

- Increase in the prices of key raw materials and other inputs.

- Inadequate Bank Finance for implementation of projects.

With the Make-in-India initiative by the Government of India the Company expects opportunities for growth in the manufacturing sector. With the coal block re-allocation, mining and production, activities in the power sector is likely to pick up in the near future. Stalled projects held due to environment and financial reasons of tariff rates and funding from lenders are likely to be revived. This would give a boost to Company's turnover and profitability. The Company has initiated various measures to increase the order book as well as to get into more profitable segments:

Measures to Increase the Order Book:

- Focus on the Oil and Gas sector in the export markets, especially Middle East where good opportunities exists for the Company.

- Company has established itself as EPC Company and executing orders for Nuclear Power Project. Company will explore opportunities in similar projects keeping focus on the Nuclear Power.

- Company is working to set up strategic alliance with potential partners for widening the product range falling in core competence.

- To offer engineering & technical services in its core area to clients within and outside the Country where there is good potential for business in the new projects, revamp and performance enhancement of Air Cooled Heat Exchanger and Air Cooled Vacuum Steam Condensers of various existing projects executed by the Company and others.

- Continued marketing efforts for ACSC packages for higher megawatt (300/660 MW) projects.

Measures to boost profitability:

- Increased focus on exports. During 2014-15, company bagged an export order worth 2.5m USD from Oman.

- Increased focus on product lines like EPC, Balance of Plant & Process skids to increase profitability.

- Standardize design to reduce inventory / procurement lead-time.

- Reduction / Rationalization of work force across locations.

- Reduction in Administration & selling expenses.

Accomplishments

- Company has bagged order from Al Hassan Engineering Company, Oman for supply of Air Cooled Steam Condensers for Petroleum Development of Oman (PDO) for pilot project for enhanced oil recovery from Oil wells. This is the first of its kind and then will be taken up for all such wells in Oman. This will open good opportunities for the Company.

- Successfully executed contract for Air Cooled Heat Exchangers with Winterization Scheme for the first time for cooling of low pour point fluids in the refinery. This is designed as per API 661 with Aluminum Louvers developed in house by GEL

Export House Status

The Company continues its "Export House" status as recognized by the Ministry of Commerce & Industry, Government of India.

Fixed Deposits

The Company has not accepted deposits from the public during the year under review. There were no overdue deposits for repayment on the date of this report.

Directors

Mr. Ajitha kumar Kandampully Appu and Mrs. Perizad Ghosh has resigned from the Board of Directors w.e.f. 14 November 2014 and 16 April 2015. The Directors place on record their appreciation of the valuable services rendered by Mr. Ajitha kumar Kandampully Appu during their tenure.

Mr. Pannalal Mundhra and Mr. Robinson Fernandez retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

GEI Power is also adversely affected by the difficult situation in the new power plant segment. The Company is hopeful that a revival of the power sector in the country will help it get significant orders and increase capacity utilization in a big way.

As on date, the total manufacturing capacity of GEI and GEI Power is approx. 2000-2500 MW of Air Cooled Vacuum Steam Condensers or equivalent equipments. This does not include capacity available for Air Cooled Heat Exchanger for Oil and Gas Sector.

In view of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 129 of the Companies Act, 2013, the Audited Statements of Accounts, Directors' Report etc. of the wholly owned subsidiary company - GEI Power Limited, are not annexed to this report. However the same will be made available to members of the Company on request and can also be inspected at the Registered Office of the Company as well as the subsidiary. Pursuant to the condition of the general exemption, a statement of the summarized financials of the subsidiary is attached along with the Consolidated Financial Statements. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiary.

Dividend

Due to inadequacy of profit, your Directors regret their inability to recommend any dividend on Equity Shares for the financial year 2014-15.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134 sub-section (3) clause (c) of the Companies Act, 2013 with respect to the Directors' responsibility statement, it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv)The Directors have prepared the accounts for the financial year ended on 31st March, 2015 on a going concern basis.

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

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 134 (1) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and "outgo is given in Annexure-A, forming part of this report.

Particulars of Employees

Disclosure requirement in accordance with Section 134 of the Companies Act, 2013 regarding salary particulars of employees is not applicable as they are within the threshold limits.

Corporate Governance

As required under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, the Company adheres to the principles of Corporate Governance and continues to focus on adopting the best Corporate Governance practices. A detailed report duly certified by the Practising Company Secretary forms part of this report.

