Fourth Generation Information Systems Ltd Directors Report

To the Members,

The Directors have pleasure in presenting before you the 25th Directors Report of the Company together with the Audited Statements of Accounts for the year ended March31,2023.The Companys performance is summarized below:

1. Financial Summary/Highlights, Operations, State of Affairs: The performance during the period ended March 31,2023

Year Ended (Amount in Lakhs

Particulars	31-03-2023	31-03-2022
Revenue from Operations	0.00	0.00
Other Income	0.00	0.00
Total Revenue	0.00	0.00
Expenses
Purchase of Stock-in-trade	0.00	0.00
Employee benefits expense	1.20	1.60
Depreciation and Amortisation expense	5.06	0.00
Other Expense	9.38	5.90
Total Expenses	15.64	7.50
Profit/(Loss) before tax	(15.64)	(7.50)
Tax Expense:
Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Profit/ (Loss) for the period	(15.64)	(7.50)

2. Review of operations:

The net loss for the financial year ending 31st March 2023 is Rs. 15.64 Lakhs as compared to the loss of Rs.7.50 Lakhs in the previous financial yearending 31st March 2022.

3. Dividend:

Keeping the Companys revival plans in mind, your Directors have decided not to recommend dividend for the financial year 2022-2023.

4. Transfer to reserves:

Since there is no surplus in Profit and Loss account, there is no transfer to general reserve or any other reserve.

5. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

6. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts orTribunals, which impacts the going concern status and companys operations in future.

7. Transferof Amounts to Investor Education and Protection:

During the year under review, the company does not have any amount of unclaimed and unpaid dividend which is required to be transferred to the I EPF.

8. Transfer of Unclaimed Shares to Investor Education and Protection:

During the year under review, the company does not have any unclaimed shares that are required to be transferred to the Demat Account of the IEPF Authority.

9. Change in the nature of business, if any:

During the year under review, there has been no change in the nature of business of the Company.

10. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

11. Numberof meetings of the board:

During the year, Five (5) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The Meetings were held on 30th May, 2022, 13th August 2022, 01st September 2022, 14th November 2022 and 14th February 2023. The maximum interval between any two meetings did not exceed 120 days.

Audit Committee

There were 5 (Five) meetings held on 30th May 2022,13th August 2022, 01st September 2022, 14th November 2022 and 14th February 2023 during the Financial Year 2022-2023

Following are the names of the members and the Chairperson of the Committee as on 31st March, 2023. The committee was reconstituted w.e.f 14th February 2023

Name	Category
Santosh Reddy Sripathi	Chairperson
Venkateswar Rao Nellutla	Member
Archana Racha	Member

Necessary quorum was present in all meetings. Ms Archana Racha, Past Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for Audit Committee under Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.

All the recommendations made by the Audit Committee of the Company have been considered and accepted by the Board of Directors of the Company.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under section 178 of the Companies Act, 2013 read with the Regulation 19 of the SEBI Listing Regulations.

Two meetings of the Nomination and Remuneration Committee were held during the yearon 01st September 2022 and 14th February 2023.

Following are the names of the members and the Chairman of the Committee as on 31st March, 2023.The committee was reconstituted w.e.f 14th February

2023.

Name	Category
Archana Racha	Chairperson
Venkateswar Rao Nellutla	Member
Santosh Reddy Sripathi	Member

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website atwww.fgisindia.com.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors meets the Criteria laid down under Section 178 of the Companies Act, 2013, read with the Regulation 20 of the SEBI Listing Regulations.

There were 2 (Four) meetings held on 13th August 2022 and 14th February 2023 during the Financial Year2022-2023.

The Committee focuses on shareholders grievances and strengthening of investor relations. The committee looks after the services of the Registrars and Share Transfer Agents and recommends measures for providing efficient services to investors. The Committee specifically looks into investor complaints like transfer/transmission/transposition of shares and other related issues. There were no complaints pending for redressal as at 31st March, 2023.

