Dear Shareholders,
The Directors present the 17 th Annual Report together with the Audited Statement of
Accounts for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS AND OPERATIONS
The financial performance of your Company for the year ended March 31,2023 is tabulated
below:
(Rs. In Lakhs)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Revenue from Operations |
84,038.47 |
11.20 |
| Other Income |
247.44 |
0.02 |
| Total Income |
84,285.91 |
11.22 |
| Cost of material consumed |
- |
- |
| Purchase of Stock in trade |
83,911.41 |
- |
| Employee Benefit Expense |
12.36 |
3.75 |
| Changes in Inventories |
- |
- |
| Financial Costs |
- |
0.01 |
| Depreciation |
0.25 |
- |
| Other Expenses |
31.29 |
9.63 |
| Profit before Exceptional items |
330.60 |
(2.17) |
| Less : Exceptional items |
- |
- |
| Net Profit Before Tax |
330.60 |
(2.17) |
| Less Current Tax |
42.36 |
- |
| Less Previous year adjustment of Income Tax |
- |
(2.89) |
| Less Deferred Tax |
(0.02) |
- |
| Profit for the Period |
288.26 |
0.72 |
| Earnings per share |
0.79 |
0.01 |
During the year under review, the Company achieved a turnover of Rs. 84038.47 Lacs as
against Rs. 11.20 Lacs for previous year whereas, the profit of the Company for the period
under review were Rs. 288.26 Lacs as compared to profit of the company Rs. 0.72 Lacs in
the previous year. Your company has managed to book good amount of profits during the
period under review as compare to the previous year and your management is optimistic to
back on track in near future and register good volumes with profitability
2. BUSINESS OVERVIEW
The Company continues to be engaged in the activities pertaining to Information
Technology based Engineering Services, civil engineering, development of software,
software programmes and other related services.
However, during the period under review, the management of your company after
considering the companys long-term business plan to expand its business further into
different segments and to utilize the resources in more optimum ways, has decided to amend
the Main Objects which will enable your Company to take certain new activities including
investments, venture into new products, processes, segments, businesses which are under
the existing circumstances conveniently and advantageously could be combined with the
present activities of the Company.
And accordingly, shareholders of the company at their annual general meeting held on
September 30, 2022, has approved the amendment to the object clause of the MOA by
renumbering the existing sub clause 2A of the Clause III(A) (Main Objects) of Memorandum
of Association of the Company as sub clause 3 and adding sub clause 4 and 5 after existing
sub clauses 3 of the Clause III(A) (Main Objects) of Memorandum of Association of the
Company.
Further, the existing Memorandum of Association (MOA) and Articles of Association (AOA)
were also amended in conformity with the Companies Act, 2013.
3. CHANGE IN CONTROL AND MANAGEMENT PURSUANT TO SHARE PURCHASE AGREEMENT AND
OPEN OFFER
On March 4, 2022, the Companys erstwhile promoters Mr. Sajid Siraj Malik and Mrs.
Saroja Malik has entered into a Share Purchase Agreement with Mr. Vishesh Gupta and M/s.
Vrindaa Advanced Materials Limited (collectively known as Acquirers) for sell/ transfer
their entire stake in the Company 33,89,116 fully paid-up equity shares of face value of
Rs. 10/- each representing 39.35% of the paid-up Equity Share Capital of the Company.
Consequently, an Open Offer in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST)
Regulations, 2011 was made by the Acquires to acquire upto 26% of the total Voting Shares
of the Company from public shareholders in terms of Letter of Offer dated March 21, 2022.
Upon completion of the said open offer, and in terms of the Share Purchase Agreement
dated March 4, 2022, our Company was acquired by Mr. Vishesh Gupta and M/s. Vrindaa
Advanced Materials Limited in the current fiscal i.e 2022-2023, by acquisition of total
34,26,154 Equity Shares representing 39.78% of the total Equity, and resultantly the
management of your Company underwent a change.
In furtherance to change in management certain other changes took place in companys
management, situation and object clauses of the Memorandum of Association of the Company
among others.
4. CHANGE IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE
During the year under review, pursuant to share purchase agreement dated March 4, 2022
and open offer in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations,
2011, the management of the Company underwent a change and Mr. Vishesh Gupta and M/s.
Vrindaa Advanced Materials Limited becomes the new promoters of the Company.
