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GI Engineering Solutions Ltd.

BSE: 533048 Sector: IT
NSE: GISOLUTION ISIN Code: INE065J01016
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OPEN 2.75
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VOLUME 561
52-Week high 3.15
52-Week low 1.95
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 2.75
CLOSE 2.79
VOLUME 561
52-Week high 3.15
52-Week low 1.95
P/E
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 Thirteenth Annual Report together with the Audited Statementof Accounts for the financial year ended March 31 2019.

1. FINANCIAL RESULTS

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

(Rs. In Lakhs)

Standalone
Particulars March 31 2019 March 31 2018
Income 5.28 2.28
Operating Profit/ (Loss) before Depreciation Interest and Taxes (7.88) (8.55)
Profit/(Loss) before tax (7.88) (8.55)
Less: Current Tax - -
Profit (Loss) After Tax (7.88) (8.55)

2. DIVIDEND

Due to loss incurred during the year your directors regret their inability torecommend any dividend for the year ended March 31 2019.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 was Rs. 86118780/- dividedinto 8611878 equity shares of Rs. 10/- each. During the year under review the Companyhas not issued any Shares.

4. OPERATIONS

During the year under review on standalone basis your Company achieved a total incomeof Rs. 5.28 lakhs as compared to Rs. 2.28 lakhs in the previous financial year. TheCompany incurred loss after tax of Rs. 7.88 lakhs for the year compared to the loss aftertax of Rs. 8.55 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 thefinancial statements.

7. SUBSIDIARY COMPANY

The Foreign subsidiary i.e Genesys Enterprises Inc. USA has been dissolved based onthe certificate of dissolution received from New York

State Department of State New York during February 2019. Necessary documents have beenfiled with RBI through the authorized dealer. In accordance with the General Circularissued by the Ministry of Corporate Affairs Government of

India the Balance Sheet Profit and Loss Account and other documents of the subsidiarycompany 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.

As per the provisions of Section 129(3) of the Companies Act 2013 ("Act") astatement containing salient features of the financial statements of the subsidiary andassociate company in Form AOC-1 is annexed as "ANNEXURE - A" andforms an integral part of this Report.

8. EXTRACT OF ANNUAL RETURN

The details forming part of the extract Annual Return in Form MGT-9 is annexed herewithas "ANNEXURE - B" and forms an integral part of this Report.

9. CONSOLIDATED FINANCIAL STATMENTS

In compliance with the Regulation 33 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 Consolidated financial statements of the Company and itssubsidiary has been prepared as per the applicable accounting standards specified inSection 133 of the Companies Act 2013 and issued by Institute of Chartered Accountants ofIndia. 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

As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply to listed entity having paid up equity share capitalnot exceeding rupees ten crore and net worth not exceeding rupees twenty five crore as onthe last day of the previous financial year. Therefore the provisions of CorporateGovernance as specified in regulaons 17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of SEBI (LODR) Regulation 2015 are not applicable to the Company for the financial yearended March 31 2019.

However your Company has complied with the relevant provision of the Companies Act2013 and rules thereunder with regards to formation of committees.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has Whistleblower Policy and Vigil Mechanism to deal with instances offraud and mismanagement if any. The Whistleblower Policy and Vigil Mechanism is uploadedon the website of the Company. (www.giesl.com).

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

Retirement by rotation

Mrs. Saroja Malik Director of the Company retires by rotation at this Annual GeneralMeeting and being eligible offers herself for re-appointment. The Board recommendsher 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 Companiesin which she is a Director and Member/Chairman of Committees of Board are provided in theNotice forming part of the Annual Report.

Appointment/ Re-appointment of Directors

Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya were appointed as IndependentDirectors by shareholders at their Eighth AGM for the term of five years w.e.f. September29 2014 upto September 28 2019. The Company has received declarations from Mr. GanapathyVishwanathan and Mr. Ganesh Acharya of the Company confirming that they meet the criteriaof Independence as prescribed under the section 149 (6) of the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations 2015 and therefore being proposed to bere-appointed as Independent Directors and not liable to retire by rotation for a secondterm of five years from the date of ensuing AGM in terms of section 149 152 and otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 at the ensuing Annual General Meeting of theCompany. Details relating to their appointment are mentioned in the statement annexed tothe Notice under section 102 of the Companies Act 2013. Details relating to theappointment / reappointment are mentioned in the statement annexed to the Notice undersection 102 of the Companies Act 2013.

Appointment of Company Secretary

Mr. Sunil Patel was appointed as the Company Secretary and Compliance officer and wasdesignated as the Key Managerial Personnel of the Company with effect from August 012018.

Appointment of Chief Financial Officer

Mr. Ravi .T. Ramasamy was appointed as the Chief Financial officer and was designatedas the Key Managerial Personnel of the Company with effect from April 24 2019.

14. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act the Board has carried out the annualevaluation of its own performance and each of the directors individually as well as ofthe working of its Committees.

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 five (5) years.

The Company has received written consent and certificate of eligibility from 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 2019.

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 Internal Auditors on aregular 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 to undertakethe Secretarial Audit of the Company for the financial year ended on March 31 2019. TheSecretarial Audit Report forms part of this annual report as "ANNEXURE - C".

16. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is been annexed to this report as "ANNEXURE- D".

There were no employees during the year under review drawing remuneration in excess ofthe limits prescribed and the statement of employees required under Rule 5(2) read withRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

17. CONSERVATION OFENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

A. BOARD MEETINGS

The Meeting of the Board of Directors are scheduled well in advance and generally heldat the Registered office of the Company. The Board meets at least once a quarter to reviewthe quarterly results and other items of the Agenda.