Following are the names of the members and the Chairperson of the Committee as on 31st March, 2023. The committee was reconstituted w.e.f 14th February 2023

Name	Category
Venkateswar Rao Nellutla	Chairman
Archana Racha	Member
Santosh Reddy Sripathi	Member

Meeting of Independent Director

The Independent Directors of the company have met separately on 14th February 2023 inter-alia, reviewed the performance of the Chairman, Non Executive Directors, Independent Directors, Non Independent Directors. The Independent Directors in the said meeting also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board to effectively and reasonably perform its duties.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 read with Regulation 25 of the Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

In terms of Regulations 25 of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

12. Directors and key managerial personnel:

Following are the Directors and Key Managerial personnel of the Company as on 31 st March 2023:

Name of the Directors/Key Managerial personnel	Category
Somasekharareddy Nallappa Reddy Chittor	Chairperson and Managing Director
Srivenkata Ramana Tammisetti	Director
Venkateswar Rao Nellutla	Independent Director
Archana Racha	Women Independent Director
Santosh Reddy Sripathi	Independent Director
Venkateswara Prasad Ratakonda	Chief Financial Officer
Harshvardhan Barve	Company Secretary

None of the Directors are disqualified from being appointed or holding office as Directors, as stipulated underSection 164ofthe Companies Act, 2013.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. C. N. Somasekhar Reddy (DIN: 02441810) is liable to retire by rotation at the ensuing 25th Annual General Meeting and being eligible, offers himself for reappointment to the office of Director.

In the board meeting held on 14th February 2023, Mr. Santosh Reddy Sripathi as per the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director (Independent Director category) for a period of 5 years with effect from 14th February, 2023 up to 13th February 2028 who shall hold office up to the date of ensuing Annual General Meeting or last date on which the Annual General Meeting should have been held, whichever is earlier.

Mr. Somasekharareddy Nallapa Reddy Chittor (DIN: 02441810), was reappointed as Managing Directorofthe Company fora period of Syearswith effect from 1st April, 2023 to 31st March, 2028 in the Annual General Meeting held on 29th September 2022.

Mr Srivenkata Ramana Tammisetti PAN: ABQPT2762F has tendered his resignation from the post of Chief Financial officer of the company w.e.f the close of business hours on 01st September 2022. The board took note of the same in the board meeting held on 01st September 2022 and placed their sincere appreciation for the services rendered by him during his tenure as Chief Financial officer of the company.

Ms. Kavya Girish Chandwani PAN: AUYPM9722H has tendered her resignation from the post of Company Secretary of the company w.e.f the close of business hours on 05th October 2022. The board took note of the same in the board meeting held on 14th November 2022 and placed their sincere appreciation for the services rendered by her during her tenure as Company Secretary of the company.

In the board meeting held on 14th February 2023, Mr Venkateswara Prasad Ratakonda, was appointed as Chief Financial Officer of the Company (CFO) w.e.f 14th February 2023.

In the board meeting held on 03rd April 2023, Mr. Harshvardhan Barve, Membership Number: A67961, as per the recommendation of the Nomination and Remuneration Committee, was appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from the 03rd April, 2023.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed/ reappointed are provided as an annexure to the notice convening the AGM.

13. Opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise, and experience (including proficiency ) of the Independent Directors is satisfactory.

14. Board evaluation:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter- alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2022-23 in accordance with the framework.

15. Corporate governance:

As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the compliances with corporate governance provisions as specified in Regulations 17 to 27 are applicable to the Company only if its paid up Capital exceeds Rs. 10 Crores and if Net worth is above Rs. 25 Crores.

The following are the Paid up Capital and Networth details as on 31st March 2022 and 31st March 2023 of the Company

s. No. Particulars	Amount as on 31.03.2022 (In Lakhs)	Amount as on 31.03.2023 (In Lakhs)
1 Paid up Capital	355.00	355.00
2 Net worth	(24.63)	(40.27)

Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR) Regulations are not applicable to the Company.

In light of the above, Corporate Governance Report is not applicable to the Company during the period under review.

16. Management discussion and analysis report:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report.

17. Web Link of Annual Return, if any

Annual Return is hosted on website of the company.

18. Share Capital

During the year under review, there were no changes in the share capital of the Company.

The Share Capital of the Company as on March 31,2023 was as follows:

The authorized capital of the company stands at Rs. 12,95,00,000/- divided into 1,29,50,000 equity shares of Rs. 10/-each.