Sectortrial Audit Report

As a measure of good Corporate Governance, Secretarial Audit of the Company was conducted by CS Dhanraj Singh Thakur, Practicing Company Secretary, and their report is attached. The Secretarial Auditor has given their comments on the various statutory points about compliance with the requirements of Companies Act, 2013, Listing Agreement with the Stock Exchanges and other applicable laws.

The management reply on the qualifications given by the Secretarial Auditor in his report is as follows:

- Company did not receive the data relating to Statement of Unclaimed and Unpaid amounts of Dividend from the bank after so many reminders therefore the Company has not filed Form INV-5.

- Due to unavailability of proper and efficient proposal for the post of Company Secretary the company was unable to appoint the Company Secretary in its previous Board meetings .However, the board decided to review the proposals received along with some fresh applications so as to fill the vacancy at its earliest and appoint the candidate as the Company secretary of the company as per Section 203 of the Companies Act, 2013, subject to the approval of all or majority of the Directors in the forthcoming Board Meeting.

- After appointing Company Secretary in the forthcoming Board Meeting, the Company Secretary will be appointed as the Compliance Officer of the Company as per Clause 47(1) of the Listing Agreement.

- The Company in its Board Meeting held on 21st August, 2015 appointed the Internal Auditor as per Section 38 of the Companies Act, 2013 and Cost Auditor as per Section 148 of the Companies Act, 2013.

- The Company had complied with the provisions of Clause 31 of the Listing Agreement and the Annual report for the year 2013-14 was filed with a fine of Rs. 21,618/- to both of the Stock Exchanges, (NSE and BSE).

- The Company has paid the Annual Listing fees to Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE) for the year 2014-15 on a later date.

- As the office of Compliance Officer remained vacant for the year the Company was unable to comply with the provisions of SEBI (PIT) Regulations, 1992 due to inadvertence. Now that the Company Secretary will be appointed in the forth coming Board Meeting, we will ensure future compliances.

Auditors

The members are requested to ratify the appointment of Auditors for the period from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of your Company, holds office until conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The management reply on the qualifications given by the Statutory Auditor in his report is as follows:

- Clause No (in (a) of Annexure to Audit Report - Relating to Physical verification of inventor:-

Management Response: Verification of inventories has been carried out by the management as well the Financial Institutions.

- Clause No (viii) (a) of Annexure to Audit Report - Relating to payment to Statutory Dues:-

Management Response: The Company is facing cash flow pressure due to losses during the past three years. The company proposes to clear all statutory dues as soon as the cash flow position improves after the bankers restructuring.

The Company continues to maintain the highest standards of health, safety and environment. It emphasizes preventive philosophy in respect of these matters and recognizes significance of creating awareness through training & development on a continuous basis. Eliminating potential risks in all the areas of operations is carried out with the aim of total safety.

As a responsible corporate citizen, your Company believes in being environment friendly that manifests in all the areas of its working and operations. Not only its technology helps environment protection but adopts the culture of sustainability in every sphere of its activities.

Industrial Relations:

During the year under review, industrial relations continued to remain harmonious.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and Stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the committed services rendered by the Executives, Staff and Workmen of the Company. For and on behalf of the Board

C E Fernandes

Place:Bhopal Chairman & Managing Director

Date :21.08.2015


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in submitting the 21st Annual Report together with the Audited Accounts for the financial year ended 31st March, 2014.

(Rs.in Lacs)

Particulars Yearended Year ended 31.03.2014 31.03.2013

Gross Turnover 6937.61 16689.16

EBIDTA -1461.74 -1191.13

Profit After Tax (PAT) -5024.41 -4842.73

Financial Analysis / Review FY 2013-14

FY 13-14 and FY 12-13 have been two very difficult years for the engineering and capital goods industry in India on account of adverse factors such as:

* Overall Economic slowdown

* Lack of policy initiatives / clearances from the Government.

* Delay / deferment of projects, especially in the power sector; consequent drying up of new orders.

* Frequent revisions in monetary policy/ interest rates by RBI.

* Increase in the prices of key raw materials and other inputs.

* Inadequate Bank Finance

As growth returns to the country''s manufacturing sector in general and new power plants in particular, the Company''s operations are expected to get a boost both in turnover and profitability. The Company has initiated various measures to increase the order book as well as to get into more profitable segments:

Measures to Increase the Order Book:

* More focus on the Oil and Gas sector, both in domestic and export markets, especially Middle East and Far East. (Skid Assembly, Compressor packages etc.).

