GI Engineering AR-2009

7/30/2019 GI Engineering AR-2009

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AnnuAl RepoRt 2008-09

BOARD OF DIRECTORS

Mr. Sajid Malik Managing Director

Mrs. Saroja Malik Director

Mr. Ganapathy Vishwanathan Independent Director

Mr. Ganesh Acharya Independent Director

COMPANY SECRETARY

Mr. Kishor Talreja

AUDITORS

Dixit Dattatray & Associates

Chartered Accountants

REGISTERED OFFICE

73-A, SDF-III

SEEPZ, Andheri (East)

Mumbai 400 096

Telephone: 91-22-4488 4488

Fascimile: 91-22-2829 0603

Web site: www.giesl.com

BANKERSState Bank of India

HDFC Bank Ltd.

CORPORATE INFORMATION

DEVELOPMENT CENTRE

73 A & 75 B, SDF III

SEEPZ, Andheri (East),

Mumbai 400 096

SUBSIDIARY

Genesys Enterprises Inc., USA

108, Corporate Park Drive,

Suite 211, White Plains,

New York 10604 USA

REGISTRAR AND SHARE

TRANSFER AGENT

Bigshare Services Private Limited

E/2, Ansa Industrial Estate,

Saki-Vihar Road,

Saki-Naka, Andheri (East),

Mumbai 400 072.

Telephone: 91-22-40430200

Fascimile: 91-22-28475207,

Email: [email protected]

Contents. Page

Managing Directors Message ................................................................................................. 2

Notice ...................................................................................................................................... 3

Directors Report ...................................................................................................................... 4

Annexure to the Directors Report ........................................................................................... 6

Corporate Governance Report ................................................................................................ 7Management Discussion & Analysis...................................................................................... 16

Auditors Report ..................................................................................................................... 19

Balance Sheet ....................................................................................................................... 22

Prot and Loss Account......................................................................................................... 23

Schedules ............................................................................................................................. 24

Cash Flow Statement ........................................................................................................... 34

Balance Sheet Abstract and Companys General Prole ...................................................... 35

Statement pursuant to Section 212 of the Companies Act, 1956 .......................................... 36

Subsidiary Company Accounts .............................................................................................. 37

Consolidated Accounts .......................................................................................................... 49


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GI enGIneeRInG SolutIonS lIMIteD

MeSSAGe FRoM the MAnAGInG DIReCtoR

Dear Shareholders,

Our company has ocused HVAC markets in the US. We have built up a very good team and epertise in oering

services or the above.

Given the sub-prime, mortgage problem in US, which have negatively aected the construction industry, we

have not been able to gain the transactions in sales as we epected.

We however believe that with any renewal o real-estate market o US, we would generate good demand or

our services.

We shall also be evaluating other lines o engineering services in the uture.

Regards

Sajid Malik

Managing director


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n is hereby given that the Third Annual General Meetingo the members o GI Engineering Solutions Limited will beheld on Tuesday, September 29, 2009 at .1 p.m. at KohinoorContinental, Andheri-Kurla Road, Andheri (East), Mumbai - 00

09 to transact the ollowing business:

ordinarY BUSineSS

1) To receive, consider and adopt the Audited Proit and

Loss account or the year ended March 1, 2009 andthe Audited Balance Sheet as at that date and Reports

o Directors and Auditors thereon.

2) To appoint a Director in place o Mrs. Saroja Malik, who

retires by rotation and being eligible, oers hersel orre-appointment.

) To consider and i thought it, to pass with or withoutmodiications, the ollowing resolution as an Ordinary

Resolution:

RESOLVED THAT M/s Diit Dattatray & Associates,

Chartered Accountants, Mumbai, be and is herebyappointed auditors o the Company, to hold Oice romthe conclusion o this Annual General Meeting until

the conclusion o the net Annual General Meeting othe Company to audit the inancial accounts, on such

remuneration as may be ied by the Board o Directorso the Company.

By Order o the Board o Directors

F gi engineering SolUtionS ltd

kiSHor talrejaCOMPANY SECRETARY

Place: MumbaiDated: August 10, 2009

notICe

noteS:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLEDTO APPOINT ONE OR MORE PROxIES, TO ATTEND AND

VOTE INSTEAD Of HIMSELf AND THE PROxY NEED NOTBE A MEMBER Of THE COMPANY. PROxIES IN ORDER TO

BE EffECTIVE MUST BE DEPOSITED AT THE REGISTERED

OffICE Of THE COMPANY NOT LESS THAN 8 HOURSBEfORE THE COMMENCEMENT Of THE MEETING.

2. The Register o Members and Share Transer Bookso the Company, will remain closed rom Thursday,

September 2, 2009 to Tuesday, September 29, 2009 (bothdays inclusive) or the purpose o Annual General Meeting.

. Members seeking any inormation or clariication on the

Annual Accounts o the Company or the year endedMarch 1, 2009 are requested to send in queries in writing

to the Company, at least days beore the date o theMeeting, so that the inormation required by them may

be made available at the Meeting.

