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Directors Report of GI Engineering Solutions Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company take pleasure in presenting the Ninth Annual Report of the Company together with the Audited Accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULT

Summary of the Standalone performance of your Company for the year under review is tabulated below: (Rs. in Lakhs)

Particulars March 31, 2015 March 31, 2014

Income 3.66 9.70

Operating Profit/ (Loss) before (9.33) (7.12) Depreciation, Interest and Taxes

Less: Depreciation/ amortization - (0.87)

Profit/(Loss) before tax (9.33) (7.99)

Less: Current Tax - -

Profit (Loss) After Tax (9.33) (7.99)

2. DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2015 in view of the losses.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 8,61,18,780/- and 4.5% Redeemable Cumulative Preference Share Capital was Rs. 7,00,00,000/- During the year under review, the Company has not issued any Shares.

4. OPERATIONS

During the year under review, the Company earned the total income of Rs. 3.66 lakhs as compared to Rs. 9.70 lakhs in the previous financial year. The Company has incurred a loss of Rs. 9.33 lakhs as compared to the loss of Rs. 7.99 lakhs in the previous financial year. The Board of Directors is taking steps to improve the business operations of the Company, though the prevailing market conditions in the existing line of business are not encouraging. The Board is hopeful of improvement in the current financial year.

a) DEPOSITS

The Company did not invite/accept any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014

b) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments are given in the notes to the financial statements.

5. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given as a separate section in the Annual Report.

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A".

7. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

8. SUBSIDIARY COMPANY

Your Company has a subsidiary, viz. M/s Genesys Enterprises Inc., USA. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any Member of the Company who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary would also be available for inspection by any Member at the Registered Office of the Company during working hours up to the date of the Annual General Meeting.

9. CONSOLIDATED RESULTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS-21) issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. The Policy is posted on website of the Company.

11. DIRECTORS

Mrs. Saroja Malik, Director of the Company, retires by rotation and being eligible offers herself for re- appointment at the ensuing Annual General Meeting.

Brief resume of Mrs. Saroja Malik, nature of her expertise in specific functional area and names of Companies in which she is a Director and Member/ Chairman of Committees of Board, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

12. AUDITORS

a) STATUTORY AUDITOR

The Members of the Company had, at the 8th Annual General Meeting (AGM) held on September 29, 2014 approved the appointment of M/s Dixit Dattatray & Associates, Chartered Accountants, Mumbai (ICAI Registration No. 102665W) as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of 11th AGM held thereafter, subject to ratification of the appointment by the Members at every AGM held after the aforesaid AGM.

Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 states that appointment of Auditor shall be subject to ratification by the Members at every AGM till the expiry of the term of the Auditor.

In view of the above, the existing appointment of M/s Dixit Dattatray & Associates, Chartered Accountants covering the period from the conclusion of this ensuing AGM until the conclusion of next AGM to be held in the FY 2016-17, is being placed for Members' ratification.

As required under section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification.

INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has in place an Internal Control System commensurate with the size and scale of its operations. The Internal Control System provides reasonable assurance with regard to recording and providing reliable information, compliance with applicable laws, rules and regulations.

The Audit Committee reviews audit reports submitted by the Internal Auditors on a regular basis.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s Roy Jacob & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

The Company is in process of shortlisting suitable candidate for the position of Chief Financial Officer and Company Secretary. The company will fill these vacancies as soon as possible.

13. PARTICULARS OF EMPLOYEES

Managing Director does not receive any remuneration from the Company and the Company does not have employee drawing remuneration in excess of limits

prescribed under section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the information under this Proviso and Rule is not being provided.

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

The company continues to endeavor to reduce energy consumption. The company has not carried out any research and development activity or has imported any technology for its operations. There were no foreign exchange earning or outgo during the year under review. Therefore, details of the same are not annexed to this report.

15. MEETINGS

During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The Board Evaluation has been explained in the Corporate Governance Report.

17. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report.