The Issued, Subscribed and Paid Up Capital of the company at Rs. 3,55,00,000/- divided into 35,50,000 equity shares of Rs.10/- each.

19. Information about the financial performance / financial position of the subsidiaries / associates:

The company does not have any subsidiaries/Associate companies as on 31st March 2023.

20. Directors responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company forthat period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Internal auditors:

M/s Ganta & Co, Chartered Accountants (FRN: 018068S) was appointed as the Internal Auditor of the Company w.e.f 14th February 2023.

22. Statutory audit and auditors report:

The Shareholders in their meeting held on September 28, 2021 (23rd AGM) appointed M/s. NSVR & Associates., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company, to hold office till the conclusion of 26th Annual General Meeting.

The Auditors Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for standalone audited financial results of the Company forthe Financial Yearended March 31,2023 from the statutory auditors of the Company.

23. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Ms. Neha Pamnani, Company Secretary in Wholetime Practice, as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2023.

The Secretarial Audit was carried out by Ms. Neha Pamnani, Company Secretary in Wholetime Practice, for the financial year ended March 31, 2023. The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the below:

The Internal Audit has been done by the internal team of the Company due to the size and operations of the Company with no revenue during the period 01st April 2022 to 13th February 2023. However, the company has appointed M/s Ganta & Co, Chartered Accountants (FRN: 018068S) as the Internal Auditor of the Company w.e.f 14th February 2023.

Management Reply:

The company in the board meeting held on 14th February 2023 has appointed M/s Ganta & Co, Chartered Accountants (FRN: 018068S) as the Internal Auditor of the Company.

24. Secretarial standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. No Frauds reported by statutory auditors

During the Financial Year 2022-2023, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the CompaniesAct, 2013.

26. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL

27. Corporate social Responsibility Policy:

The Company was not required to constitute Corporate Social Responsibility (CSR) Committee as the company has not met any of the thresholds mentioned in section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about the policy on Corporate Social Responsibility and initiative taken are not applicable to the company.

28. Particulars of loans, guarantees or investments:

The company has not given loans, Guarantees or made any investments during the year under review.

29. Listing Of Equity Shares

Your company shares are listed with the Bombay Stock Exchange of India Limited.

30. Cost records and cost audit:

The company is not required to maintain cost records as specified by the central government under sub section (1) of section 148 of the CompaniesAct, 2013.

31. Disclosure of internal financial controls:

The Company has in place adequate internal control systems, which commensurate with its size, nature of business and complexity of its operations and are designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguard for assets, internal control over financial reporting, and compliance with applicable laws and regulations. Internal audit function evaluates the adequacy of and compliance with policies, plans, regulatory and statutory requirements.

The Internal Auditors directly report to the Boards Audit Committee, thus ensuring the independence of the process. It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken.

32. Risk management policy:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

33. Particulars of Employees & Employee relations:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

34. Industry based disclosures as mandated by the respective laws governing the company:

The Secretarial audit report for the financial year 2022-23 has briefed on compliance of industry-based disclosures and concerned laws governing the company.

35. Vigil mechanism:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

36. Insider Trading Regulations

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Companys website viz.www.fgisindia.com.

37. Declaration of Compliance of Code of Conduct:

The Company has adopted a Code of Business Conduct and Ethics (the Code) which applies to all the employees and Directors of the Company. Under the Code, it is the responsibility of all the employees and directors to familiarize themselves with the code and comply with its standards and that the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year 2022-2023. A Declaration in this regard is herewith attached with this annual report

38. Prevention of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on thewebsiteatwww.fgisindia.com.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual harassment.

During the year under review, there were no Complaints pertaining to sexual harassment.

39. Particulars of contracts or arrangement with related parties:

The company does not have any transactions with related parties as falls under the scope of Section 188(1) of the Act read with relevant rules.

40. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme referred to in this Report.

41. The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

NotApplicable

42. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

NotApplicable

43. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

By order of the Board of Directors For Fourth Generation Information Systems Limited

Date: 30th August 2023	Sd/- C. N. Somasekhara Reddy Managing Director
Place: Hyderabad	DIN:02441810