Gensol Engineering Ltd Directors Report.

To,

The Members,

Gensol Engineering Limited

The Directors have pleasure to in presenting their 8thAnnual Report of the Company together with Audited Accounts for the year ended on 31st March 2020.

Financial Result:

(Amount in Rs.)

Particulars F. Y. 2019-20 F.Y. 2018-19
Standalone Consolidated Standalone Consolidated
Total Income 793,785,884.00 848,975,459.00 791,462,061.00 841,805,031.00
Total Expenditure 762,400,293.00 814,648,963.00 716,631,673.00 750,174,137.00
Profit / (Loss) Before Tax 31,385,591.00 34,326,496.00 74,830,388.00 91,630,894.00
Less: Current Tax/Provision for Tax 9,813,769.00 12,193,999.00 20,293,652.00 25,736,264.00
Profit / (Loss) After Tax 21,571,822.00 22,068,827.00 54,536,736.00 25,736,264.00

Financial Performance andBusiness Operations Review:

During the year, your Company has reviewed the possibilities of carrying out business as per object of the Company;

During the year under review, your Company has incurred profit of Rs.2,15,71,822.00as compared to profit of 5,45,36,736.00 in the previous year.

Dividend:

During the year under review, your directors have not recommended any dividend.

SHARE CAPITAL:

At present, the Company has authorized share capital of the company is Rs. 9,00,00,000/- divided into 90,00,000 equity shares of Rs. 10 each. The paid-up share capital of the company is Rs. 8,20,27,370/- divided into 82,02,737equity shares of Rs. 10 each.

Reserve:

The company has Standalone Reserve and Surplus of rupees 23,44,46,598.00 and Consolidated Reserve and Surplus of rupees 24,96,87,254.00

Change in nature of business:

During the year there has been no event occurred which result into the change in the companys nature of business.

Subsidiary / Holding Company:

There was one subsidiary i.e. Gensun Renewable Private Limited, one associate company i.e. SolarigGensol Utilities Private Limited and no holding company as on March 31, 2020.

Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 (Act) and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

The Company has not made any loans or provided any guarantee within the preview of Section 186 of the Act.

Key Managerial Personnel

As per Section 203 of the Act, the Company is required to appoint Key Managerial Personnel of the Company as following:

1. Mr. Anmol Singh Jaggi Managing Director
2. Mr. Puneet Singh Jaggi Whole-Time Director
3. Rajesh Kantilal Parmar Company Secretary
4. Jabir Mahendi M Aga Chief Financial Officer

Evaluation of Directors, Board and Committees

As per the requirement of the Act, policy for performance evaluation of the Individual Directors, Board and its Committee, which includes criteria for performance evaluation is as following:

Name of Committee Name of the Director Status Nature of Directorship
Audit Committee Gaurav Kharbanda Chairman Independent Director
Harish Kaushik Member Independent Director
Anmol Singh Jaggi Member Managing Director
Stakeholders Relationship Committee Jasminder Kaur Chairman Non-Executive Director
Gaurav Kharbanda Member Independent Director
Harish Kaushik Member Independent Director
Nomination and Remuneration Committee Harish Kaushik Chairman Independent Director
Gaurav Kharbanda Member Independent Director
Jasminder Kaur Member Non-Executive Director
Corporate Social Responsibility Gaurav Kharbanda Chairman Independent Director
Puneet Singh Jaggi Member Whole Time Director
Anmol Singh Jaggi Member Managing Director

Directorate

As per the provisions of Sub-section (6) of Section 152 of the Companies Act, 2013, Mr. Puneet Singh Jaggi, Director of the Company, retires by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

As on date following are the members on the Board.

1. Mr. Anmol Singh Jaggi
2. Mrs. Jasminder Kaur
3. Mr. Puneet Singh Jaggi
4. Mr. Gaurav Kharbanda
5. Mr. Harish Kaushik

Committee:

Name of Committee Name of the Director Designation
Audit Committee Gaurav Kharbanda Chairman
Harish Kaushik Member
Anmol Singh Jaggi Member
Stakeholders Relationship Committee Jasminder Kaur Chairman
Gaurav Kharbanda Member
Harish Kaushik Member
Nomination and Remuneration Committee Harish Kaushik Chairman
Gaurav Kharbanda Member
Jasminder Kaur Member
Corporate Social Responsibility Gaurav Kharbanda Chairman
Puneet Singh Jaggi Member
Anmol Singh Jaggi Member

Other:

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013. The said declarations are received pursuant to reappointment of Independent Directors. At the first meeting of Board held for financial year 20192020, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as Independent Directors and are independent of the Management.

