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 ÂA'' 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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