Therefore, with a view to carry out operations of the Company in an efficient manner,
as majority of the Directors and/or KMP of the Company are residing in the National
Capital Territory of Delhi, the Board of Directors of the Company considered that it will
be in the best interest of the Company to shift the registered office of the Company from
State of Maharashtra to NCT of Delhi and accordingly, members approval was obtained by way
of passing Special Resolution on September 30, 2022 and necessary application was made to
Regional Director, Western Region, Ministry of Corporate Affairs.
Regional Director, Western Region, Ministry of Corporate Affairs vide its Order bearing
No. RD/Section13/SRN F42216523/7579 dated February 13, 2023 permitted the change in
situation clause of Memorandum of Association of the Company from the state of Maharashtra
to the State of Delhi. Thereafter, with effect from April 11, 2023 the Companys
Registered office was shifted from 73A SDF-III, Seepz, Andheri (East), Mumbai-400096,
Maharashtra, India to Build Up Space/Unit 1308, Aggarwal Corporate Heights, Netaji Subhash
Palace, New Delhi-110034, India. Consequently, the Corporate Identification Number (CIN)
of the Company was changed from L74110MH2006PLC163731 to L74110DL2006PLC413221.
5. TRANSFER TO RESERVE
During the year under review, the Company has not transferred any amount to General
Reserve.
6. DIVIDEND
In order to conserve the resources of the Company, your Directors have not recommended
any dividend for the financial year under review.
7. SHARE CAPITAL
As on March 31, 2023, the Issued and Paid-up Share Capital of the Company stood at Rs.
36,26,18,780/- divided into 3,62,61,878 fully paid up equity shares of face value of Rs.
10/- per share.
During the financial year 2022-23, to augment the long-term financial resources of the
Company, the members by way of passing special resolution on September 30, 2022 approved
the fund raising by way of following methods:
1) the Issue and allotment of 3,00,00,000 (Three Crore) Equity Shares of face value of
Rs. 10/- each to persons belonging to Promoter & Promoter Group and Non-Promoter
Category, on preferential basis, at an issue price of Rs. 10/- in accordance with
provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
2) issuance and allotment of equity shares for up to an aggregate amount of up to Rs.
100 Crores by way by way of QIPs, ADR, GDR, FCCB or any other method or combination
thereof including series of Right Issue(s), each tranche not exceeding Rs. 50 Crore (Rs.
Fifty Crores Only).
The Board of Directors at its meeting held on October 31, 2022 approved the allotment
of 2,76,50,000 equity shares of face value of Rs. 10/- each to the persons belonging to
the Promoter & Promoter Group and Non-Promoter Category, on preferential basis, at an
issue price of Rs. 10/- in accordance with provisions of Chapter V of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018. consequently Issued, Subscribed
and Paid up capital of Company increased from Rs. 8,61,18,780/- to Rs. 36,26,18,780/-
divided into 3,62,61,878 fully paid-up equity shares of face value of Rs. 10/- per share.
Post Closure of the Financial year under review, the pursuant to members approval,
stock exchanges and other statutory approvals, the Company in Q1 of the current fiscal
offered 4,98,60,082 fully Paid-up Equity shares of face value of Rs. 10/- each on Right
basis to its existing shareholders, issue got overwhelming response and oversubscribed by
1.69 times and in terms of the Right Issue Offer Document the allotment in respect of
Rights Equity shares was made on May 16, 2023 to the successful applicants and
consequently Issued, Subscribed and Paid up capital of Company increased from Rs.
36,26,18,780/- to Rs. 86,12,19,600/- divided into 8,61,21,960 fully paid-up equity shares
of face value of Rs. 10/- per share.
8. DEPOSITS
Your Company has neither invited nor accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance
of Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments have been disclosed in the notes to
Financial Statements.
10. SUBSIDIARY & ASSOCIATES COMPANY
During the year under review, your Company did not have any subsidiary, associate and
joint venture company.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except the changes specifically described in this report, there has been no
change/commitment affecting the financial position of the Company during the period from
the end of the financial year 2022-23 to the date of this report.
12. WEB ADDRESS FOR ANNUAL RETURN
Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company
has placed copy of Annual Return as on 31st March, 2023 as prescribed in Form MGT-7 of the
Companies (Management and Administration) Rules, 2014 on its website at
http://giesl.in/investors.html. By virtue of amendment to Section 92(3) of the Companies
Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as
part of the Boards report.
13. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the financial conditions, future outlook and
results of the operations of the Company for the year under the review, as stipulated
under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section
of this Annual Report and forms part of the Directors Report.
14. CORPORATE GOVERNANCE REPORT
The Company believes in adhering to the best corporate governance practices and its
philosophy emphasizes on fair and transparent governance and disclosure practices which
helps your Company to follow the path of its vision and mission. It strongly believes in
developing best corporate governance policies and procedures based on principals of fair
and transparent disclosures, equity, accountability and responsibility. A detailed report
on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming
part of the Annual Report.
A certificate confirming compliance with requirements of Corporate Governance as
enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar
Gupta, Proprietor of Kumar G. & Co., Company Secretaries is also annexed to the said
report.
15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Vigil Mechanism / Whistle Blower Policy has been put in place for the Directors and
Employees to report their genuine concerns about the unethical behaviour, actual or
suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for
adequate safeguards against the victimization of directors and employees who avail of the
mechanism. The Whistle blower Policy is available on the Companys website on
http://giesl.in/investors.html.
16. BOARD OF DIRECTORS
The Board of Directors provides the blue print to the success of any organization, it
plans and implements various strategies to grow not only in numbers but in value and cater
to its stakeholders.
Your Companys Board consists of learned professionals and experienced individuals from
different fields. As on the date of report, your Board comprises of Six Directors, and
Company Secretary. Amongst the directors, three are executive, and three are Non-Executive
Independent Directors including one Women Independent Directors on the Board.
Pursuant to change in control and management and on the recommendation of Nomination
and Remuneration Committee following changes took place in the composition of Board of
Directors:
| Sl. No. Incoming Directors DIN |
Name # |
Designation |
Change |
| 1. 00255689 |
Mr. Vishesh Gupta |
Director |
Appointment (w.e.f. August 30, 2022) |
| 2. 09652245 |
Mrs. Swati Gupta |
Independent Director |
Appointment (w.e.f. August 30, 2022) |
| 3. 03513272 |
Mr. Suresh Kumar Dhingra* |
Whole Time Director |
Appointment (w.e.f. August 30, 2022) |
| 4. 09553402 |
Mr. Om Prakash Agarwal |
Independent Director |
Appointment (w.e.f. August 30, 2022) |
| 5. 09727614 |
Mr. Amandeep Singh |
Independent Director |
Appointment (w.e.f. September 5, 2022) |
|
# |
|
|
| 6. 06787018 |
Mr. Abhishek Goel |
Whole time Director |
Appointment (w.e.f. December 26, 2022) |
| Outgoing Directors |
|
|
|
| 7. 00400366 |
Mr. Sajid Malik |
Managing Director |
Resignation (w.e.f. August 30, 2022) |
| 8. 00400421 |
Mrs. Saroja Malik |
Director |
Resignation (w.e.f. August 30, 2022) |
| 9. 00702346 |
Mr. Ganesh Yadava Acharya |
Independent Director |
Resignation (w.e.f. August 30, 2022) |
| 10. 03051315 |
Mr. Manish Chhaganlal Patel |
Independent Director |
Resignation (w.e.f. September 7, 2022) |
* Resigned as Whole time Director of the company w.e.f. December 2, 2022
# Post closure of the financial year ended March 31, 2023, Mr. Vishesh Gupta resigned
from the post of director of the company with effect from May 16, 2023 and Mr. Abhishek
Goel was appointed as Wholetime Director of the company w.e.f. December 26, 2022,
thereafter, he was re-designated as Chairman and Managing Director of the company w.e.f.
May 16, 2023.
Further, post closure of the financial year ended March 31, 2023, Mrs. Alka Jain (DIN:
10141712) and Mr. Nitin Bansal (DIN: 09522632) was appointed as an Additional Director
(Executive Category) and Whole Time Director for the period of 5 year commencing from May
1, 2023 and May 16, 2023 respectively. Mrs Alka Jain was also re-designated as Chief
Executive Officer of the Company w.e.f. May 16, 2023.