Statutory Auditor:

M/s. K C Parikh & Associate., Chartered Accountants, Ahmedabad (Firm Registration No. 107550W) were appointed as Statutory Auditors of the Company for the period of five (5) consecutive years from the conclusion of 7thAnnual General Meeting till the conclusion of 11thAnnual General Meeting of the Company to be held in the year 2024.

Pursuant to the Companies (Amendment) Act, 2017 read with notification issued by the Ministry of Corporate Affairs on 7thMay, 2018, first proviso to sub-section (1) of Section 139 of the Companies Act, 2013 was amended. Accordingly, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s. M/s. K C Parikh & Associate., Chartered Accountants, Ahmedabad at the forthcoming AGM.

The Auditors Report does not contain any qualification, reservation or adverse remark. Secretarial Auditor:

The Board of Directors of the Company appointed CS Jatin Kapadia (COP No. 12043), Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 20192020 under Section 204 of the Companies Act, 2013.

The Secretarial Audit Report for the financial year 31stMarch,2020, under Companies Act, 2013, read with Rules made thereunder and in accordance with Regulation 24A of the SEBILODR read with Circular no. CIR/CFD/CMD1/27/2019 dated8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure - D1 to this report.

The Annual Secretarial Compliance Report for the financial year ended 31stMarch, 2020, in relation to compliance of all applicable SEBI Regulations/Circulars/Guidelines issued there under, pursuant to requirement of Regulation 24A of the SEBI LODR read with Circular no. CIR/CFD/CMD1/27/2019 dated8th February, 2019 is set out in Annexure - D2 to this report.

The Secretarial Compliance Report has been voluntarily disclosed as a part of Annual Report as good disclosure practice.

The Secretarial Audit Report and/or Annual Secretarial Compliance Report do not contain any qualification, reservation or adverse remark.

Directors Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the Annual Financial Statements for financial year ended March 31, 2020, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2020 and of the loss of the Company for the year ended on that date;

(iii) 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;

(iv) The Directors had prepared the Annual Financial Statements for the financial year ended March 31, 2020 on a ‘going concern basis;

(v) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Material Changes and Commitments if any affecting the financial position of the Company:

There was no material change and commitment affecting the financial position of the Company occurred between the financial year ended on March 31, 2020 and the date of this report.

Meetings of the Board:

During the year, Twenty Board Meetings were held on 06.05.2019, 07.08.2019, 14.09.2019, 10.10.2019, 06.12.2019, and 21.02.2020. The attendance sheet is attached herewith as "Annexure D3."

Related Party Transactions:

The related party transactions were entered into during the financial year as per "Annexure D4." Risk Management:

The Company has a business risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance companys competitive advantage. The business risk framework defines the risk management approach across the Company at various levels including documentation and reporting. The framework has different risk models, which helps in identifying risk trend, exposure and potential impact analysis at a Company level.

Corporate Social Responsibility:

The Company is falling under the purview of Section 135 of the Act and hence disclosures with respect to CSR activities is attached "Annexure D5."

Safety of Women Employee:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Your Company has women employee in the organization the details of Sexual Harassment Committee is mentioned below:

Sr. Name No. Designation
1 Jasminder Kaur Chairman
2 Anmol Singh jaggi Member
3 Shivya Singhal Member
4 Deepak Varandani Member
5 Archit Popat Member
6 Foram Tank Member
7 Payal Saxena Member
8 Ruchika Bhatt Member

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9 pursuant to provisions of Section 92 read with Rule 12 of The Companies (Management and Administration) Rules, 2014 is annexed herewith as "Annexure D6."

Particulars of Employees:

There were no employees in respect of whom information is required to be given pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo presented Below:

(a) Conservation of energy -

(i) the steps taken or impact on conservation of energy : NIL

(ii) the steps taken by the company for utilizing alternate sources of energy: NIL

(iii) the capital investment on energy conservation equipments: NIL

(b) Technology absorption -

(i) the efforts made towards technology absorption: NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii)in case of imported technology (imported during the last three years reckoned from the beginning of the year under reference) -

a) Details of the technology imported: NIL

b) The year of import: NIL

c) Whether the technology has been fully absorbed: NIL

d) if not, areas where absorption has not taken place, and the reasons thereof: NIL

(iv) The expenditure incurred on Research and Development: NIL

(c) Foreign exchange earnings and Outgo -

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: NIL

Significant and Material Orders:

No orders passed by the regulators or Courts or Tribunals impacting the going concern status or operations in futures of the Company during the year under review.

Internal Financial Controls and their adequacy:

The Company has a well-established Internal Control System, commensurate with size, scale and complexity of its operations. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

Acknowledgement:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For Gensol Engineering Private Limited
Puneet Singh Jaggi Anmol Singh Jaggi Kaur
DIN - 02479868 DIN - 01293305
Date: July 31, 2020
Place: Ahmedabad