Your Directors are pleased to present the Tenth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31 2016.
1. FINANCIAL RESULT
Summary of the Standalone performance of the your Company for the year under review is tabulated below:
(Rs. in Lakhs)
|Particulars||March 31 2016||March 31 2015|
|Operating Profit/ (Loss) before Depreciation Interest and Taxes||(10.65)||(9.33)|
|Less: Depreciation/ amortization||-||-|
|Profit/(Loss) before tax||(10.65)||(9.33)|
|Less: Current Tax||-||-|
|Profit (Loss) After Tax||(10.65)||(9.33)|
As a prudent economic measure and in view of the loss for the period under review no dividend has been recommended by the Board of Directors.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2016 was Rs. 86118780/- and 4.5% Redeemable Cumulative Preference Share Capital was Rs. 70000000/- During the year under review the Company has not issued any Shares.
During the year under review the Company earned the total income of Rs. 1.08 lakhs as compared to Rs. 3.66 lakhs in the previous financial year. The Company has incurred a loss of Rs. 10.65 lakhs as compared to the loss of Rs. 9.33 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 some improvement in the current financial year.
Your Company has neither invited not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of loans guarantees and investments are given in the notes to the financial statements.
7. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the financial conditions future outlook and results of the operations of the Company for the year under the review as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations 2015 is given under separate section of this Annual Report and forms part of the Directors' Report.
8. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance requirements set out by SEBI. In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 report on the Corporate Governance along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.
9. EXTRACT OF ANNUAL RETURN
The details forming part of the extract Annual Return in Form MGT-9 is annexed herewith as Annexure A.
10. SUBSIDIARY COMPANY
Your Company has only one subsidiary namely 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 shall make available the audited financial statements and related information of its subsidiaries to those members who wish to have copies of the same and these documents will also be kept open for inspection by members at the registered office of the Company during working hours upto the date of the Annual General Meeting.
11. CONSOLIDATED FINANCIAL STATMENTS
In compliance with the Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Consolidated financial statements of the Company and its subsidiary has been prepared as per the applicable accounting standards specified in Section 133 of the Companies Act 2013 and issued by Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.
12. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Whistle blower mechanism in place to deal with instances of unethical behavior fraud or mismanagement. The said policy has been explained in the Corporate Governance Report and also displayed on the Company's website under the `Investors' section at www.giesl.com/investors. html
In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mrs. Saroja Malik Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment.
Pursuant to Regulation 36(3) of SEBI (LODR) Regulations 2015 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 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 Regulation 25 of SEBI (LODR) Regulations 2015.
14. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and under regulation 25 of the SEBI (LODR) Regulations 2015 the Board has carried out the annual evaluation of its own performance and each of the directors individually as well as of the working of its Committees. The manner in which the evaluation has been carried out is explained in detail in the Corporate Governance Report which forms part of this Annual Report.
a) Statutory Auditors
M/s Dixit Dattatray & Associates Chartered Accountants Mumbai (ICAI Registration No. 102665W) who are the Statutory Auditors of the Company hold office in accordance with the provisions of the Act from the conclusion of the 8th Annual General Meeting until the conclusion of the 11th Annual General Meeting. As per Section 139(2) of the Act and other applicable rules the appointment of Statutory Auditors needs to be ratified by the members at every AGM.
The Company has received a confirmation from M/s Dixit Dattatray & Associates Chartered Accountants that their appointment if ratified at the ensuing AGM will be in accordance with the Section 139 and 141 of the Act and rules made thereunder. Accordingly the members are requested to ratify the appointment of the Statutory Auditors at the 10th AGM.
b) AUDITORS' REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the financial year ended March 31 2016.
c) 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.
d) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 M/s. Roy Jacob & Co. a firm of Practicing Company Secretaries (CP No. 8220) have been appointed to undertake the Secretarial Audit of the Company for the financial year ended on March 31 2016. The Secretarial Audit Report forms part of this annual report 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.
16. 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.
17. 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.
During the year Five 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.
19. 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.
20. SEXUAL HARASSMENT
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.
21. RISK MANAGEMENT
Risks are events situations or circumstances which may negatively impact the Company's Business. Risk management is a structured approach to manage uncertainty. The Company is adopting a formal approach to identify and evaluate business risks. Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has dissolved Risk Management Committee constituted under Clause 49 of the erstwhile Listing Agreement.
22. 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.
23. 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.
24. RELATED PARTY TRANSACTIONS
All related party transactions that were entered in the ordinary course of business during the financial year were on an arm's length basis and in compliance with the applicable provisions of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. 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.
25. 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 2016 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 2016 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.
Your Company and its Directors wish to place on record their sincerest thanks to the Members of the Company Bankers State Government Local Bodies Customers Suppliers Executives at all levels for their continuous cooperation and assistance.
|For and on behalf of the Board of Directors|
|SAJID MALIK||GANAPATHY VISHWANATHAN|
|Date: May 30 2016|