. The Shareholders are requested to intimate immediately,any change in their address or bank mandates to their

depository participants with whom they are maintainingtheir demat accounts or to the Companys Registrar and

Share Transer Agent, M/s. Bigshare Service PrivateLimited, i the shares are held in physical mode.

. Members are requested to kindly bring their copy o the

Annual Report and Attendance Slip with them at theAnnual General Meeting.

6. Consequent upon the introduction o Section 109A o theCompanies Act, 196, shareholders are entitled to make anomination in respect o shares held by them in physical

orm. Shareholders desirous o making a nomination arerequested to send their requests in form No. 2B (whichshall be made available on request) to the Registrar and

Share Transer Agents o the Company.

Members holding shares in electronic orm may contact

their respective depository participants or availing the

said acility.7. Corporate Members intending to send their Authorised

Representatives are requested to send a duly certiied copyo the Board Resolution authorizing their representatives

to attend and vote on their behal at the Annual GeneralMeeting o the Company.

8. The brie proile o the Director proposed to be re-

appointed is given in the Corporate Governance sectiono this Annual Report.

9. Non- Resident Indian Shareholders are requested toinorm the Company immediately:

a) The change in residential status on return to India

or permanent settlement.b) The particulars o NRE Bank Account maintained in

India with complete name and address o the Bank

i not urnished earlier.

By Order o the Board o Directors

F gi engineering SolUtionS ltd

kiSHor talrejaCOMPANY SECRETARY

Place: Mumbai

Dated: August 10, 2009


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dv

Your Directors do not recommend the payment o dividend or

the year ended March 1, 2009.

Busss vw

The turnover o the Company at Rs. 186.1 lakhs has shown an

increase o 8% as compared to Rs. 117.76 lakhs in previous

year. The Company achieved Proit ater Ta o Rs. 6.7 lakhs

compared to Rs. .82 lakhs in the previous year, recording

an increase o 9%.

Mm dsuss ayss

Management Discussion and Analysis on the operations and

inancial position o the Company is provided in a separate

section orming part o the Annual Report.

Subsy cmpy

M/s Genesys Enterprises Inc., USA is a Wholly Owned

Subsidiary o your Company. In accordance with the provisions

laid down in Section 212 o the Companies Act, 196, the

Auditors Report together with the inancial statements or

the year ended March 1, 2009 o Subsidiary Company is

appended to this report.

cs F Sms

As required under the Clause 2 o the Listing Agreement

eecuted with the Stock Echanges, consolidated inancial

statements o the Company and its subsidiary, is attached.

The Consolidated financial Statements have been prepared

in accordance with the provisions o Accounting StandardAS- 21.

ds

Mrs. Saroja Malik, Director o the Company shall retire by

rotation at the ensuing Annual General Meeting and being

eligible oers hersel or re-appointment. As stipulated

in terms o Clause 9 o the Listing Agreement with the

Stock Echanges, the brie resume o Mrs. Saroja Malik

is provided in the report on Corporate Governance, which

Dear Shareholders,

The Directors o your Company present herewith the rd

Annual Report o the Company together with the Audited Accounts

or the financial Year ended March 1, 2009.

F Hhhs

Key aspects o the Companies financial perormance or the year ended March 1, 2009 are tabulated below:

(Rs. in Lakhs)

Pus Y Y

Mh 31, 2009 Mh 31, 2008

Revenue rom Operations 186.1 117.76

Operating Proits beore Depreciation, Amortization and ta 90.90 8.7

Less: Depreciation and amortization 21. 21.

Pf bf x 69.57 37.19

Less: Prior period adjustments -- 0.88

Less: Current Ta .9 .0

Less: fringe Beneit Ta 0.27 0.21

Pf af tx 65.37 33.82

DIReCtoRS RepoRt


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orms an integral part o this Annual Report.

aus

Due to sad demise o Mr. Shashank Ranade, Proprietor o M/s.

Shashank Ranade & Co., Chartered Accountants, the Statutory

Auditor o the Company, an Oice o Auditor became vacant.

Hence, in accordance with the provisions o Section 22(6) o

the Companies Act, 196, the Board o Directors at its meeting

held on December 22, 2008 appointed M/s. Diit Dattatray &

Associates, Chartered Accountants in the oice o the Auditors

to hold oice till the conclusion o the ensuing Annual GeneralMeeting o the Company.

M/s. Diit Dattatray & Associates, Chartered Accountants, the

Statutory Auditors o the Company, retire at the conclusion o

the ensuing Annual General Meeting and being eligible, oer

themselves or re-appointment.

Fx dpss

During the year, the Company has not accepted any Deposits

within the meaning o the provisions o Section 8A o the

Companies Act, 196 and hence no amount o principle or

interest was outstanding on the date o the Balance Sheet.

