GI Engineering Solutions Ltd Directors Report.

Dear Shareholders,

The Directors present the Fourteenth Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS

Summary of the Standalone performance of your Company for the year under review is tabulated below:

(Rs In Lakhs)

Standalone

Particulars
March 31, 2020 March 31, 2019
Income 11.74 5.28
Operating Pro t/ (Loss) before Depreciation, Interest and Taxes (3.59) (7.88)
Pro t/(Loss) before tax (3.59) (7.88)
Less: Current Tax - -
Pro t (Loss) After Tax (3.59) (7.88)

2. DIVIDEND

Due to loss incurred during the year, your directors regret their inability to recommend any dividend for the year ended March 31, 2020.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2020 was Rs 8,61,18,780/- divided into 86,11,878 equity shares of Rs 10/- each. During the year under review, the Company has not issued any Shares.

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise, sweat equity shares or any equity shares under Employee Stock Option Scheme during the year under review.

5. OPERATIONS

The Company continues to be engaged in the activities pertaining to Information Technology based Engineering Services and other related services. There was no change in nature of the business of the Company, during the year under review.

During the year under review, your Company achieved a total income of Rs 11.74 Lakhs as compared to Rs 5.28 Lakhs in the previous financial year. The Company incurred loss after tax of Rs 3.59 Lakhs for the year compared to the loss after tax of Rs 7.88 Lakhs for the previous year.

Management is evaluating various propositions to improve the financial situation and is hopeful of arriving at some conclusion soon.

6. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments are given in the notes to the financial statements.

8. SUBSIDIARY COMPANY

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

9. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in ‘Form MGT-9 as on March 31, 2020 is annexed to this Report as "Annexure-A" and also available on the Companys website at http://www.giesl.com/investors.html.

10. 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.

11. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply to listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty ve crore, as on the last day of the previous financial year. Therefore, the provisions of Corporate Governance as specified in Regulations 17, 17[A], 18, 19, 20, 21, 22, 23, 24,24[A], 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended March 31, 2020.

However your Company has complied with the relevant provision of the Companies Act, 2013 and rules thereunder with regards to formation of committees.

12. VIGIL MECHANISM/WHISTLE BLOWER

POLICY

The Company has Whistleblower Policy and Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Whistleblower Policy and Vigil Mechanism is uploaded on the website of the Company at the weblink: www.giesl.com.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Saroja Malik, Director of the Company retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting.

Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mrs. Saroja Malik, nature of her expertise in specific functional area and names of Companies in which she is a Director and Member/Chairman of Committees of Board, are provided in the Notice forming part of the Annual Report.

Owing pre-occupations, Mr. Ganapathy Vishwanathan tendered his resignation from the office of Non- Executive Independent Director of the Company with effect from the closure of business hours of February 11, 2020. There were no other material reasons for resignation.

The Board places on record its appreciation of the valuable contribution during his tenure.

Appointment of Mr. Manish Patel as Independent Director of the Company

Pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Manish Patel was appointed as an Additional Independent Director of the Company for period of one year with effect from February 11, 2020. The Board recommends the appointment of Mr. Manish Patel as Independent Director at the ensuing Annual General Meeting for a period of one year with effect from February 11, 2020 to February 10, 2021 and re-appointment for a second consecutive term of ve years with effect from February 11, 2021 to February 10, 2026. Details relating to the appointment / reappointment are annexed to the Notice under section 102 of the Companies Act, 2013. In the opinion of the Board of Directors, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as the Rules made thereunder and are independent of the management.

Declarations by Independent Directors

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

None of the Directors disquali es for appointment/re-appointment under Section 164 of the Companies Act, 2013.

Change in Company Secretary and Compliance Of cer

Mr. Sunil Patel resigned as the Company Secretary and Compliance of cer of the Company from the closure of business hours of February 11, 2020.

Ms. Astrid Lobo was appointed as the Company Secretary and Compliance of cer and was designated as the Key Managerial Personnel of the Company with effect from February 12, 2020.