During the financial year ended on March 31 2019 Six Board Meetings were held and thegap between two meetings did not exceed four months. The dates on which the Board Meetingswere held are as follows:

1. May 30 2018

2. August 01 2018

3. August 14 2018

4. November 14 2018

5. February 14 2019

6. March 29 2019

The number of Board Meetings and the attendance of Directors as well as theirattendance at the last AGM held on September 27 2018 are as mentioned below :-

Name of Directors Designation No. of Board Meetings attended out of six Meetings held Atten -dance at last AGM
Mr. Sajid Malik Managing Director 6 Yes
Mrs. Saroja Malik Non- Executive Director 6 Yes
Mr. Ganapathy Vishwanathan Non- Executive Independent Director 6 Yes
Mr. Ganesh Acharya Non- Executive Independent Director 6 Yes

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well qualified and independent Audit Committee asrequired under Section 177 of the Companies Act 2013 as also in fulfillment of therequirements of Regulations 18 of the SEBI (LODR) Regulations 2015. The primary objectiveof the Audit Committee is to monitor and provide effective supervision of the management'sfinancial reporting process with a view to ensure accurate timely and proper disclosureand transparency integrity and quality of financial reporting.

During the year under review four Audit Committee Meetings were held and the time gapbetween any two meetings was not more than four months. The dates on which the AuditCommittee Meetings were held are as follows:

1. May 30 2018

2. August 14 2018

3. November 14 2018

4. February 14 2019

The composition of the Audit Committee and details of meetings attended by the membersthereof in 2018-19 were as follows:

Name of Directors Status No. of Meetings Attended
Mr. Ganapathy Vishwanathan Chairman 4
Mrs. Saroja Malik Member 4
Mr. Ganesh Acharya Member 4

The Chairman of the Audit Committee Mr. Ganapathy Vishwanathan was present at theTwelfth Annual General Meeting of the Company held on September 27 2018.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with theprovisions of Section 178(5) of the Companies Act 2013 and Regulation 20 of the SEBI(LODR) Regulations 2015.

The Stakeholders' Relationship Committee is entrusted with the responsibility ofredressal of all the shareholders'/ investors' grievances related to transfer of sharesnon-receipt of annual reports dematerialization or re-materialization of shares etc. Thecommittee also oversees the performance of the Registrar and Transfer Agent of theCompany.

To redress investor grievances the Company has a dedicated E-mail IDinvestors@giesl.com to which shareholders may send complaints/ grievances.

During the financial year 2018-19 four meetings of the said committee were held on May30 2018; August 14 2018; November 14 2018 and February 14 2019.

The composition of the Stakeholders' Relationship Committee and details of meetingsattended by the members thereof in 2018-19 were as follows:

Name of Directors Status No. of Meetings Attended
Mr. Ganapathy Vishwanathan Chairman 4
Mrs. Saroja Malik Member 4
Mr. Ganesh Acharya Member 4

The Chairman of the Stakeholders' Relationship Committee Mr. Ganapathy Vishwanathanwas present at the Twelfth Annual General Meeting of the Company held on September 272018.

III. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of three members namely Mr.Ganapathy Vishwanathan as the Chairman and Mr. Ganesh Acharya and Mrs. Saroja Malik asmembers of the Committee. The Committee comprises of majority of Independent Directorsincluding its Chairman.

During the year under review one meeting held on August 01 2018.

The Chairman of the Nomination & Remuneration Mr. Ganapathy Vishwanathan waspresent at the Twelfth Annual General Meeting of the Company held on September 27 2018.

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 Policy is also is available on the Company's website at www.giesl.com.

20. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act 2013 read with applicable Rules notapplicable during the year under review.

21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

22. 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.

23. 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.

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

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

25. 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.

26. 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. There are no materially significantrelated party transactions made by the Company during the financial year 2018-19.

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.

27. LOAN FROM DIRECTOR

During the year under review the Company received unsecured loans of Rs. 5.00 lakhsfrom Mr. Sajid Malik Managing Director of the Company. Further he has given declarationin writing to the effect that the amount is not being given out of funds acquired by himby borrowing or accepting loans or deposits from others.

28. 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) In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to their material departures wherever applicable;

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

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts for the financial year ended March31 2019 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

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

29. ACKNOWLEDGEMENT

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

For and on Behalf of the Board of Directors
SAJID MALIK SAROJA MALIK
Place: Mumbai MANAGING DIRECTOR DIRECTOR
Date: May 22 2019 (DIN: 00400366) (DIN: 00400421)

‘ANNEXURE - A' TO THE DIRECTORS' REPORT

Form No. AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries

(Rs. In Lakhs)

Sr. No. Particulars Details
1. Name of the subsidiary Genesys Enterprises Inc. USA
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period Same as Holding Company (April to March)
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries As on 31.03.2019
USD 1$ = Rs. 69.93
4. Share capital 2682.34
5. Reserves & surplus (2680.63)
6. Total assets 1.71
7. Total Liabilities 1.71
8. Investments -
9. Turnover -
10. Profit before taxation -
11. Provision for taxation -
12. Profit after taxation -
13. Proposed Dividend -
14. % of shareholding Nil.*

1. Names of subsidiaries which are yet to commence operations - NIL 2. Names ofsubsidiaries which have been liquidated or sold during the year.

*The Foreign subsidiary i.e Genesys Enterprises Inc. USA has been dissolved based onthe certificate of dissolution received from New York State Department of State New Yorkduring February 2019. Necessary documents have been filed with RBI through the authorizeddealer.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures.

There were no Associates and Joint Ventures as on March 31 2019.

For and on Behalf of the Board of Directors
SAJID MALIK SAROJA MALIK
Place: Mumbai MANAGING DIRECTOR DIRECTOR
Date: May 22 2019 (DIN: 00400366) (DIN: 00400421)

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