The appointment of Mr. Abhishek Goel, Mr. Nitin Bansal and Mrs. Alka Jain are
recommended by the Board of Directors for the members approval in the ensuing Annual
General Meeting. Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief
resume of above mentioned Directors, nature of their expertise in specific functional area
and names of Companies in which a Director and Member/Chairperson of Committees of Board,
are provided in the Notice forming part of the Annual Report.
The latest composition of Directors as on the date of report is set out in the table
below:
| Name of Directors |
Designation |
| Mr. Abhishek Goel |
Chairman and Managing Director |
| Mrs. Alka Jain |
CEO cum Wholetime Director |
| Mr. Nitin Bansal |
Wholetime Director |
| Mrs. Swati Gupta |
Independent Director |
| Mr. Amandeep Singh |
Independent Director |
| Mr. Om Prakash Aggarwal |
Independent Director |
Declarations by Independent Directors
All the Independent Directors have given a declaration under section 149(7) of the Act
confirming that they fulfil the criteria of independence as provided under section 149(6)
of the Act [includingcompliance of Rule 5 and 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing
Regulations and have also complied with the Code for Independent Directors as prescribed
in Schedule IV of the Act.
All the Independent Directors of the Company have registered themselves in the data
bank maintained with the Indian Institute of Corporate Affairs, Manesar
(‘IICA"). In terms of section 150 of the Act read with rule 6(4) of the
Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent
Directors are required to undertake online proficiency self-assessment test conducted by
the IICA within a period of two (2) year from the date of inclusion of their names in the
data bank. The Independent Directors, whosoever is required, shall undertake the said
proficiency test.
In the opinion of the Board all Independent Directors possess strong sense of integrity
and having requisite experience (including proficiency), qualification, skills and
expertise as well as independent of the management.
There has been no change in the circumstances which may affect their status as
Independent Director during the financial year under review.
None of the Directors disqualifies for appointment under Section 164 of the Companies
Act, 2013.
Appointment and Resignation of Key Managerial Personnel
During the year under review, Mr. Shrawan Kumar Prasad was appointed as Chief Financial
Officer w.e.f. December 26, 2022.
Ms. Pranjali Joshi was resigned as Company Secretary and Compliance Officer of the
Company w.e.f. October 14, 2022. Mr. Deepak was appointed as compliance officer w.e.f.
November 5, 2022.Thereafter, he was designated as Company Secretary and Compliance Officer
w.e.f. December 26, 2022.
As per the requirement under the provisions of section 203 of the Act, the following
are the Key Managerial Personnel (‘KMP) of the Company as on the date of this
report:
| Name |
Designation |
| Mr. Abhishek Goel |
Chairman and Managing Director |
| Mrs. Alka Jain |
CEO cum Wholetime Director |
| Mr. Nitin Bansal |
Wholetime Director |
| Mr. Shrawan Kumar Prasad |
Chief Financial Officer |
| Mr. Deepak |
Company Secretary & Compliance Officer |
There has been no change other than above in the Directors and the Key Managerial
Personnel during the financial year 2022-23.
17. PERFORMANCE EVALUATION OF THE BOARD
In line with the statutory requirements enshrined under the Companies Act, 2013 and the
Listing Regulations, the Board carried out a performance evaluation of itself, its
Committees, the Chairman and each of the other Directors. The performance evaluation was
carried out on the basis of framework approved by the Nomination and Remuneration
Committee. The Committee had unanimously consented for an ‘in-house review built on
suggestive parameters. Based on the suggestive parameters approved by the Nomination and
Remuneration Committee, the following evaluations were carried out:
| • Review of performance of the non- independent Directors and Board as a whole by
Independent Directors. |
| • Review of the performance of the Chairperson by the Independent Directors. |
| • Review of Board as a whole by all the Members of the Board. |
| • Review of all Board Committees by all the Members of the Board. |
| • Review of Individual Directors by rest of the Board Members except the Director
being evaluated. |
Results of all such above referred evaluations were found satisfactory.
18. AUDITORS
a) STATUTORYAUDITORS & AUDIT REPORT
Since the tenure of the M/s. Sachin Phadke & Associates, Chartered Accountants was
up to conclusion of the 16 th Annual General Meeting, the Board of Directors on the
recommendation of Audit Committee, recommended to appoint M/s. A.K. Bhargav & Co. as
Statutory Auditors of the Company to hold the office from five consecutive years i.e. from
the conclusion of the 16 th AGM till the conclusion of 21 st AGM to be held in the year
2027 subject to the approval of shareholders.