Appointment of Chief Financial Of cer

Mr. Ravi .T. Ramaswamy was appointed as the Chief Financial of cer and was designated as the Key Managerial Personnel of the Company with effect from April 24, 2019 and resigned from the closure of business hours of August 05, 2020.

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, the Board has carried out the annual evaluation of its own performance, and each of the directors individually as well as of the working of its Committees.

15. AUDITORS

a) STATUTORY AUDITORS

Sachin Phadke & Associates, Chartered Accountants, Mumbai (Firm Registration No. 133898W), Statutory Auditors of the Company hold of ce, in accordance with the provisions of the Act, from the conclusion of the 11th Annual General Meeting until the conclusion of 16th Annual General Meeting.

The Ministry of Corporate Affairs has vide noti cation dated May 7, 2018 obliterated the requirement of seeking Members rati cation at every AGM on appointment of Statutory Auditor during their tenure of 5 years.

The Company has received written consent and certificate of eligibility from the Statutory Auditors of the Company under Section 139(1) of the Act and rules framed thereunder.

b) AUDITORS REPORT

The Audit Report for the financial year 2019-20 does not contain any quali cations, reservations or adverse marks. The auditors report is enclosed to the financial statements. 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.

c) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. Roy Jacob & Co., Practicing Company Secretaries (CP

No. 8220), have been appointed to undertake the Secretarial Audit of the Company for the financial year ended on March 31, 2020. The Secretarial Audit Report forms part of this annual report as "Annexure - B".

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors and its committees (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

d) MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules. e) INTERNAL CONTROLS SYSTEM AND

THEIR ADEQUACY

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. Akshay Tambe & Co. Chartered Accountants, Mumbai (Firm Registration No. 139942W) for the year under review is apprised by the Audit Committee and noted by the Board.

16. 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 - C.

There were no employees during the year under review drawing remuneration in excess of the limits prescribed and the statement of employees required under Rule 5(2) read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure - D" which forms part of this Report.

18. MEETINGS

A. BOARD MEETINGS

The Meeting of the Board of Directors are scheduled well in advance and generally held at the Registered office of the Company. 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, 2020, Six Board Meetings were held and the gap between two meetings did not exceed four months. The dates on which the Board Meetings were held are as follows:

1. April 24, 2019

2. May 22, 2019

3. August 14, 2019

4. August 26, 2019

5. November 14, 2019

6. February 11, 2020

The number of Board Meetings and the attendance of Directors as well as their attendance at the last AGM held on September 26, 2019 are as mentioned below:-

Name of Directors Designation No. of Board Meetings attended out of six Meetings held Atten -dance at last AGM
Mr. Sajid Malik Managing Director 3 Yes
Mrs. Saroja Malik Non-Executive Director 6 Yes
Mr. Ganapathy Vishwanathan* Non-Executive Independent Director 6 Yes
Mr. Ganesh Acharya Non-Executive Independent Director 4 No
Mr. Manish Patel** Non-Executive Independent Director - NA

*resigned w.e.f. February 11, 2020. **appointed w.e.f. February 11,2020.

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 ful llment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. Theprimary 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.

During the year under review, ve Audit Committee Meetings were held and the time gap between any two meetings was not more than four months. The dates on which the Audit Committee Meetings were held are as follows:

1. April 24, 2019

2. May 22, 2019

3. August 14, 2019

4. November 14, 2019

5. February 11, 2020

The Gap between two meetings was not more than 3 months. The composition of Audit Committee and details of meetings attended by the Members thereof are as follows:

Name of Directors Status No. of Meetings Attended
Mr. Ganesh Acharya* Chairman 3
Mrs. Saroja Malik Member 5
Mr. Manish Patel Member 5

*Mr. Ganesh Acharya was appointed as Chairman of Audit Committee w.e.f. February 11, 2020 and Mr. Ganapathy Vishwanathan was Chairman till February 11, 2020.

The Company Secretary acts as the Secretary to the Committee. The Chief Financial Of cer and representative of Statutory Auditor of the Company were invitees for all the audit committee meetings.