18. SEXUAL HARRASMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. RISK MANAGEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has in place a Risk Management Plan.

The Company has a Business Risk management framework to identify and evaluate business risks.

In accordance with the provision of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its future operations.

21. MATERIAL CHANGES & COMMITMENTS

There are no material changes and Commitments affecting the financial position of the Company occurred between the date of Financial Statements and Boards Report.

22. INDEPENDENT DIRECTORS MEETING

During the year under review, the independent Directors of the Company met on February 15, 2015, interalia, to discuss:

i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole

ii. Evaluation of performance of the Chairman of the Board, taking into views of all Directors

iii. Evaluation of the quality, content and timeliness of flow of information to the Board that is necessary for the Board to effectively and reasonably perform its duties

23. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The disclosure on Related Party Transactions is made in the Financial Statement of the Company.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013, with respect to Directors' Responsibility Statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts for the financial year ended March 31, 2015 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

25. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Investors, Clients, Banks, Regulatory authorities including Stock Exchanges and Government authorities for their invaluable support, trust and co-operation extended to the Company. Your directors look forward for their continued support in future.

For and on behalf of the Board of Directors

SAJID MALIK GANAPATHY VISHWANATHAN

Managing Director Director

Place: Mumbai Date: May 30, 2015


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Eighth Annual Report of the Company together with the Audited Accounts for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS

Summary of the Standalone performance of your Company for the year under review are tabulated below:

(Rs. in Lakhs)

Particulars March 31, 2014 March 31, 2013

Income 9.70 51.16

Operating Profit/ (Loss) before Depreciation, Interest and Taxes (7.12) (99.63)

Less: Depreciation/ amortization 0.87 0.88

Profit/(Loss) before tax (7.99) (100.51)

Less: Current Tax - 6.25

Profit (Loss) After Tax (7.99) (106.76)

DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2014.

BUSINESS REVIEW

During the year under review, your Company achieved income of Rs. 9.70 lakhs as compared to Rs. 51.16 lakhs in the previous financial year. The Company has incurred a loss of Rs.. 7.99 lakhs as compared to the loss of Rs. 106.76 lakhs in the previous year. Management is taking the appropriate steps to mend the financial situation and hopeful of improvement in the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given as a separate section in the Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as per requirements of Clause 49 of the Listing Agreement with the stock exchanges forms part of the Annual Report.

The requisite certificate from the Auditors, M/s. Dixit Dattatray & Associates, Chartered Accountants as per requirements of Clause 49 of the Listing Agreement is annexed to this Report.

SUBSIDIARY COMPANY

Your Company has one subsidiary, viz. M/s Genesys Enterprises Inc., USA. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any Member of the Company who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary would also be available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting.

CONSOLIDATED RESULTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditors Report form part of this Annual Report.

FIXED DEPOSITS

The Company did not invite/accept any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

DIRECTORS

Mrs. Saroja Malik, Director of the Company, retires by rotation and being eligible offers herself for re- appointment at the ensuing Annual General Meeting.

Brief resume of Mrs. Saroja Malik, nature of her expertise in specific functional area and names of Companies in which she is a Director and Member/Chairman of Committees of Board, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report.

The Independent Directors of the Company viz. Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya are being proposed to be appointed as Independent Directors of the Company in terms of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company. Details relating to their appointment are mentioned in the statement annexed to the Notice under Section 102 of the Companies Act, 2013. The Brief profile of the Directors proposed to be re- appointed has been included in the Report on Corporate Governance forming part of the Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 & under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS AND THEIR OBSERVATIONS

M/s Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting. They have confirmed their eligibility under section 139 of the Companies Act, 2013 and willingness for reappointment as statutory auditors of the Company.

The Board of Directors recommends the re-appointment of M/s Dixit Dattatray & Associates as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of Eleventh Annual General Meeting.

The Company has obtained a written consent from M/s Dixit Dattatray & Associates, Chartered Accountant that their appointment, if made, would be in accordance with Section 139 (1) & 141 of the Companies Act, 2013 and the rules made there under, as may be applicable.

