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GI Engineering Solutions Ltd.

BSE: 533048 Sector: IT
NSE: GISOLUTION ISIN Code: INE065J01016
BSE 00:00 | 29 Oct GI Engineering Solutions Ltd
NSE 05:30 | 01 Jan GI Engineering Solutions Ltd
OPEN 2.43
PREVIOUS CLOSE 2.43
VOLUME 21
52-Week high 4.43
52-Week low 2.43
P/E 34.71
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.43
CLOSE 2.43
VOLUME 21
52-Week high 4.43
52-Week low 2.43
P/E 34.71
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GI Engineering Solutions Ltd. (GISOLUTION) - Director Report

Company director report

Dear Shareholders

The Directors present the Twelfth Annual Report together with the Audited Statement ofAccounts for the financial year ended March 31 2018.

1. FINANCIAL RESULTS

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

(` In Lakhs)
Standalone
Particulars
March 31 2018 March 31 2017
Income 2.28 2.20
Operating Profit/ (Loss) before Depreciation Interest and Taxes (8.55) (7.88)
Less: Diminution in the value of investment in wholly owned subsidiary - 2682.35
Profit/(Loss) before tax (8.55) (2690.23)
Less: Current Tax - -
Profit (Loss) After Tax (8.55) (2690.23)

2. DIVIDEND

Due to loss incurred during the year your directors regret their inability torecommend any dividend for the year ended March 31 2018.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2018 was ` 86118780/- divided into8611878 equity shares of ` 10/- each. During the year the Company has redeemed 4.5%Redeemable Cumulative Preference Share Capital of ` 70000000/-. During the year underreview the Company has not issued any Shares.

4. OPERATIONS

During the year under review on standalone basis your Company achieved a total incomeof ` 2.28 lakhs as compared to ` 2.20 lakhs in the previous financial year. The Companyincurred loss after tax of ` 8.55 lakhs for the year compared to the loss after tax of `2690.23 lakhs for the previous year.

Management is evaluating various propositions to improve the financial situation and ishopeful of arriving at some conclusion soon.

5. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments are given in the notes to thefinancialstatements.

7. SUBSIDIARY COMPANY

The Wholly Owned Subsidiary Company viz.

Genesys Enterprises Inc. USA filed an application for voluntary dissolution with theSecretary of State of New York. In accordance with the General Circular issued by theMinistry of Corporate Affairs

Government of India the Balance Sheet Profit and Loss Account and other documents ofthe subsidiary company are not being attached with the Balance Sheet of the Company.

The Company shall make available the audited financial statements and relatedinformation of its subsidiaries to those members who wish to have copies of the same andthese documents will also be kept open for inspection by members at the registered officeof the Company during working hours upto the date of the Annual General Meeting.

8. EXTRACT OF ANNUAL RETURN

The details forming part of the extract Annual Return in Form MGT-9 is annexed herewithas

"Annexure A".

9. CONSOLIDATED FINANCIAL STATMENTS

In compliance with the Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Consolidated financial statements of the Company and itssubsidiary has been prepared as per the applicable accounting standards specified in

Section 133 of the Companies Act 2013 and issued by Institute of Chartered Accountantsof India. The audited consolidated financial statements together with Auditors Report formpart of the Annual Report.

10. MANAGEMENT DISCUSSIONANDANALYSIS

Management Discussion and Analysis of the financial conditions future outlook andresults of the operations of the Company for the year under the review as stipulatedunder Regulation 34(2)(e) of SEBI (LODR) Regulations 2015 is given under separate sectionof this Annual Report and forms part of the Directors' Report.

11. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governancerequirements set out by SEBI. In compliance with Regulation 34(3) and Schedule V of SEBI(LODR) Regulations 2015 report on the

Corporate Governance along with a certificate from the Statutory Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Whistle blower mechanism in place to deal with instancesof unethical behavior fraud or mismanagement. The said policy has been explained in theCorporate Governance Report and also displayed on the Company's website under the‘Investors' section at www.giesl.com.

