gensol engineering ltd share price Directors report


To the Members,

The Directors present the 11th Annual Report of Gensol Engineering Limited ("the Company") along with the Audited Financial Statements for the financial year ended 3 Is March 2023.

FINANCIAL RESULTS

(Amount in Lakhs)

Sr. No Particulars STANDALONE CONSOLIDATED
F.Y. 2022-23 F.Y. 2021-22 F.Y. 2022-23 F. Y. 2021-22
1 Revenue from Operations (Net) 36,569 15,351 39,265 16,041
2 Other Income 745 234 469 198
3 Total Income 37,313 15,585 39,735 16,240
4 Total Expenditure 33,715 14,153 36,273 14,803
5 Profit before tax 3,598 1,432 3,462 1,437
6 Tax expense 934 330 983 325
7 Net Profit for the year 2,664 1,102 2,491 1,109

PERFORMANCE REVIEW

The Companys revenue from operations on Standalone basis for the year under review is Rs. 36,569 Lakhs has compared to Rs. 15,351 Lakhs in the previous year. There is notable increase in revenue of Rs. 21,218 Lakhs during the year under review.

The Companys revenue from operations on Consolidated basis for the year under review is Rs. 39,265 Lakhs has compared to Rs. 16,041 Lakhs in the previous year. There is notable increase in revenue of Rs. 23,224 Lakhs during the year under review.

SHARE CAPITAL

A) AUTHORIZED SHARE CAPITAL

During the financial year 2022-23. Authorized Share Capital increased from ? 12,50,00,000 (Rupees Twelve Crore Fifty Lakh Only) divided into 1,25,00,000 (One Crore Twenty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to ? 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each

The authorized share capital of the company as on March 31, 2023 ? 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each

B) PAID UP SHARE CAPITAL

The company has issued 12,81,993 equity share of the Company through private placement during the financial year 2022-23. The Paid-up share capital of the Company as on March 31, 2023, is ? 12,21,89,160/- (Rupees Twelve Crore Twenty One Lakh Eighty Nine Thousand One Hundred Sixty Only) divided into 1,22,18,916 (One Crore Twenty Two Lakhs Eighteen Thousand Nine Hundred Sixteen) equity shares of Rs 10/- (Rupees Ten Only).

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended 31s1 March 2023.

MEETINGS

A. Board Meetings

The Board of Directors met thirteen times during the financial year 2022-23. The meetings were held on 19.04.2022, 24.05.2022, 15.07.2022, 19.08.2022, 06.09.2022,

14.11.2022, 27.12.2022, 09.01.2023, 18.01.2023, 31.01.2023, 07.03.2023, 22.03.2023 and

29.03.2023. The attendance particulars of each Director at the Board Meetings for the financial year 2022-23 are as under:

Sr. No. Name of Director No. of Board meetings held during the year No. of Board Meetings attended during the year
1 Anmol Singh Jaggi 13 13
2 Jasminder Kaur* 13 13
3 Puneet Singh Jaggi 13 13
4 Kamleshkumar P. Parrnar 13 13
5 Gaurav Kharbanda 13 13
6 Arun Mcnon 13 6

*Mrs. Jasmmder Kaur has resigned as a director of the Company w.e.l. July 11, 2023.

B. Committee Meetings

The Audit Committee met four times during the year 2022-23. The meetings were held on 24.05.2022, 19.08.2022, 14.11.2022,22.03.2023.

The Nomination and Remuneration Committee met Once during the year 2022-23. The meetings were held on 24.05.2022 and 22.03.2023.

The Stakeholders Relationship Committee met Once during the year 2022-23. The meetings were held on 22.03.2023.

The Preferential Committee of the Company met three times during the year 2022-23. Th meeting held on 22.08.2022, 06.09.2022 and 28.09.2022

The Corporate Social Responsibility Committee met twice during the year 2022-23. The meetings were held on 24.05.2022 and 22.03.2023.

Meeting of Independent Director met Once during the year 2022-23. The meetings were held on 22.03.2023.