The observations of the auditors are suitably explained in the Notes on Accounts.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended vide Companies (Particulars of Employees) Amendment Rules, 2011, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year under review.

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

Information required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure on Particulars in the Report on the Board of Directors) Rules, 1988 is given in Annexure ''A'' and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors'' Responsibility Statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

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

c) The Directors had 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;

d) The Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks to the Investors, Clients, Banks, Regulatory authorities including Stock Exchanges and Government authorities for their invaluable support and co-operation extended to the Company. Your directors look forward for their continued support in future.

For and on behalf of the Board of Directors

SAJID MALIK GANAPATHY VISHWANATHAN Managing Director Director

Place: Mumbai Date: May 29, 2014


Mar 31, 2013

Dear Shareholders,

The Directors of your Company present herewith Seventh Annual Report of the Company together with the Audited Accounts for the Financial Year ended March 31, 2013.

FINANCIAL RESULTS

The working of your Company for the year under review resulted in:

(Rs.in Lakhs) Particulars March 31, 2013 March 31, 2012

Total Income 51.16 99.95

Operating Profit/ (Loss) before Depreciation, Interest and Taxes (99.63) (6.68)

Less: Depreciation and amortization 0.88 21.11

Profit/(Loss) before tax (100.51) (27.79)

Less: Current Tax 6.25 9.75

Profit (Loss) After Tax (106.76) (37.54)

DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2013 in view of the losses.

BUSINESS REVIEW

Your Company achieved total revenue of Rs. 51.16 lakhs during the financial year under review against Rs. 99.95 lakhs in the previous financial year. The Company incurred a loss of Rs. 106.76 lakhs as compared to the loss of Rs. 37.54 lakhs in the previous year. Though the Management has been trying to get additional business for the Company, the prevailing market conditions in the existing line of business were not encouraging. The Management is hopeful of improvement in the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given as a separate section in the Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

SUBSIDIARY COMPANY

Your Company has one subsidiary, viz. M/s Genesys Enterprises Inc., USA. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any Member of the Company who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary would also be available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting.

CONSOLIDATED RESULTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

FIXED DEPOSITS

The Company did not invite/accept any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

DIRECTORS

In terms of Article 117 of the Articles of Association, Mr. Ganesh Acharya, Non Executive Independent Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Brief resume of Mr. Ganesh Acharya, nature of his expertise in specific functional area and names of Companies in which he is Director and Member/Chairman of Committees of Board, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report.

AUDITORS AND THEIR OBSERVATIONS

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company would retire at the ensuing Annual General Meeting. They have confirmed their eligibility under section 224 of the Companies Act, 1956 and willingness for reappointment as statutory auditors of the Company.

The Board of Directors recommends the re-appointment of M/s. Dixit Dattatray & Associates as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting. The observations of the auditors are suitably explained in the notes on accounts.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

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

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure on Particulars in the Report on the Board of Directors) Rules, 1988 is given in Annexure ‘A'' and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the

Companies Act 1956, with respect to directors'' responsibility statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

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

c) The Directors had 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;

d) The Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers and members of the company for their continued support. Your Directors once again take this opportunity to thank the Employees, Investors, Clients, Banks, Regulatory authorities including Stock Exchanges and Government authorities for their support and co-operation extended to the Company. Your Directors look forward for their continued support in future.

For and on behalf of the Board of Directors

SAJID MALIK GANAPTHY VISHWANATHAN

Managing Director Director

Place: Mumbai

Dated: May 25, 2013


Mar 31, 2012

TO THE MEMBERS OF GI ENGINEERING SOLUTION LTD.