Pus f empys

No employee o the Company draws salary eceeding the limit

stipulated under provision o Section 217 (2A) o the Companies

Act, 196 read with the Companies (Particulars o Employee)

Rules 197. Hence, the provisions o the said section are not

applicable to the Company.

csv f ey, thy absp F

exh es ou

As required under Section 217 (1)(e) o the Companies Act,

196 read with Companies (Disclosure o Particulars in the

Report o Board o Directors) Rules, 1988, the relevant data is

given in the prescribed ormat as an anneure to this report.

cp gv

As required by Clause 9 (VI) o the Listing Agreement entered

into by the Company with the Stock Echanges, a detailed

report on Corporate Governance orms part o the Annual

Report. The Company is in compliance with the requirements

and disclosures that have to be made in this regard. The

Auditors Certiicate on compliance with Corporate Governance

is attached to this report.

ds rspsby Sm

Pursuant to provisions o Section 217 (2AA) o the Companies

Act 196, the Directors conirm that;

a) in preparation o the annual accounts, the applicable

accounting standards have been ollowed along

with proper eplanation relating to their material

departures, i any.

b) the selected accounting policies were applied consistently

and the Directors made judgments and estimates that

are reasonable and prudent so as to give a true and air

view o the state o aairs o the Company as at March

1, 2009 and o the proit o the Company or the year

ended on that date.

c) Proper and suicient care has been taken or maintenance

o adequate accounting records in accordance with the

provisions o the Companies Act, 196 or saeguarding

the assets o the Company and or preventing and

detecting raud and other irregularities.

d) The annual accounts have been prepared on a going

concern basis.

awm

Your Directors take this opportunity to thank all investors,

clients, vendors, inancial institutions/banks, regulatory and

government authorities or their continued support during

the year.

Your Directors also acknowledge the hard work, dedication

and commitment o the employees.

for and on behal o the Board o Directors o

gi engineering SolUtionS liMited

Sajid Malik Saroja Malik

Managing Director Director

Place: Mumbai

Date: August 10, 2009


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anneXUre a to tHe directorS rePort

Particulars o Conservation o Energy, Research & Development,

Technology absorption and foreign Earnings and Outgo as per

Section 217(1) (e) o the Companies Act, 196 read with

Companies (Disclosures o Particulars in the Report o Board o

Directors) Rules, 1988 or the year ended March 1, 2009.

csv f ey

Your company takes various measures to reduce energy

consumption by procuring and implementing latest timer

based technology o reputed brand in HVAC systems. The

Company has been replacing the older units with new energy

eicient units to conserve the energy. This helps in optimizing

energy conservation in ACs, which is the major source o

power consumption. Also your Company keeps promoting

use o IT Techniques to reduce plotting and save paper

consumption which in a small little way contribute towards

Global Warming.

rsh dvpm

Your Company with a view o enhancing its eisting capacity

and providing better service is constantly engaged in the

research and development o newer technologies. Your

Company keeps on developing newer IT processes and

methodologies, which leads to improved productivity and

better accuracy. One such process developed or data

mining had lead to improvement o productivity to as high

as 0%. Similar IT developments are being undertaken or

other engineering service areas o estimation to provide best

services to our customers.

thy bsp, p, vYour Company has upgraded all servers to cater to the stringent

project and process requirements.

Your Company has an etensive communication inrastructure,

which caters to data connectivity between all the oices.

F exh es & ou

The required inormation on oreign echange earnings and

outgo is contained in the Notes orming part o Accounts.

for and on behal o the Board o Directors o

gi engineering SolUtionS liMited

Sajid Malik Saroja Malik

Managing Director Director

Place: Mumbai


AnneXuRe Ato the DIReCtoRS RepoRt


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The Companys philosophy on corporate governance

envisages striving towards the highest level o transparency,

accountability and equity in all acets o its operations and

its interactions with all stakeholders including shareholders,

employees, clients, Government authorities. Companys

ultimate aim o corporate governance is to enhance the long-

term value o the Company or its shareholders and all other

stakeholders.

i. Board oF directorS

a Sz mps f h B

The Company is managed and controlled through a proessional

Board o Directors (Board) comprising o a combination o

requisite eecutive and non-eecutive independent directors.

The composition o the Board is in conormity with the

provisions o clause 9 o the listing agreement with the

stock echange(s). The present strength o the Board is our

() members out o which two members are non-eecutive

independent directors, which constitutes ity percentage o

the total strength o the Board. The independent directors do

not have any material pecuniary relationship or transactions

with the Company, its promoters, its management or its

subsidiaries, which may aect the independence or judgment

o the directors.

The composition o our Board and the number o Directorships

held by each Director is detailed in Table 1.

CoRpoRAte GoVeRnAnCe RepoRt

cmps f B

tb 1: Composition o our Board and the number o Directorships held by them

nm f dis Psii h Mis Mis a n. f n. f n. f

h ls diships cmmi cmmi

agM h i h Mmbships chimships

Pubi i h i h

cmpis s cmpis # cmpis #

Mh 31,

2009

Mr. Sajid Malik Managing 6 6 YES NIL NIL

DIN: 000066 Director

Mrs. Saroja Malik Non- 6 6 NO NIL NIL

DIN: 000021 Independent

Director

Mr. Ganapathy Independent 6 6 YES 2 2 2

Vishwanathan Director

DIN: 000018

Mr. Ganesh Acharya Independent 6 6 NO 1 1 NIL

DIN: 007026 Director

# includes only Audit Committee and Shareholders / Investors Grievances Committee in all other companies

Mr. Sajid Malik is son o Mrs. Saroja Malik


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ds f Shhs

tb 2: Details o Equity Shares held by Directors as on

March 1, 2009

nm n. f equy Shs

Mr. Sajid Malik 12772

Mrs. Saroja Malik 12029

Mr. Ganapathy Vishwanathan 19

Mr.Ganesh Acharya 12,9

B Ms a Mus

The Board meeting dates are decided in consultation with

Directors o the Company and the schedules o the Board

Meetings are communicated in advance to the Directors.