* Continued emphasis on the equipment packages for nuclear power projects.

* Explore a new market segment for ACSC - conversion of existing Water Cooled Systems into Air Cooled Systems.

* Continued marketing efforts for ACSC packages for higher megawatt (300/660 MW) projects.

Measures to boost profitability:

* Increased focus on exports. During 2013-14, exports touched about Rs. 1003.61 Lacs (Previous year Rs. 32.47 Lacs)

* Increased focus on product lines like EPC and Balance of Plant to increase profitability

* Standardise design to reduce inventory / procurement lead-time.

* Buy or hedge maximum annual requirement when the prices are on the softer side (subject to cost/benefit analysis on inventory holding).

* Reduction / Rationalisation of work force across locations.

* Reduction in Administration & selling expenses.

Accomplishments

Engineering, Procurement and Construction (EPC)

* Heavy water upgrading and waste management prototype has been very successfully developed. Nuclear Power Corporation India Limited has given go ahead for bulk manufacturing. This marks a technological breakthrough for the Company.

* Exports increased to Rs. 10.03 Crores from Rs. 0.32 Crores in the previous year. The Company has successfully executed compressor cooling package system for an overseas customer in Dubai.

* Successfully executed contract for Air Cooled Heat Exchangers with Super Duplex metallurgy for refinery project being set up by Indian Oil Corporation at Paradip in Odisha. This is an import substitution technology which has been developed in India for the first time.

Export House Status

The Company continues its "Export House" status as recognised by the Ministry of Commerce & Industry, Government of India.

Fixed Deposits

The Company has not accepted deposits from the public during the year under review. There were no overdue deposits for repayment on the date of this report.

Directors

Mr. Nandkumar Kalath and Mr. Sudarshan Synghal resigned from the Board of Directors w.e.f. 14 August 2013. Mr. Sanjeev Singhal resigned from the Board of Directors w.e.f. 05 March 2014. Mr. Vijay Khanna and Mr. S.C. Duggal resigned from the Board of Directors w.e.f. 19 April 2014. The Directors place on record their appreciation of the valuable services rendered by Mr. Nandkumar Kalath, Mr. Sudarshan Synghal, Mr. Sanjeev Singhal, Mr. Vijay Khanna and Mr. S.C. Duggal during their tenure.

Mr. C E Fernandes and Mr. Bernard John retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

GE1 Power Limited (Wholly Owned Subsidiary Company)

GEI Power is also adversely affected by the difficult situation in the new power plant segment. The Company is hopeful that a revival of the power sector in the country will help it get significant orders and increase capacity utilization in a big way.

As on date, the total manufacturing capacity of GEI and GEI Power is approx. 3000-3500 MW of Air Cooled Vacuum Steam Condensers or equivalent equipments.

In view of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, the Audited Statements of Accounts, Directors'' Report etc. of the wholly owned subsidiary company - GEI Power Limited, are not annexed to this report. However the same will be made available to members of the Company on request and can also be inspected at the Registered Office of the Company as well as the subsidiary. Pursuant to the condition of the general exemption, a statement of the summarised financials of the subsidiary is attached along with the Consolidated Financial Statements. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiary.

Dividend

Due to inadequacy of profit, your Directors regret their inability to recommend any dividend on Equity Shares for the financial year 2013-14.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(7) of the Companies Act, 1956 with respect to the Directors'' responsibility statement, it is hereby confirmed that:

i) In the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-A, forming part of i this report.

Particulars of Employees

Disclosure requirement in accordance with Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 regarding salary particulars of employees is not applicable as they are within the threshold limits.

Corporate Governance

As required under the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges, the Company adheres to the principles of Corporate Governance and continues to focus on adopting the best Corporate Governance practices. A detailed report duly certified by the Practising Company Secretary forms part of this report.

Secretarial Audit Report

As a measure of good Corporate Governance, Secretarial Audit of the Company was conducted by Gajendra Singh Solanki and their report is attached. The Secretarial Audit Report confirms that the Company has complied with the requirements of Companies Act, 1956, Listing Agreement with the Stock Exchanges and other applicable laws.

Auditors

The members are requested to appoint the Auditors for the period from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of your Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Health, Safety & Environment

The Company continues to maintain the highest standards of health, safety and environment. It emphasises preventive philosophy in respect of these matters and recognises significance of creating awareness through training & development on a continuous basis. Eliminating potential risks in all the areas of operations is carried out with the aim of total safety.