COMMITTEESS

A. AUDIT COMMITTEE

The Audit Committee is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations, as may be amended from time to lime. The Committee comprises of the following members as on 31st March 2023:-

Sr. No Name of Member Executive/Non- Executive/independent Profile
1 Mr. Gaurav Kharbanda Non-Executive Independent Chairman
2 Mr. Kamleshkumar P. Parmar Non-Executive Independent Member
3 Mr. Anmol Singh Jaggi Executive Member

All the members of the Audit Committee are financially literate.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee

Sr. No Name of Member Executive/Non- Executive/Independent Profile
1 Mr. Kamleshkumar P. Parmar Non-Executive Independent Chairman
2 Mr. Gaurav Kharbanda Non-Executive Independent Member
3 Ms. Jasminder Kaur* Non-Executive Member

*Mrs. Jasminder Kaur has resigned as a director of the Company w.e.f. July 11, 2023.

C. Stakeholders Relations Committee

Sr. No Name of Member Executive/Non- Executive/Independent Profile
1 Ms. Jasminder Kaur* Non-Executive Independent Chairman
2 Mr. Gaurav Kharbanda Non-Executive Independent Member
3 Mr. Kamleshkumar P. Parmar Non-Executive Member

*Mrs. Jasminder Kaur has resigned as a director of the Company w.e.l. July I 1.2023.

D. Corporate Social Responsibility Committee

Sr. No Name of Member Executive/Non- Executive/Independent Profile
1 Mr. Gaurav Kharbanda Non-Executive Independent Chairman
2 Mr. Puneet Singh Jaggi Executive Member
3 Mr. Anmol Singh Jaggi Executive Member

E. Independent Director

Sr. No Name of Member Executive/Non- Executive/Independent Profile
1 Mr. Gaurav Kharbanda Non-Executive Independent Member
Mr. Kamleshkumar E Parmar Non-Executive Independent Member
3 Mr. Arun Menon Non-Executive Independent Member

BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• As per Provisions of Section 152 of the Companies Act, 2013, Mr. Puneet Singh Jaggi is liable to retire by rotation and is eligible to offer himself for re- appointment.

* During the year Appointment of Mr. Aran Menon as Independent Director with effect from 19th April 2022.

• Appointment of Ms. Vibhuli Patel as Additional independent Woman Director with effect from 11th July 2023.

• Board of Directors of the Company as on date arc as follows:

Sr. No Name of Director Designation
1 Anmol Singh Jaggi Managing Director
2 Puneet Singh Jaggi Whole-Time Director
3 Jasniindcr Kaur Non-Executive Director (Resign w.e.f. July 11,2023)
4 Gaurav Kharbanda Non-Executive Independent Director
5 Arun Menon Non-Executivc Independent Director
6 Kamleshkumar P. Pannar Non-Executive Independent Director
7 Vibhuli Patel Non-Executive Woman Independent Director(Appointed w.e.f. July 11,2023)

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract,retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at https://gensol.in/investors/policies-programme

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued there under as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has appointed very renowned Auditor firm of Ahmedabad i.e. M/s Talati & Talati LLP to closely monitor the adequate internal financial controls with reference to the financial statements. During the year, such controls were evaluated and no reportable deficiency in the design or operation of such controls were observed.

AUDITORS

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 7th Annual General Meeting till the conclusion of 12th Annual General Meeting of the Company to be held in the year 2024.

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

Secretarial Auditor

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has appointed CS Jatin Kapadia (CP No 12043) of M/s K Jatin & Co Practicing Company Secretary, Alunedabad as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2022-23

A Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as "Annexure-A" in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation

Internal Auditor

The Board of directors has appointed Ms. Talati & Talati LLP Chartered Accountants. Alunedabad as the internal auditor of the company The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to tune

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors Ms K C Parikh & Associate. Chartered Accountants Alunedabad. in the Auditors report and by Secretarial Auditors CS Jatin Kapadia of M s K. Jatin & Co (COP No 12043), Practicing Company Secretary. Alunedabad in their Secretarial Audit Repoil for the Financial Year ended March 31 2023

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act. 2013 any instances of fraud committed against the Company by its officers or employees, the details of winch would need to be mentioned in the Boards Report

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES

There are three subsidiaries as on March 31 2023 The details of subsidiaries are as under;

1. Gensun Renewables Private Limited

2. Gensol Utilities Private Limited

3. Gensol Electric Vehicles Private Lunited

There is no holding company as on March 31. 2023

The AOC-1 with this Directors Report Annexed as ‘Annexure - B"

STATEMENT OF DEVIATION(S) OR VARIATION(S) OF FUND UTILIZATION UNDER REGULATION 32(1) OF SEBI (LODR) REGULATIONS, 2015

Company has raised a fund oiRs. 132.85 Croredated 28/09/2022 , which was fullyutilized by the Company and the same utilized towards the purpose for which it was raised.