The then Chairman of the Audit Committee, Mr. Ganapathy Vishwanathan, was present at the Thirteenth Annual General Meeting held on September 26, 2019 to answer the shareholders queries.

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 is entrusted with the responsibility of redressal of all the shareholders/ investors grievances related to transfer of shares, non-receipt of annual reports, dematerialization or re-materialization of shares etc. The committee also oversees the performance of the Registrar and Transfer Agent of the Company.

To redress investor grievances, the Company has a dedicated E-mail ID, investors@giesl.com to which shareholders may send complaints/ grievances.

During the financial year 2019-20, four meetings of the said committee were held on May 22, 2019; August 14, 2019; November 14, 2019 and February 11, 2020.

The composition of the Stakeholders Relationship Committee and details of meetings attended by the members thereof in 2019-20 were as follows:

Name of Directors Status No. of Meetings Attended
Mrs. Saroja Malik* Chairman 4
Mr. Ganesh Acharya Member 3
Mr. Manish Patel** Member NA

*Mrs. Saroja Malik was appointed as Chairman of Stakeholder Relationship Committee w.e.f. February 11, 2020 and Mr. Ganapathy Vishwanathan was Chairman till February 11, 2020.

**Mr. Manish Patel was appointed as a member w.e.f. February 11, 2020.

The then Chairman of the Stakeholders Relationship Committee Mr. Ganapathy Vishwanathan, was present at the Thirteenth Annual General Meeting of the Company held on September 26, 2019.

III. NOMINATION & REMUNERATION

COMMITTEE

The Nomination & Remuneration Committee comprises of three members namely Mr. Ganapathy Vishwanathan, as the Chairman and Mr. Ganesh Acharya and Mrs. Saroja Malik as members of the Committee. The Committee comprises of majority of Independent Directors including its Chairman.

During the year under review, three meetings were held on April 24, 2019, May 22, 2019 and February 11, 2020.

The Composition of Nomination & Remuneration Committee and details of meeting attended by the Members thereof are as follows:

Name of Directors Status No. of Meetings Attended
Mr. Ganesh Acharya* Chairman 1
Mrs. Saroja Malik Member 3
Mr. Manish Patel** Member NA

*Mr. Ganesh Acharya was appointed as Chairman of Nomination and Remuneration Committee w.e.f. February 11, 2020 and Mr. Ganapathy Vishwanathan was Chairman till February 11, 2020.

**Mr. Manish Patel was appointed as a member w.e.f. February 11, 2020.

The then Chairman of the Nomination & Remuneration Mr. Ganapathy Vishwanathan, was present at the Thirteenth Annual General Meeting of the Company held on September 26, 2019.

19. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy is also is available on the Companys website at www.giesl.com .

20. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

21. 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).

22. 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.

23. RISK MANAGEMENT

Risks are events, situations or circumstances which may negatively impact the Companys Business. Risk management is a structured approach to manage uncertainty. The Company is adopting a formal approach to identify and evaluate business risks.

24. 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.

25. MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company occurred between the date of Financial Statements and Boards Report.

26. RELATED PARTY TRANSACTIONS

All related party transactions that were entered in the ordinary course of business during the financial year were on an arms length basis and in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company during the financial year 2019-20.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. The disclosure on Related Party Transactions is made in the Financial Statement of the Company.

27. LOAN FROM DIRECTOR

During the year under review the Company received unsecured loans of Rs 94.50 Lakhs from Mr. Sajid Malik, Managing Director of the Company. Further he has given declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013, with respect to Directors Responsibility Statement, your directors hereby con rm that;

a) In the preparation of the annual accounts for the financial year ended March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to their material departures, wherever applicable;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts for the financial year ended March 31, 2020 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

29. 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, SEEPZ (SEZ) Authorities and all the government agencies for the continued support extended during the year 2019-20.

For and on Behalf of the Board of Directors

Sd/- Sd/-
SAJID MALIK SAROJA MALIK
MANAGING DIRECTOR DIRECTOR
DIN: 00400366 DIN: 00400421
Place: Mumbai
Date: August 28, 2020