Every agenda and minutes o the meeting are prepared in

compliance with the clause 9 o the Listing Agreement

and the Companies Act, 196.The drat o minutes o the

proceedings o each previous Board / Committee meeting is

circulated along with the agenda. The Board also takes note

o minutes o committee meetings and subsidiary meetings at

Board meeting. The Board meets at least once every quarterto review and approve the quarterly results and other items

on the agenda. The Board periodically reviews Compliance

reports o all laws applicable to the Company. Additional Board

meetings are held, whenever necessary.

During the year si board meetings were held on the ollowing

dates:

1) 28th June 2008 ) 17th November 2008

2) 2th July 2008 ) 22nd December 2008

) 18th August 2008 6) 06th January 2009

ii. coMMitteeS oF tHe Board

Currently, the Board o the Company has three regular

committees - Audit Committee, Shareholders / Investors

Grievance Committee and Remuneration Committee. All these

committees are chaired by the Non-Eecutive/independent

Directors. The Board is responsible or constituting, assigning,

co-opting and iing the terms o service or committees. The

Board o Directors takes note o the minutes o the committee

meetings, at their Board meetings.

a. aUdit coMMittee

cmps

The Company has a qualiied Audit Committee consisting o

three Non-Eecutive Directors. The Chairman o the Committee

is an Independent Director. All the members o the Audit

Committee are inancially literate. The Company Secretary is

the Secretary to the Committee.

Pws, vw f fm by au cmm:

The Company has duly deined the role and objectives o the

Audit Committee on the same lines as provided under clause 9

o the Listing Agreement eecuted with the Stock Echanges

read with Section 292A o the Companies Act, 196.

The primary unctions o the Audit Committee are to

provide assistance to the Board o Directors in ulilling

their responsibility to the shareholders, investors and other

stakeholders relating to financial statements. The Committee

also looks into adequacy, transparency and times lines o

disclosures, compliance with all relevant statutes and other

acets o Companys operations that are all vital concern tothe Company. In particular, the role o the Audit Committee

includes the ollowing:

Supervise the inancial reporting process;

Review the quarterly and annual inancial results beore

placing them to the Board or approval, with particular

reerence to:

- matters required to be included in the Directors

Responsibility Statement to be included in the

Boards Report in terms o Clause (2AA) o Section

217 o the Companies Act, 196

- changes, i any, in accounting policies and practices

and reasons or the same

- major accounting entries involving estimates based

on eercise o judgment by the Management.

overseeing the processes or the management o

enterprise risks;

overseeing the processes or compliance with laws and

regulations;


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Recommend the appointment and re-appointment and i

required replacement or removal o the statutory auditors

and iation o audit ees;

Review related party transactions;

The Audit Committee is empowered, pursuant to its terms o

reerence, to:

Investigate any activity within its terms o reerence

Seek inormation rom the employees o the

Company

Obtain outside legal / proessional advice, i required

Secure attendance o outsiders with relevant epertise,

whenever considered necessary

tb 3: Audit Committee- meetings and attendance

S. nm f n. f n. f

n. h Mmb ms Ms

h u

h y

1 Mr. Ganapathy

Vishwanathan 2 2

2 Mr. Ganesh Acharya 2 2

Mrs. Saroja Malik 2 2

B. SHareHolderS / inVeStorS grieVance

coMMittee

The Company has ormed Shareholders / Investors Grievance

Committee. The role and objectives o the committee are as

under:

Oversee share transers and other shareholder relatedissues.

Resolve investors grievances in other areas.

During the year under review, no Shareholders / Investors

Grievance Committee meetings were held and no investor

grievances were pending or redressal as on March 1,

2009.

c. reMUneration coMMittee

The Company has set-up Remuneration Committee

consisting o three Non-Eecutive Directors. The

Company Secretary unctions as a Secretary to the

Remuneration Committee.

The broad terms o reerence o the Remuneration

Committee are as under:

Approve the remuneration and commission

/ incent ives payable to the Directors o the

Company

Such other matters as the Board may rom time

to time request the Remuneration Committee to

eamine and recommend / approve.

During the year 2008-2009 no meeting o the Remuneration

Committee was held.

iii. SUBSidiarY coMPanY

The Company does not have any Indian Subsidiary

Company. Brie details o its U.S.A. subsidiary, Genesys

Enterprises Inc. are given in the Directors Report attached

with this Annual Report.

iV. diScloSUreS

1. r Py ts

There are no materially signiicant related party

transactions o the Company which have a potential

conlict with the interests o the Company at large. The

related party transactions (as per Accounting Standard

18) o the Company in the ordinary course o business

during the year April 1, 2008 to March 1, 2009 are

reported under Note 3 o Schedule n o the financial

Statements. The same as per the provisions o Clause

9 o the Listing Agreement were placed beore the Audit

Committee o the Company. for urther details please

reer to the Notes orming a part o the Balance Sheet o

the Company.