VIGIL MECHANISM:

The Vigil Meehanism/Whislle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during F.Y. 2022-23.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company.

SEBI COMPLAINTS REPRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022-23.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2022-23, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can be sent their query at cs@gensol.in

RISK MANAGEMENT

The Board of Directors has developed and implemented a Risk Management Policy for the company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee additionally overviews the financial risks and controls. The Risk Management Policy is available on the website of the Company at https://gensol.in/investors/policies-programme

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 5, 9, 16, 17 and 22 to the Standalone Financial Statement)

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed herewith as Annexure-C to this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names on the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report

The details under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure D.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to csfa.tqcnsol.in

The details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure E.

CORPORATE GOVERNANCE

The company under review during the year, the company is not fall under the ambit of applicability of Corporate Governance as the company is listed on SME Platfonn of BSE Limited as on March 31, 2023.

SECRETARIAL STANDARDS

The Company complies vvitli all the applicable mandatory Secretarial Standards issued by the institute of Company Secretaries of India.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAD ACT. 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder. Accordingly, Internal Complaints Committee ["ICC"] has been constituted for redressal of any sexual harassment complaint. The following is the summary of the complaints during the financial year 2022-23 :-

A) Number of complaints received during the financial year : Nil

B) Number of complaints disposed of during the financial year : Nil

C) Number of complaints pending as on end of the financial year: Nil

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DEMATERIALISATION OF SHARES:

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Sendees (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE06H201014 and Registrar and Share Transfer Agent is Link Intime India Private Limited

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technologya bsorption and foreign exchange earnings and outgo are under:

CONSERVATION OF ENERGY:

Energy conservation is very important for the company and therefore energy conservation measures arc undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipments with latest technologies.

TECHNOLOGY ABSORPTION:

Your Company firmly believes thd adoption and use of technology is a fundamental business requirement for carrying out business deffeclively an efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale. Innovation and focus of continuously launching a new offering drive differentiation and creating value has become a norm for the Industry, Thus a robust focus on developing new features and technology solutions to capture the consumers imagination and fuel the desire for enhanced experiences continues to be critical for Organizations.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and out flow during the period under review as follows:

(Amount in Lakhs)

Particulars 2022-23 2021-22
Total foreign exchange outgo 632 6034
Total foreign exchange inflow 12 184

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the relevant rules made thereunder, the Company shall spend, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy. In Financial Year 2021- 2022 company has Profit Before Tax is Rs. 1432.00 Lakhs, hence, the Company isli able for spending the amount on account of CSR in the year 2022-2023. The Company in need of spending Rs. 10,86,572.15- during the financial year 202223 and t he same has been spend the details of which mentioned in Annexure F.

STATE OF COMPANYS AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of SEBI Listing Regulations is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

MATERIAL CHANGES & COMMITMENTS

The company migrated from SME board of BSE India Limited to Main board of BSE India Limited and National Stock Exchange of India Limited w.e.f July 3, 2023 and there have been no material changes and commitments affecting the financial position of the company

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2022-23, no order has been passed by any regulatory authorities or Courts impacting the going concern status and Companys operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 ["the Act"], the Directors of the Company, to the best of their knowledge and ability, confirm that:

A. in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards have been followed and there are no material departures;

B. they have 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 of 31st March 2023 and of the profit of the Company for the year ended on that date;

C. they have 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. they have prepared the annual accounts of the Company on a going concern basis;

E. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

F. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the Board of Directors is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2022-23, is available on the Companys website at https://www.gensol.in/investors/notices_annual_report_2022_.23

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks, Government Authorities, Corporate Professionals, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors
Sd/-
Anmol Singh Jaggi
Chairman & Managing Director
DIN:01293305