The Directors have pleasure in presenting herewith the Sixth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

Summary of Standalone Financial Results for the year ended March 31, 2012 is as under:

(Rs.in Lakhs)

Particulars March 31, 2012 March 31, 2011

Income 99.95 176.63

Operating Profit/ (Loss) before Depreciation, Amortization, Interest and Taxes (6.68) (128.73)

Less: Depreciation and amortization 21.11 21.30

Profit/(Loss) before tax (27.79) (150.03)

Less: Current Tax 9.75 13.82

Profit (Loss) After Tax (37.54) (163.85)

DIVIDEND

Your Directors do not recommend the payment of dividend for the year ended March 31, 2012.

BUSINESS REVIEW

Your Company has recorded total revenue of Rs. 99.95 lakhs during the year against Rs. 176.63 lakhs in the previous year. The Company incurred a loss of Rs. 37.54 lakhs as compared to loss of Rs. 163.85 lakhs in the previous year. Management is taking various measures to improve the financial performance of the Company by targeting additional business and controlling the costs, wherever possible.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is presented in a separate section forming a part of this Annual Report.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices and the Company adheres to all major stipulations in this regard. A detailed report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited and National Stock Exchange of India Limited is annexed and forms a part of this Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is annexed to this Report.

SUBSIDIARY COMPANY

Your Company has one subsidiary, viz. M/s Genesys Enterprises Inc., USA. In view of general exemption granted by MCA under Sec. 212 of the Companies Act, 1956, vide General Circular No. 2/2011 dated 8th February, 2011 from the requirement of attaching Balance Sheet, Profit & Loss Account, etc. of its subsidiaries to its accounts, your Company has decided to avail the said exemption. The consolidated financial statement is forming part of this Annual Report. Your Company undertakes that Annual Accounts of the subsidiary company and related information will be made available to the Members on request. Further the annual accounts of subsidiary company will be kept at registered office of the Company for inspection by any Member during the working hours upto the date of Annual General Meeting.

CONSOLIDATED RESULTS

The audited Standalone and consolidated Financial Statements of the Company are attached herewith and form part of this Annual Report. These have been prepared in accordance with applicable provisions of the Companies Act, 1956, the Listing Agreement, and the Accounting Standards issued by The Institute of Chartered Accountants of India.

CHANGES IN SHARE CAPITAL

During the year under review your Company has alloted 70,00,000 Redeemable Cumulative Preference Shares of face value of Rs. 10/- each on private placement basis to M/s Genesys International Corporation Limited. Consequent to the same, the paid up share capital of the Company has been increased from Rs. 8,61,18,780/- consisting of 86,11,878 Equity Shares of Rs.10/- each to Rs. 15,61,18,780/- consisting of 86,11,878 Equity Shares of Rs.10/- each and 70,00,000 Redeemable Cumulative Preference Shares of Rs. 10/- each.

FIXED DEPOSITS

During the year under review the Company has not accepted any deposit with in the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

DIRECTORS

During the year under review there was no change in the constitution of the Board of Directors of the Company. In terms of Article 117 of the Articles of Association, Mrs. Saroja Malik, Non-Executive Director, retire by rotation at ensuing Annual General Meeting and being eligible, she has offered herself for re-appointment.

Mr. Sajid Malik has been re-appointed as Managing Director with effect from November 30, 2012 for a period of five years.

Brief resume of Mrs. Saroja Malik, Mr. Sajid Malik, nature of their expertise in functional areas and names of Companies wherein they are Director and Member/Chairperson of Committees of Board, as stipulated by Clause 49 of the Listing Agreement have been provided in the Corporate Governance Report forming part of the Annual Report.

AUDITORS

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No.102665W will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommend their re-appointment as Auditors of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration for whole/ part of the year exceeding the limit prescribed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, and hence the particulars have not been given.

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

Particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are disclosed in Annexure- A.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

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

c) The Directors had 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;

d) The Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude and appreciation for the assistance and co-operation received from Bankers, Government Authorities, clients, investors and shareholders during the period under review.