As a responsible corporate citizen, your Company believes in being environment friendly that manifests in all the areas of its working & operations. Not only its technology helps environment protection but adopts the culture of sustainability in every sphere of its activities.

Industrial Relations

During the year under review, industrial relations continued to remain harmonious. The Company had conducted various training programmes for the development of the employees.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and other Stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the committed services rendered by the Executives, Staff and Workmen of the Company.

For and on behalf of the Board Place : Bhopal C E Fernandes Date : 29.05.2014 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in submitting the 19th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

(Rs. in Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Gross Turnover 36449.64 41608.31

EBIDTA 4221.41 5782.92

Profit After Tax (PAT) 8.41 2439.60

Financial Analysis / Review FY 2011-12

FY 11-12 had been a very difficult year for the engineering and capital goods industry in India on account of adverse factors such as:

- Overall Economic slowdown

- Lack of policy initiatives / clearances from the Government.

- Delay / deferment of projects, especially in the power sector; consequent drying up of new orders.

- Frequent revisions in monetary policy/ interest rates by RBI.

- Increase in the prices of key raw materials and other inputs.

- Lack of adequate bank credit.

The Company has initiated various measures to increase the order book as well as to reduce the overall cost of operations:

Measures to Increase the Order Book:

- More focus on the Oil and Gas sector, both in domestic and export markets, especially Middle East and Far East. (Skid Assembly, Compressor packages etc.).

- Continued emphasis on the equipment packages for nuclear power projects.

- Explore a new market segment for ACSC - conversion of existing Water Cooled Systems into Air Cooled Systems (Target – NTPC).

- Continued marketing efforts for ACSC packages for higher megawatt (300/660 MW) projects.

Measures to reduce Cost of operations:

- Standardise design to reduce inventory / procurement lead-time.

- Buy or hedge maximum annual requirement when the prices are on the softer side (subject to cost/benefit analysis on inventory holding).

- Explore the possibilities of importing select raw materials and bought outs from China / Korea.

- Reduction / Rationalisation of work force across locations.

- Reduction in Administration & selling expenses.

Dividend

Due to inadequacy of Profit, your Directors regret their inability to recommend any dividend on Equity Shares for the financial year 2011-12.

Accomplishments

Air Cooled Heat Exchangers:

- Secured order from BHEL, Hyderabad for supply of process gas coolers to Brahmaputra Cracker Polymer Ltd at Dhuliajan, Assam.

- Secured order from Numaligarh Refinery Limited, Assam for Naptha Splitter Unit at Numaligarh Refinery, Assam.

- Secured order from Bharat Pumps and Compressors Ltd, Naini, Allahabad for Rich Gas Compressor at Lepetkata site, Assam for Brahmaputra Cracker Polymer Ltd.

- Secured order from Larsen & Toubro Limited, Mumbai for Deen Dayal West Field Development project-Process cum Living Quarter Platform of Gujarat State Petroleum Corporation, Gujarat.

- Secured order from HPCL, Mumbai for the project of PDA Revamp at Mumbai Refinery. Air Cooled Vacuum Steam Condensers (ACSC):

- Secured orders for Air Cooled Vacuum Steam Condensers totalling 277 MW during the year.

- Secured order from OPG Power Generation, Chennai for the third project of 80 MW (Unit # 3) at Gummidipoondi, Tamilnadu.

- Secured order from Super Smelters Limited, Kolkata for the project of 35 MW captive power plant at Jamuria, West Bengal.

- Successfully commissioned ACSC for 150 MW Unit-II of Shree Mega Power at Beawar, Rajashtan.

- Successfully commissioned 20 ACSCs at different locations totaling 767 MW during the year. Engineering, Procurement and Construction (EPC)

Secured an order from NPC for Heavy Water Upgrading and Waste Management Plants (2x700MW RAPP-7&8)

Export House Status

The Company continues its "Export House" status as recognised by the Ministry of Commerce & Industry, Government of India.

Fixed Deposits

The Company has not accepted deposits from the public during the year under review. There were no overdue deposits for repayment on the date of this report.

Directors

Mrs. Everlyn Fernandes resigned from the Board on 03.02.2012. The Directors place on record their appreciation of the valuable services rendered by Mrs. Everlyn Fernandes during her tenure.