2. au tm pp f f

sms

The Company has ollowed the proessional pronouncement

o ICAI and accounting standards as per the Companies

(Accounting Standard) Rules, 2006 in preparation o


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inancial statements o the Company and there has been

no deviation rom the aoresaid accounting standards/

pronouncement.

3. P fm pub ssu/ h ssu/ pf

ssus .

There was no public issue / right issue/ preerential issues

etc. during the year under review.

However, during the inancial year 2008-09, the Company

allotted 16,77,00 equity shares o Rs. 10/- each pursuant

to the conversion o Warrants in terms o the Scheme o

Arrangement/Demerger.

4. c f cu

The Company has a well defined policy framework,

which lays down procedures to be followed by

Directors and senior employees for ethical professional

conduct. The Code of Conduct has been laid down

for all the Board members and Senior Management

of the Company. The Board members and Senior

Management personnel have affirmed compliance with

the Companys Code of Conduct for the year 2008-

09. This code has been displayed on the Companys

website.

5. Mm dsuss ayss

There is a separate part on the Management Discussion

and Analysis in the Annual Report

6. dssu ppm -ppm

f ds

Mrs. Saroja Malik, Director o the Company shall be

retiring by rotation at the ensuing Annual General Meeting

o the Company and is eligible or re-appointment. Brie

proile o Mrs. Saroja Malik seeking re-appointment and

other relevant inormation in respect thereo is given

below :

Details o Directors seeking re-appointment in the Third

Annual General Meeting pursuant to clause 9 o the

Listing Agreement with the Stock Echanges

nm f h di Ms. Sj Mik

Nature o Resolution Re-appointment as Director

Date o Birth September 28, 197

Date o Appointment August 10, 2006

Director Identiication Number 000021

Qualiications B. Com., LL.B

Experience in speciic Legal compliance, Income Tax

unctional areas and Customs RegulationsDirectorship held in other

Companies (including foreign

Companies and Private Companies) i) Genesys International

Corporation Ltd.

ii) Genesys Worldeye Limited

iii) Genesys Enterprises

Inc. (USA)

iv) Ventura Guaranty Limited

Chairman / Member o Committees

o other Companies NilNumber o Equity Shares

held in the Company 1,20,29

Note: Pursuant to clause 9 o the Listing Agreement, only

two Committees viz. Audit Committee and Shareholders /

Investors Grievances Committee have been considered.

7. cmmu shhs

The Companys quarterly inancial results, investor

updates and other investor related inormation are

posted on the Companys website (www.giesl.com)

The quarterly inancial results o the Company are

generally published in the free Press Journal (English)

and Navshakti (Marathi). financial results and all

material inormation are also regularly provided to the

Stock Echanges as per the requirements o the Listing

Agreement.


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general MeetingS

a) Details o the last Annual General Meetings

Fii d tim li Spi

Y f h Busiss

Mi

2006-2007 November 2:0 7-A, SDf-III, NIL

28, 2007 P.M. SEEPZ,

Andheri (East),

Mumbai-00096

2007-2008 September :1 Kohinoor 1. Appointment29, 2008 P.M. Continental, o Mr. Ganesh

Andheri - Kurla Acharya

Road, Andheri as Director

(East), 2. Appointment

Mumbai- 0009. o Mr. Sajid

Malik as

Managing

Director

b) Postal BallotDuring the year the Company has not passed any special

resolution through postal ballot.

V. ceo/cFo certiFication

As required by Clause 9 o the Listing Agreement, the

CEO/CfO certiicate to the Companys Board is given

elsewhere in this report.

Vi. coMPliance

i) Mandatory requirements

The Company has complied with al l the

ap p l i cab l e m and a t o ry r eq u i r em en t s o

Clause 9 o Listing Agreement with Stock

Echange(s).

ii) C o m p l i a n c e a g a i n s t N o n - m a n d a t o r y

Requirements

1. Remuneration Committee

The Board has set-up a Remuneration

Committee to review the remuneration,

incentives and commission payable to the

Directors.

2. Shareholders Rights

The Company displays its quarterly,

hal-yearly and Annual results on its

website www.giesl.com and publishes

in widely circulated newspapers.

iii) Compliance with SEBI (Prohibition o Insider

Trading) Regulations, 2002

In compliance with these Regulations,

the Company has ormulated an Insider

Trading Code or the Designated Employees

(the employees) and Directors o the

Company or dealing in the Equity Shares

o the Company. Various orms have been

designed to receive periodical inormation

rom the employees and the Directors o

the Company, as required in terms o the

Regulations. further, the Trading Window or

dealing in the Equity Shares o the Company

is periodically closed or the Directors and

the employees o the Company as per

the Insider Trading Code in orce in the

Company.

iv) Statutory Compliance, Penalt ies and

Strictness

The Company has complied with the

requirements o the Stock Echange(s)/

SEBI and Statutory Authority(ies) on all

matters related to the capital market

since listed and admitted to dealing on the

Echange(s) w.e.. January 0, 2009. There

are no penalties or strictures imposed on the

Company by Stock Echange(s) or SEBI or

any Statutory Authority(ies) relating to the

above.