The shareholders of the company at their meeting held on September 30. 2022 approved
the appointment of M/s. A.K. Bhargav & Co. as Statutory Auditors of the Company to
hold the office from five consecutive years i.e. from the conclusion of the 16 th AGM till
the conclusion of 21 st AGM to be held in the year 2027.
Further, the statutory auditors report for the financial year 2022-23 do not contain
any qualifications, reservations or adverse remarks. The auditors report is attached to
the financial statements of the Company.
There are no frauds reported by the auditors of the Company under sub section 12 of
section 143 of the Companies Act, 2013 during the financial year under review.
b) SECRETARIALAUDIT
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the
Secretarial Audit Report for the financial year ended on 31st March, 2023 from M/s. Kumar
G & Co., Company Secretaries and the same forms part of the Annual Report. Explanation
to the observations in secretarial audit report is given as below;
1. Appointment of Internal auditor and Secretarial auditor for the F.Y. 2022-23 was not
reported to the stock exchanges in the outcome of the Board meeting dated January 10, 2023
in terms Regulation 30 of SEBI (LODR), 2015.
It is clarified that inadvertently skipped to include the same in the outcome of board
meeting January 10, 2023 and the company assures to comply the regulation in near future
within the timeline.
2. Regulation 29(2) of SEBI Takeover Code:- Intimation was delayed reported to the
stock exchanges on August 10, 2022 by the erstwhile promoters of the company i.e. Sajid
Malik but the transaction was executed on August 3, 2022.
Regulation 29(1) of SEBI Takeover Code:- Intimation was delayed reported to the NSE by
the new promoters of the company i.e. Mr. Vishesh Gupta on May 12, 2023.
This is to inform that inadvertently skipped to submit the disclosure in terms of
Regulation 29 (1) of takeover code to NSE on time. Though the same was reported to BSE on
time. Further, Inadvertently skipped to submit the disclosure Regulation 29 (2) to the
stock exchanges and the company assures to comply the regulation in near future within the
timeline
3. Intimation regarding appointment of compliance officer was reported delayed to stock
exchanges on November 18, 2022 by 14 days in terms Regulation 30 of SEBI (LODR), 2015
It is noted that the delay was inadvertent and emphasized that going forward prescribed
timelines should be strictly adhered to as far as practically possible.
4. Half year ended September 30, 2022:-Related Party Disclosure in terms of Regulation
23(9) of SEBI (LODR), 2015 was reported delayed to the stock exchanges on November 4, 2022
after 15 days from the date of publication of its results.
Half year ended March 31, 2023:-
Disclosure of Related Party Transactions in terms of Regulation 23(9) of SEBI (LODR),
2015 made after the date of publication of its standalone financial results i.e. on April
27, 2023.
It is noted that the delay was inadvertent and emphasized that going forward prescribed
timelines should be strictly adhered to as far as practically possible.
5. Chief Financial Officer (CFO) of the Company was not appointed during the period
from May 31, 2021 to December 25, 2022.
The same have been rectified and the Board of Directors at their meeting held on
December 26, 2022 appointed Mr. Shrawan Kumar Prasad as CFO of the Company w.e.f.
26.12.2022.
Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular
No CIR/CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance Report
for the financial year 2022-2023 was filed with Stock Exchanges(s), i.e. BSE Limited and
National Stock Exchange of India Limited, on May 30, 2023.
c) COST AUDIT
Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost
records and audit thereof is not applicable to your Company.
d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Board is responsible for establishing and maintaining adequate internal financial
control as per Section 134 of the Act. Your Companys internal control systems and
processes commensurate with scale of operations of the Business.
Periodical reviews are carried out by the Internal Auditors and are subject to
assessment and trial to provide reasonable assurance as to reliable information &
compliance. The Internal Audit Report submitted by the Internal Auditors, M/s. G Mansi
& Associates, Practicing Chartered Accountants, for the year under review is apprised
by the Audit Committee and noted by the Board.
19. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as ‘Annexure
A.