Mr. Robinson Fernandez was inducted into the Board of Directors of the Company as an Additional Director on 10.11.2011 and holds office up to the date of the ensuing Annual General Meeting. A notice has been received from a member of the Company proposing his candidature for the office of Director of the Company.

Mr. Vijay Khanna, Mr. D. Laxminarayan and Dr. Sudarshan Synghal retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

GEI Power Limited (Wholly Owned Subsidiary Company)

Phase I of the capital expansion (Rs. 21.10 Cr) as well as majority work of Phase II of the capital expansion (Rs. 34.40 Cr) have been completed and are in operation. Due to the current economic slowdown, further investment / expansion is kept on hold.

As on date, the total manufacturing capacity of GEI and GEI Power is approx. 3000-3500 MW of Air Cooled Vacuum Steam Condensers or equivalent equipments.

In view of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, the Audited Statements of Accounts, Directors' Report etc. of the wholly owned subsidiary company - GEI Power Limited, are not annexed to this report. However the same will be made available to members of the Company on request and can also be inspected at the Registered office of the Company as well as the subsidiary. Pursuant to the condition of the general exemption, a statement of the summarised financials of the subsidiary is attached along with the Consolidated Financial Statements. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiary.

Acquisition of Compulsorily Convertible Debentures (CCDs) of GEI Power Limited

The Company has acquired 1000, 5% Compulsorily Convertible Debentures (CCDs) of face value of Rs. 100000 each (Rs. 10 Crores) of GEI Power Limited (Wholly Owned Subsidiary) from BanyanTree Growth Capital LLC, Mauritius. The said CCDs have been converted into 14,18,440 Equity Shares of face value of Rs. 10 each of GEI Power Limited.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' responsibility statement, it is hereby confirmed that :

i) In the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the accounts for the financial year ended on 31st March, 2012 on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-A, forming part of this report.

Particulars of Employees

Disclosure requirement in accordance with Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 regarding salary particulars of employees is not applicable as they are within the threshold limits.

Corporate Governance

As required under the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges, the Company adheres to the principles of Corporate Governance and continues to focus on adopting the best Corporate Governance practices. A detailed report duly certified by the Practising Company Secretary forms part of this report.

Secretarial Audit Report

As a measure of good Corporate Governance, Secretarial Audit of the Company was conducted by V. Sundaram & Co. and their report is attached. The Secretarial Audit Report confirms that the Company has complied with the requirements of Companies Act, 1956, Listing Agreement with the Stock Exchanges and other applicable laws.

Auditors

The members are requested to appoint the Auditors for the period from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fx their remuneration.

A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of your Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Health, Safety & Environment

The Company continues to maintain the highest standards of health, safety and environment. It emphasises preventive philosophy in respect of these matters and recognises signifcance of creating awareness through training & development on a continuous basis. Eliminating potential risks in all the areas of operations is carried out with the aim of total safety.

As a responsible corporate citizen, your Company believes in being environment friendly that manifests in all the areas of its working & operations. Not only its technology helps environment protection but adopts the culture of sustainability in every sphere of its activities.

Industrial Relations

During the year under review, industrial relations continued to remain harmonious. The Company had conducted various training programmes for the development of the employees.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and other Stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the committed services rendered by the Executives, Staff and Workmen of the Company.

For and on behalf of the Board

Place : Bhopal C E Fernandes

Date : 03.09.2012 Chairman & Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in submitting the 18th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2011.

Financial year 2010–11 has been a year of robust growth for your Company, both in terms of turnover and profits. Propelled by the buoyancy in the core sector, your Company continued its growth momentum as the leading manufacturer of Air Cooled Heat Exchangers, Air Cooled Vacuum Steam Condensers and associated systems for Oil & Gas and Power Sectors.

Financial Highlights

- Gross Turnover increased by 54%

- Net Profit (PAT) increased by 71%

(Rs. in Lacs) Particulars Year ended Year ended 31.03.2011 31.03.2010

Gross Turnover 41608.31 27044.53

EBIDTA 5782.92 3532.25

Profit After Tax (PAT) 2439.60 1428.64

Balance carried to Balance Sheet 5498.72 3273.25

Earning Per Share (Rs.) 14.39 8.32

Earning Per Share (Consolidated) (Rs.) 16.84 9.20

Dividend

The Directors are pleased to recommend a dividend of Rs.1 per equity share i.e 10% on the equity share capital, subject to approval by the members at the ensuing Annual General Meeting of the Company.