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a Shh ifm

1. rs cp off 7-A, SDf-III, SEEPZ, Andheri (East), Mumbai 00 096.

Tel. No.: +91 88 88 fa No.: +91- 2829006

Website: www.giesl.com

2. d f ip 10-08-2006

3. rs n./ cin 1671 / U7290MH2006PLC1671

4. d, tm Vu f 3

agM : Tuesday, September 29, 2009, at .1 p.m.

Kohinoor Continental, Andheri-Kurla Road,

Andheri (East), Mumbai - 00 095. F Y April 01, 2008 March 1, 2009

6. F c f 2008- 09

fourth quarter ending March 1, 2009 April 28, 2009

7. F c f 2009- 10

The tentative dates o Board Meeting or consideration o the quarterly inancial results:

first quarter ending June 0, 2009 July 0, 2009

Second quarter ending September 0, 2009 Last week o October, 2009

Third quarter ending December 1, 2009 Last week o January, 2010

fourth quarter ending March 1, 2010 Last week o April, 2010

8. th shs f h cmpy s m fw S exhsw..f. juy 30, 2009:

Bmby S exh lm

P. J. Towers, Dalal Street, fort,

Mumbai- 00 001

Scrip Code: 08

Website: www.bseindia.com

n S exh f i lm

Echange Plaza, Bandra-Kurla Comple,

Bandra (East), Mumbai -00 01

Symbol: GISOLUTION

Website: www.nseindia.com

ls fs f 2008-09 hs b p bh f nSe BSe

ISIN Number: INE06J01016

9. Shhs qus s sh

sfs sp shs .

u Sh tsf a :

Bigshare Services Private Limited, E/2, Ansa Industrial Estate, Saki-Vihar Road, Saki-Naka , Andheri (East),

Mumbai- 00072. Tel. No.: +91-22-00200, fa No.: +91-22-287207, Email: [email protected]


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10. Sh tsf Sysm:

The Share Transer work is carried out by our Share Transer Agent, the details o which are given above. The documents

are received at their oice in Mumbai and also at the Registered Oice o the Company. The share transer is carried out

within an average period o three weeks rom the date o lodging, provided all papers received are in order. for improving

the response time or completing the share transers, Share Transer Committee meetings are held as oten as required.

11. dmz f Shs quy:

As on March 1, 2009 97.62% o the total issued share capital was held in electronic orm. Details o Equity shares held

in physical and demat orm as on March 1, 2009 are given as ollows:

tb 4:

Pius n. f Shs P

Physical Mode 17909 2.8

NSDL 679806 90.0

CDSL 78 7.12

total 7511878 100

12. dsbu Shu s Mh 31, 2009:

tb 5:

Sb f Shhi Sh- % Shhi %

hs t i rs. t

Upto 000 2,882 22.88 ,,160 .90

001 10000 272 7.82 21,9,660 2.86

10001 20000 10 .7 19,,90 2.7

20001 0000 66 1.89 16,8,0 2.2

0001 0000 28 0.80 9,88,210 1.2

0001 0000 20 0.7 9,28,60 1.2

0001 100000 0 1.1 27,1,20 .66

Above 100001 9 1.12 6,02,8,70 80.21

toal 3,477 100.00 7,51,18,780 100.00

13. Shh P s Mh 31, 2009:

tb 6:

dsipi Fis numb f P

Shs

Promoters 6 ,1, 9.12

Independent

Directors &

their relatives 1,160 0.18

Mutual fund 00 0.0

Body Corporate 207 ,26,92 .69

NRIs 22 8,2,17 11.08

OCBs 1 2 0.00

Individual / Trust 211 17,89,7 2.82

Clearing Member 1 726 0.06

t 3471 75,11,878 100.00

Shareholding Pattern by Ownership

Promoters

59.12%

Mutual Fund

0.05%

Body Corporate

5.69%

NRIs

11.08%

OCBs

0.00%

Independent Directors

& their relatives

0.18%

Clearing Member

0.06

Individual/Trust

22.82%


16/68

16


14. Monthly High/ Low o the share prices on the Bombay Stock

Exchange Limited (BSE) and National Stock Exchange o India

Limited (NSE):

tb 7:

Mh BSe nSe

Hih (rs.) lw (rs.) Hih (rs.) lw (rs.)