None of the employees of the Company are being paid remuneration exceeding the
prescribed limit under the said provisions and rules. Further, particulars of employees
pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in
terms of provisions of section 136 of the said Act, the Annual Report is being sent to all
the members of the Company and others entitled thereto, excluding the said particulars of
employees. Any member interested in obtaining such particulars may write to the Company
Secretary at E-mail - cs@giesl.in.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on technology absorption and foreign exchange earnings and outgo as
required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed to this Report as ‘Annexure B.
21. MEETINGS
A. BOARD MEETINGS
The Board meets at least once a quarter to review the quarterly results and other items
of the Agenda. During the financial year ended on March 31, 2023, Nine (9) Board Meetings
were held and the gap between the two consecutive meetings was within the statutory limit.
Details of the Board meetings are given in the Corporate Governance Report annexed
herewith for the financial year ended March 31, 2023.
B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
I. AUDIT COMMITTEE
The Company has constituted a well qualified and Independent Audit Committee as
required under Section 177 of the Companies Act, 2013 as also in fulfillment of the
requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective
of the Audit Committee is to monitor and provide effective supervision of the managements
financial reporting process with a view to ensure accurate, timely and proper disclosure
and transparency, integrity and quality of financial reporting.
The Audit Committee met Six (6) times during the financial year. The details of
meetings with attendance thereof and terms of reference of Audit Committee have been
provided in the Corporate Governance Report which forms part of this Report.
II. STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition of the Stakeholders Relationship Committee is in compliance with the
provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI
(LODR) Regulations, 2015.
The Stakeholders Relationship Committee met one (1) time during the financial year.
The details about the composition of the said committee of the Board of Directors along
with attendance thereof have been provided in the Corporate Governance Report which forms
part of this Report.
III. NOMINATION & REMUNERATION COMMITTEE
In terms of section 178 of the Act read with Companies (Meetings of Board and its
Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in
place duly constituted Nomination and Remuneration Committee of the Board of Directors.
The details of the composition of the committee along with other details are available in
the Corporate Governance Report which forms part of this Report.
22. NOMINATION AND REMUNERATION POLICY
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting
out the criteria for determining qualifications, positive attributes, independence of a
Director and policy relating to remuneration for Directors, Key Managerial Personnel and
other employees which is also available on the Companys website at www.giesl.in.
23. CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not
applicable during the year under review.
24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
25. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE
Your company is not required to constitute Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
as there are less than 10 employees in the company.
26. RISK MANAGEMENT
Internal financial control system and timely review of external, operational and other
risks enables the Board of your company towards identification and mitigation of the
risks. The Companys approach to mitigate business risks is through periodic review and
reporting mechanism to the Audit Committee and the Board and thereby maximizing returns
and minimizing risks
27. 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.
28. RELATED PARTY TRANSACTIONS
All related party transactions during the year under review were on arms length basis,
in the ordinary course of business and in compliance with the Policy on Related Party
Transactions of the Company. During the year, the Company has not entered into any
contracts / arrangements / transactions with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions.
The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the
SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are
placed before the Audit Committee and the Board for their approval on quarterly basis.
The particulars of every contract and arrangement entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto are disclosed in
Form No. AOC-2 which is annexed to this Report.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website www.giesl.in. The disclosure on Related Party Transactions is made in
the Notes to Financial Statement of the Company.
29. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the year.
30. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there have 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 at 31st March, 2023 and of the profit or loss of
the Company for that period;
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 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 were operating effectively; and
f) They have devised proper systems to ensure compliance with the provision of all
applicable laws and that such systems are adequate and operating effectively.
31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016
During the year under review, there were no application made or proceedings pending in
the name of the company under the Insolvency Bankruptcy Code, 2016.
32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial institutions.
33. ACKNOWLEDGEMENT
Your Directors acknowledges the efforts of its employees, at all levels, for their
continued hardwork, dedication and commitment towards the growth of the Company.
The Directors also places on record continued support of its investors, clients,
vendors, bankers and financial institutions during the year under review and look forward
for the same in the years to come.
The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory
Authorities and all the government agencies for the continued support extended during the
year 2022-23.
|
For and on behalf of the Board of Directors |
|
GI Engineering Solutions Limited |
| Abhishek Goel |
Alka Jain |
| Chairman & Managing Director |
CEO cum Wholetime Director |
| (DIN : 06787018) |
(DIN : 10141712) |
| Place : Delhi |
|
| Dated : 03/07/2023 |
|
+91-9892691696