The dividend, inclusive of dividend tax, will absorb an amount of Rs. 214.14 lacs.

Accomplishments Oil & Gas Sector:

- Secured order from Gas Authority India Limited (GAIL) for supply of Air Cooled Heat Exchangers for Petrochemical Complex-II at Vijaypur (M.P.). Engineers India Ltd. (EIL) are the Engineering Consultant for the Project.

- Secured order from Lanco Infratech Limited for the supply of Air Cooled Heat Exchangers for 1500 TPA Polysilicon Plant at Rajnandgaon, Chhatisgarh which is the first of its kind in the country. This product is a key raw material for making solar panels and electronic chips. Flour Daniel India is the Engineering Consultant for the Project.

- Secured order from Indian Oil Corporation Limited (IOCL) Mathura for the supply of Air Cooled Heat Exchangers for Revamp of Fluid Catalytic Converter Unit (FCCU) and Propylene Recovery Unit (PRU). Tecnip is the Project Management Consultant.

Power Sector:

- Secured orders for Air Cooled Vacuum Steam Condensers (ACSC) totalling 1332 MW during the year.

- Expanded our client base for ACSC - KVK Nagai Power, Simhadri Power, Shree Virangana Steels, Sravanthi Infratech, Tata Projects, Ultratech Cements etc.

- Successfully commissioned ACSC for 150 MW Unit of Shree Mega Power at Beawar (Rajasthan). This is the first ACSC unit of such capacity installed in India.

- Successfully commissioned 12 units of ACSCs at different locations totalling 300 MW.

Future Prospects

Your Company caters to the entire spectrum of industries in the Energy Sector viz. Oil & Gas, Petroleum Refining, Power Generation, Transmission/ Distribution etc. and has emerged as one of the largest Air Cooled Heat Exchanger Company in Asia, providing innovative engineering systems and solutions.

The Company has enhanced its product and service offerings through a technology tie up with Innospin AG of Switzerland and will continue to target specific industrial segments having high growth potential as well as pursue opportunities in key global markets.

Preferential Issue of 5% Cumulative Convertible Preference Shares

At the Extra Ordinary General Meeting of the Company held on 28.02.2011, members approved the issue of 25,54,668, 5% Cumulative Convertible Preference Shares (CCPS) of Rs. 250 each to Aditya Birla Private Equity – Fund I (25,00,000 CCPS) and BanyanTree Growth Capital LLC (54,668 CCPS) on preferential basis. Each CCPS shall be fully, compulsorily and mandatorily convertible at any time within a period of 18 months from the date of allotment of CCPS into One Equity Share of the Company of Rs. 10 each at a premium of Rs. 240 per equity share. The Company allotted the said CCPS on 14.05.2011.

Preferential Issue of Warrants

At the Extra Ordinary General Meeting of the Company held on 28.02.2011, members approved the issue of 5,00,000 Warrants of Rs. 250 each to Mr. C E Fernandes (Promoter). Each Warrant shall be convertible into One Equity Share of Rs. 10 each of the Company at a premium of Rs. 240 per equity share. The Company allotted the said Warrants on 24.05.2011.

Export House Status

The Company continues its "Export House" status as recognised by the Ministry of Commerce & Industry, Government of India.

Fixed Deposits

The Company has not accepted deposits from the public during the year under review. There were no overdue deposits for repayment on the date of this report.

Directors

Mr. Bharat Banka was inducted into the Board of Directors of the Company as an Additional Director on 31.01.2011 and holds office up to the date of the ensuing Annual General Meeting. A notice has been received from a member of the Company proposing his candidature for the office of Director of the Company.

The Board reappointed Mr. C E Fernandes as Chairman & Managing Director, Mr. Bernard John as Joint Managing Director, Mr. Pannalal Mundhra as Whole Time Director, Mrs. Everlyn Fernandes as Whole Time Director and Mr. D. Laxminarayan as Executive Director for a further term of 3 years w.e.f of 01.04.2011

Mr. S C Duggal, Mr. Pannalal Mundhra and Mr. K. Nandakumar retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Ms. Irene Valentine retired from the Board on 30.09.2010 by not seeking reappointment. The Directors placed on record their appreciation of the valuable services rendered by Ms. Irene Valentine during her tenure.

