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GI Engineering Solutions Ltd. is not traded on NSE in the last 5 days
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GI Engineering Solutions Ltd. is not traded on BSE in the last 5 days

DIRECTORS' REPORT

Dear Shareholders,

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.

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 there under, 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 short listing 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

Managing Director

GANAPATHY VISHWANATHAN

Director

Place: Mumbai

Date: May 30, 2015

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