13. DIRECTORS & KEY MANAGERIAL

PERSONNEL

Mrs. Saroja Malik Director of the Company retires by rotation at this Annual and beingeligible 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 inwhich she is a Director and Member/Chairman of Committees of Board are provided in theCorporate Governance Report forming part of the Annual Report.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under subsection(6) of Section 149 of the Companies Act 2013 and under Regulation 25 of SEBI (LODR)Regulations 2015.

The Company is continuing its efforts to appoint

Company Secretary and Chief Financial Officer and hopes to fill up both the vacanciesas soon as possible.

14. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and under regulation 25 of theSEBI (LODR) Regulations 2015 the Board has carried out the annual evaluation of its ownperformance and each of the directors individually as well as of the working of itsCommittees. The manner in which the evaluation has been carried out is explained in detailin the Corporate Governance Report which forms part of this Annual Report.

15. AUDITORS a) STATUTORY AUDITORS

Sachin Phadke & Associates Chartered Accountants Mumbai (Firm Registration No.133898W) Statutory Auditors of the Company hold office in accordance with the provisionsof the Act from the conclusion of the 11th Annual General Meeting until the conclusion of16th Annual General Meeting.

The Ministry of Corporate Affairs has vide notification dated May 7 2018 obliteratedthe requirement of seeking Member's ratification at every AGM on appointment of StatutoryAuditor during their tenure of 5 years.

The Company has received written of eligibility from consent and certificate theStatutory Auditors of the Company under Section 139(1) of the Act and rules framedthereunder.

b) AUDITORS' REPORT

There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors in their Audit Report for the financial year ended March 31

2018.

c) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has in place an Internal Control System commensurate with the size andscale of its operations. The Internal Control System provides reasonable assurance withregard to recording and providing reliable information compliance with applicable lawsrules and regulations. The Audit Committee reviews audit reports submitted by the InternalAuditors on a regular basis.

d) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 M/s. Roy Jacob

& Co. Practicing Company Secretaries (CP No. 8220) have been appointed toundertake the Secretarial Audit of the

Company for the financial year ended on

March 31 2018. The Secretarial Audit Report forms part of this annual report as

"Annexure B".

16. PARTICULARS OF EMPLOYEES

Managing Director does not receive any remuneration from the Company and the Companydoes not have employee drawing remuneration in excess of limits prescribed under section197 read with Rule 5 of The

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hencethe information under this Proviso and Rule is not being provided.

17. CONSERVATIONOFENERGYTECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

18. MEETINGS

During the year five Board Meetings and five

Audit Committee Meetings were duly convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

19. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. 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 SexualHarassment 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'sBusiness. Risk management is a structured approach to manage uncertainty. The Company isadopting a formal approach to identify and evaluate business risks.

22. SIGNIFICANT & MATERIAL ORDERS

PASSED BY REGULATORS/COURTS IF ANY material orders Therearenosignificant passed bythe Regulators/Courts which would impact the going concern status of your Company and itsfuture operations.

23. MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany 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 businessduring the financial year were on an arm's length basis and in compliance with theapplicable provisions of the Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. There are no materiallysignificant related party transactions made by the Company during the financial year

2017-18.

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

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

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your directors hereby confirm that; a) Inthe preparation of the annual accounts for the financial year ended March 31

2018 the applicable accounting standards had been followed along with properexplanation relating to their material departures wherever applicable; b) The directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the

Company at the end of the financial year and of the profit or loss of the Company forthe year under review; c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The directors had prepared the annualaccounts for the financial year ended

March 31 2018 on a going concern basis; e) The Directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; f) The directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

26. ACKNOWLEDGEMENT

Your Company and its Directors wish to place on record their sincere thanks to theMembers of the Company Bankers State Government Local Bodies CustomersSuppliersExecutives at all levels for their continuous cooperation and assistance.

For and on Behalf of the Board of Directors
SAJID MALIK SAROJA MALIK
MANAGING DIRECTOR DIRECTOR
(DIN: 00400366) (DIN: 00400421)
Place: Mumbai
Date: May 30 2018