GEI Power Limited (Wholly owned subsidiary Company)

Phase I of the capital expansion (Rs. 21.10 Cr) as well as majority work of Phase II of the capital expansion (Rs. 34.40 Cr) have been completed and are in operation. The balance work is scheduled for completion by October/November, 2011.

After completion of Phase II, the total manufacturing capacity of GEI and GEI Power shall be 3000-3500 MW of Air Cooled Vacuum Steam Condensers or equivalent equipments.

In view of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, the Audited Statements of Accounts, Directors' Report etc. of the wholly owned subsidiary Company - GEI Power Limited, are not annexed to this report. However the same will be made available on request to any member of the Company and can also be inspected at the Registered Offce of the Company as well as the subsidiary. Pursuant to the condition of the general exemption, a statement of the summarised financials of the subsidiary is attached along with the Consolidated Financial Statements. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiary.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' responsibility statement, it is hereby confirmed that :

i) In the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the accounts for the financial year ended on 31st March, 2011 on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-A, forming part of this report.

Particulars of Employees

Information in accordance with Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 regarding particulars of employees is given in Annexure - B forming part of this report.

Corporate Governance

As required under the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges, the Company adheres to the principles of Corporate Governance and continues to focus on adopting the best Corporate Governance practices. A detailed report duly certifed by the Practising Company Secretary forms part of this report.

Secretarial Audit Report

As a measure of good Corporate Governance, Secretarial Audit of the Company was conducted by M/s. V. Sundaram & Co. and their report is attached. The Secretarial Audit Report confirms that the Company has complied with the requirements of Companies Act, 1956, Listing Agreement with the Stock Exchanges and other applicable laws.

Auditors

The members are requested to appoint the Auditors for the period from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

M/s A.K. Khabya & Co., Chartered Accountants, the Statutory Auditors of your Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Health, Safety & Environment

The Company continues to maintain the highest standards of health, safety and environment. It emphasises preventive philosophy in respect of these matters and recognises significance of creating awareness through training & development on a continuous basis. Eliminating possible risks in all the areas of operations is carried out with the aim of total safety.

As a responsible corporate citizen, your Company believes in being environment friendly that manifests in all the areas of its working & operations. Not only its technology helps environment protection but adopts the culture of sustainability in every sphere of its activities.

Industrial Relations

During the year under review, industrial relations continued to remain harmonious. The Company had conducted various training programmes for the development of the workmen and the employees.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the committed services rendered by the Executives, Staff and Workmen of the Company.

For and on behalf of the Board

C E Fernandes Chairman & Managing Director

Place : Bhopal Date : 20.08.2011


Mar 31, 2010

The Directors have pleasure in submitting the Seventeenth Annual Report and Audited Accounts of the Company for the financial year ended 31st March 2010.

Propelled by the buoyancy in key sectors like Power, your Company continued its growth momentum as the leading manufacturer of Air Cooled Heat Exchangers, Air Cooled Vacuum Steam Condensers and associated systems for Oil, Gas and Power Sectors. Performance of the Company for the financial year ended 31st March 2010 is highlighted below:

Financial Highlights

Gross Sales increased by 13 %

- Profit After Tax (PAT) increased by 38 %

Particulars Year ended Year ended 31 March 2010 31 March 2009

Gross Sales & Other Income 27044.53 23909.17

EBIDTA 3532.25 3028.78

Profit after Tax (PAT) 1428.64 1036.71

Balance Carried to Balance Sheet 3273.25 2098.56

Earning Per Share (Rs.) 8.32 7.14

Earning Per Share (Consolidated) (Rs.) 9.20 -



* Figures have been regrouped as per current years classification

Accomplishments

Some of the major accomplishments of your Company during the year is stated below:

Air Cooled Heat Exchanger:

Secured order from Petroleum Development Oman for supply of Process Gas Coolers for Gas Fields.

Secured order from Afcon-Gunanusa JV (a JV between Afcons of India and Gunanusa of Indonesia) for supply of Process Gas & Lube Oil Coolers for ICP-R platform of ONGC, Mumbai.

Air Cooled Vacuum Steam Condenser (ACSC):

Achieved unparalleled success in securing orders for Air Cooled Vacuum Steam Condensers totaling 1520 MW.

2 GEI Industrial Systems Ltd

Added 16 new names to our long list of clients for supplying Air Cooled Steam Condensers. Few of them are Walchandnagar Industries & Thyssen Krupp-Pune, Sarda Energy-Raipur, Shree Renuka Sugar-Mumbai and Ind Barath Pvt. Ltd., Hyderabad.