For and on behalf of the Board of Directors

SAJID MALIK GANAPATHY VISHWANATHAN

Managing Director Director

Place: Mumbai

Dated: August 10, 2012


Mar 31, 2010

The Directors have great pleasure in presenting Fourth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2010.

Financial Highlights

Summary of the Companys Standalone Financial performance for the year ended March 31, 2010 are tabulated below:

(Rs. in Lacs)

Particulars Year ended Year ended

March 31, 2010 March 31, 2009

Revenue from Operations 151.72 186.13

Operating Profits / (Loss) before Depreciation, Amortization and tax (30.05) 90.90

Less: Depreciation and amortization 21.35 21.33

Profit / (Loss) before tax (51.40) 69.57

Less: Current Tax 6.15 3.94

Less: Fringe Benefit Tax -- 0.27

Profit / (Loss) After Tax (57.55) 65.36

Dividend

Your Directors do not recommend any dividend for the year ended March 31, 2010.

Business Review

During the year under review, turnover of the Company was Rs. 151.72 lakhs as compared to Rs. 186.13 lakhs in the previous year. The Company has incurred a loss of Rs. 57.55 lakhs on account of provisioning against old sundry debtors. Your Company is however, confident to handle this situation with ease in the current financial year.

Management Discussion and Analysis

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Management Discussion and Analysis forms an annexure to this Report.

Share Capital

During the year under review, your Company had increased its Authorised capital from Rs. 8,00,00,000/- (80,00,000 Equity Shares of Rs.10/- each) to Rs. 8500,00,00,000/- (850,00,00,000 Equity Shares of Rs.10/- each ). However, paid up Equity Share Capital of your Company as on March 31, 2010 comprises of 86,11,878 Equity Shares of Rs.10/- each aggregating to Rs. 8,61,18,780/-.

Preferential Issue of Equity Shares

During the year under review, the Company has allotted 11,00,000 equity shares of Rs.10/- each at a price of Rs.18/- (including premium of Rs.8/- per equity share) to M/s. Fortune Private Equity LLC, Abu Dhabi, UAE on preferential basis in accordance with the resolution passed by the shareholders of the Company in the Extra Ordinary General Meeting held on December 30, 2009. The Funds raised through issue of the share capital are being utilized for general corporate purposes. Company has obtained Listing and Trading approvals from National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

Subsidiary Company

As required under Section 212 of Companies Act, 1956, the audited statements of accounts, along with the report of Board of Directors, relating to Companys subsidiary, viz. M/s Genesys Enterprises Inc., USA and respective Auditors Reports thereon for the year ended March 31, 2010, are annexed to this report.

Consolidated Financial Statements

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with

the applicable accounting standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

Directors

Mr. Ganesh Acharya, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Brief resume of Mr. Ganesh Acharya is provided in the report on Corporate Governance, which forms an integral part of this Annual Report.

Auditors

M/s. Dixit Dattatray & Associates, Chartered Accountants, the Statutory Auditors of the Company, bearing ICAI Registration No.102665W will retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Dixit Dattatray & Associates, have confirmed that their re-appointment, if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors.

Deposits

Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principle or interest was outstanding on the date of the Balance Sheet.

Particulars of Employees

Statement pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year 2009-10.

Particulars of Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the prescribed format as an annexure to this report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance along with Auditors Certificate of its compliance forms part of the Annual Report.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to directors responsibility statement, your directors hereby confirm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The directors had 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;

d) The directors had prepared the annual accounts for the financial year ended March 31, 2010 on a going concern basis.

Acknowledgement

Your Directors once again take this opportunity to thank the Employees, Investors, Clients, Vendors, Banks, Regulatory authorities including Stock Exchanges and Government authorities for the business support, valuable assistance and co-operation continuously extended to the Company. Your directors gratefully acknowledge their trust and confidence and look forward for their continued support in future.

For and on behalf of the Board of Directors of

GI ENGINEERING SOLUTIONS LIMITED

SAJID MALIK SAROJA MALIK

Managing Director Director

Place: Mumbai Date: July 31, 2010

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