January 2009 1.00 18.10 0.00 20.2

february 2009 1.7 6.0 .90 6.1

March 2009 6.60 .1 6.0 .1

15. ls d f rp f Pxy

Proies will be accepted upto .1 p.m. on September

27, 2009 at the Registered Oice o the Company.

oUtStanding inStrUMentS

There are no outstanding instruments / warrants as on the

date o this report

rs tsf as

for assistance regarding dematerialization o shares, share

transers, change o address or any other queries relating to

shares, please contact:

Bsh Svs Pv lm

Unit: GI Engineering Solutions Ltd

E/2, Ansa Industrial Estate,

Saki-Vihar Road, Saki-Naka,

Andheri (East), Mumbai 00 072

Telephone: 91.22.00200

facsimile: 91.22.287 207


ivss csp

Mr. Kishor Talreja

Company Secretary

gi e Sus lm

7-A, SDf III, SEEPZ, Andheri (East), Mumbai 00 096

Tel: 91.22.88 88 fa: 91.22.2829 060


[email protected]

dvpm c

Table 8: Given below are the details o Development Centres

o the Company:

dvpm c l

Mumbai 7A & 7 B, SDf-III,

SEEPZ, Andheri (East),

Mumbai-00 096

P: Mumb Sajid Malik

d: auus 10, 2009 MANAGING DIRECTOR


17/68

17


We, Mr. Sajid Malik, Managing Director and Mr. Sanjay

Vidwana, Chie financial Oicer to the best o our knowledge

and belie, certiy that:

a) We have reviewed the inancial statements and the cash

low statement o GI Engineering Solutions Limited or the

year ended March 1, 2009 and that to the best o ourknowledge and belie:

(i) These statements do not contain any materially

untrue statement or omit any material act or contain

statements that may be misleading;

(ii) These statements together present a true and air

view o the Companys aairs and are in compliance

with the eisting accounting standards, applicable

laws and regulations.

b) There are, to the best o our knowledge and belie, no

transactions entered into by the Company during the year,

which are raudulent, illegal or violation o the Companys

Code o Conduct.

c) We accept responsibility or establishing and maintaining

internal controls or inancial reporting and that we have

evaluated the eectiveness o internal control systems

o the Company pertaining to inancial reporting and

that we have disclosed to the Auditors and the Audit

Committee, deiciencies in the design or operation o

such internal controls, i any, o which we are aware andthe steps we have taken or proposing to take to rectiy

these deiciencies.

d) We have indicated to the Auditors and the Audit

Committee:

(i) Signiicant changes in internal control over inancial

reporting during the year;

Ceo/ CFo CeRtIFICAtIon unDeR ClAuSe 49 oFlIStInG AGReeMent

(ii) Signiicant changes in accounting policies during

the year and that the same have been disclosed in

the notes to the inancial statements; and

(iii) Instances o signiicant raud o which we have

become aware and the involvement therein, i

any, o the management or an employee having asigniicant role in the Companys internal control

system over inancial reporting.

Sajid Malik SanjaY VidWanS

Managing Director Chie financial Oicer

Place:Mumbai


declaration Under claUSe 49 oF tHe liSting

agreeMent

The Members o

GI Engineering Solutions Limited

Sub: Declaration under clause 9 o the Listing Agreement.

I hereby declare that all Directors and the designated

employees in the Senior Management o the Company have

airmed compliance with their Code o Conduct or the inancial

year ended March 1, 2009.

for GI ENGINEERING SOLUTIONS LIMITED

Sajid Malik

Managing Director

Place: Mumbai



18/68

18


iusy Suu & dvpms:

Over the period o time, India has emerged as one o the

avourite destinations or international companies wishing to

outsource their IT needs. These companies besides outsourcing

their IT needs also outsource their IT enable and customer care

unctions to take advantage o low cost resources available

in India. Now these international companies are outsourcing

their engineering services to companies in India, providing

Indian companies an opportunity to move up in the value

chain urther.

Global spend on engineering services outsourcing is estimated

to eceed $ 1 trillion by 2020 and Indias share in that is

estimated to be in the region o $ 0 billion.

oppus ths:

for India, engineering service outsourcing presents a

tremendous opportunity it is not only a signiicant revenue

generator, but also place India on the global innovation map.

Companies in India have developed necessary capabilities

and skills by investing in technology platorms to leverage the

opportunities. Attaining, training and retaining talent will be a

critical net step or India to maintain its current advantage.

Engineering services market is highly ragmented by industries

with automotive, aerospace, utilities telecom, etc. Traditional

engineering powerhouses like USA, Japan and Germany have

a lead in the engineering spend.

rss cs

The companys business aces risks and concerns common to

other Inormation Technology businesses. Principal among

them are:

1. fast changing technology,

2. Attracting and retaining talented human resources,

. Intense competition,

. Success in adding new customers and epanding the

To the Members o

gi e Sus lm

We have eamined the compliance o conditions o corporate

governance by GI Engineering Solutions Limited or the year

ended on 1st

March, 2009 as stipulated in Clause 9 o the

Listing Agreement entered into with the Stock Echanges.

The compliance o conditions o corporate governance is

the responsibility o the Management. Our eamination

was limited to procedures and implementation thereo,

adopted by the Company or ensuring compliance with theconditions o corporate governance. It is neither an audit

nor an epression o opinion on the inancial statements

o the Company.

In our opinion, and to the best o our inormation and according

to the eplanations given to us, and the representations

made by the Directors and the Management, we certiy that

RepoRt oF the AuDItoRS on CoRpoRAteGoVeRnAnCe

the Company has complied with the conditions o corporate

governance as stipulated in the above-mentioned Listing

Agreement.

As per the records o the Company there were no investor

grievances pending at the end o the year under report.

We urther state that such compliance is neither an assurance

as to the uture viability o the Company nor the eiciency or

eectiveness with which the Management has conducted the

aairs o the Company.