ACSC of higher Capacity:

Secured ACSC orders for 2 x 150 MW from Ind Barath Pvt. Ltd., 2 x 150 MW from Shree Mega Power and 6 x 60 MW from Jaypee Group, totaling 960 MW.

Secured order from Sarda Energy and Minerals Ltd. for supply of ACSC for 80 MW.

Successfully commissioned ACSC for 80 MW, Gummidipoondi Project for OPG Group.

Future Prospects

Your Company caters to the entire spectrum of industries in Energy Sector, viz. Oil & Gas, Petroleum Refineries, Power Generation, Transmission/ Distribution etc and has emerged as one of the largest Air Cooled Heat Exchanger Company in the World, providing “Innovative engineering systems and solutions”.

Substantial investments are being committed by the Government and Private Entrepreneurs in the energy sector, which will help the Company to achieve accelerated growth.

Export House Status

The Company has been recognized as an “EXPORT HOUSE” for the period of 4 years from 01.04.2010 to 31.03.2014 by the Ministry of Commerce & Industry, Government of India.

Listing of Equity Shares at NSE

Companys equity shares have been listed at the National Stock Exchange of India Ltd (NSE) w.e.f. 13.08.2010. Now onwards, Companys Equity Shares can be traded both on the Bombay Stock Exchange Ltd (BSE) and the National Stock Exchange of India Ltd (NSE).

Fixed Deposits

The Company has not accepted deposits from the public during the year under review. There were no overdue deposits for repayment on the date of this report.

Dividend

The Directors are pleased to recommend a dividend of Rs.1 per equity share i.e 10% (Previous year Rs. 1 per equity share i.e. 10%) on the equity share capital, subject to approval by the members at the ensuing Annual General Meeting of the Company. The dividend, inclusive of dividend tax, will absorb an amount of Rs. 253.96 lakhs (Previous year Rs. 184.55 lakhs).

Subsidiary Company - GEI Power Limited

As required under section 212 of the Companies Act, 1956, the Audited Statements of Accounts along with report of Board of Directors of GEI Power Limited (a wholly owned subsidiary) are annexed to this report.

Auditors

The members are requested to appoint the Auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

M/s A.K. Khabya & Co., Chartered Accountants, the Auditors of your Company, hold office till conclusion of the ensuing Annual General Meeting. The Directors recommend their re-appointment for a further period of one year in view of their eligibility.

Secretarial Audit Report

As a measure of good Corporate Governance, Secretarial Audit of the Company was conducted by M/s. V. Sundaram & Co.

The Secretarial Audit Report confirms that the Company has complied with the requirements of Companies Act, 1956, Listing Agreement with the Stock Exchanges and other applicable laws.

Directors

Mr. Sanjiv Singhal (Non Executive Director, Nominee of BTGC) was inducted into the Board of Directors of the Company.

Dr. Sudarshan Synghal and Mr. D. Laxminarayan retire from the Board of Directors by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Ms. Irene Valentine retires from the Board of Directors by rotation and is not seeking re-appointment.

The Companys application to the Central Government for payment of remuneration to Mr. Bernard John, Mrs. Everlyn Fernandes and Mr. D. Laxminarayan have been approved.

In the case of Mr. C E Fernandes, the Central Governments Order has not quantified the remuneration; hence, the Company is seeking review / quantification / approval of the remuneration as applied for.

Industrial Relations

During the year under review, Industrial relations continued to remain harmonious. The Company had conducted various training programmes for the development of the employees.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors’ responsibility statement, it is hereby confirmed that :

i) In the preparation of the account for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the accounts for the financial year ended on 31st March 2010 on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provision of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and

foreign exchange earnings and outgo is given in Annexure-A, forming part of this report.

Particulars of Employees

Information in accordance with Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 regarding particulars of employees is given in Annexure - B forming part of this report.

Corporate Governance

As required under the Companies Act, 1956 and the Listing Agreement with the Stock Exchange, the Company adheres to the principles of Corporate Governance and continues to focus on adopting the best Corporate Governance practices. A detailed report duly certified by the Practicing Company Secretary forms part of this report.

Acknowledgement

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from the Government Authorities, Financial Institutions, Banks, Customers and other stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the Executives, Staff and Workmen of the Company.

For and on behalf of the Board

Place : Bhopal C E Fernandes Date : 23.08.2010 Chairman & Managing Director

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