F diXit dattatraY & aSSociateS,

ch aus

d. B. diXit

P : Mumbai Proprietor

Dated : 10th

August, 2009 Membership No 002

MAnAGeMent DISCuSSIon AnD AnAlySIS


19/68

19


areas o work with eisting customers

. Uncertainties in outsourcing

6. foreign Echange Risk with Rupee strengthening

i c Sysms & th aquy

The company has in place systems and processes to

eectively control and monitor the business operations on

an on going basis. The systems encompass all areas o the

operations with ormal procedures and processes laid down

or authorizing Ependiture both capital and revenue, Sales,Human Resources development and management, Production

and Delivery etc. These are reviewed on an ongoing basis

by the top management and changes wherever required are

incorporated.

Having regard to the size and nature o the operations o the

company, the eisting internal control systems are considered

adequate and reliable

Discussion on financial Perormance with respect to

Operational Perormance

financial Year 2009 (fY09) means fiscal Year beginning April

01, 2008 and ending on March 1, 2009. The discussions and

analysis hereunder are based on our Companys consolidated

inancials or fY09.

liaBilitieS and aSSetS

Sh cp

The company has an Authrosed Equity Share Capital o Rs.800

lacs , divided into 80 lacs shares o Rs.10 each. As on March

1, 2009, Issued, Subscribed and Paid up capital stood atRs.71.19 lacs, which included 16,77,00 shares o Rs.10

each, issued during the year on conversion o Equity Share

Warrants into Equity Shares o the Company as per the Scheme

o Demerger approved by the Honorable High Court, Mumbai,

on September 07, 2007.

rsvs Supus

Reserves and Surplus mainly comprise o balances in General

Reserve and Proit & Loss Account.

Balance in Reserve & Surplus, as on March 1, 2009 stood

at Rs.2,666.7 lacs as against Rs.2,2.96 lacs as on March

1, 2008.

Su / Usu ls

Like March 1, 2008, there was no balance in Secured Loan

Account as on March 1, 2009.

Balance on account o Unsecured Loans, continues to be

at Rs. lacs as on March 1, 2009 as well as March 1,

2008.

Fx asss

The companys fied Assets comprise Computer Hardware &

Sotware, furniture and fitures, and Oice Equipments. Total

Gross fied Assets as on March 1, 2009 was Rs. 7,719.80

lacs, compared to Rs.7,718.26 lacs as on March 1, 2008.

The company ollows a straight line method o depreciation

accounting and the rates adopted or various categories o

its assets are as per the provisions o Schedule xIV o the

Companies Act, 196, barring Computers, which are written

o over a period ranging rom to years.

Suy dbs

Sundry Debtors as on March 1, 2009 were at Rs.2,8.80 lacs

as compared to Rs.1,79.77 lacs as on March 1, 2008.

csh B B

Total cash and bank balances as on 1 March 1, 2009 stood

at Rs.10.12 lacs as against Rs..1 lacs as on March 1, 2008.

Above include Rs.7.97 lacs lying in current account with aoreign bank as on March 1, 2009, compared with Rs.1.

lacs as on March 1, 2008.

ls avs

These represent cash outlays against which beneits / values

are epected in the uture and include

- Deposits or given in the normal course o the business

- Advance Income taes, including Income Ta deducted


20/68


21/68


22/68


23/68

2


16. The Company did not have any term loans outstanding

during the year.

17. On an overall eamination o the balance sheet o the

Company, we report that no unds raised on short-term

basis have been used or long term investment.

18. During the year, the Company has made preerential

allotment o shares to promoters upon conversion o

warrants. The allotment has been made in accordance

with the terms and conditions o the scheme o

demerger sanctioned by High Court, Mumbai vide order

dated 7th September, 2007.

19. The Company does not have any outstanding debentures

during the year.

20. The Company has not raised any money by public issues

during the year.

21. During the course o our audit and as eplained to us,

no raud on or by the Company has been noticed or

reported during the year to us.


ch aus

d. B. diXit

Proprietor

Membership No 002

Place: Mumbai

Dated : 10th

August, 2009


24/68

2


ParticUlarS ScHedUle aS at 31St MarcH, 2009 AS AT 1STMARCH, 2008

rs. rs Rs.

SoUrceS oF FUndS1) SHareHolderS FUndS

a) Share Capital a 75,118,780 8,,780b) Equity Share Warrants B - ,187,20c) Reserves & Surplus c 285,088,984 292,19,9

360,207,764 ,670,89

2) loan FUndS d) Usu ls 300,000 00,000

300,000 00,000

t 360,507,764 ,970,89

aPPlication oF FUndS1) FiXed aSSetS

a) Gross Block e 36,004,007 ,988,607b) Less : Depreciation / Amortisation 16,960,920 1,828,21

c) Net Block 19,043,087 21,160,922) inVeStMentS F 268,234,232 268,2,223) cUrrent aSSetS, loanS & adVanceS g

) cUrrent aSSetS(i) Sundry Debtors 22,225,345 7,829,66(ii) Cash & Bank Balances 214,601 28,216

(iii) Other Current Assets 2,096 1,98022,442,042 8,116,82

b) loanS & adVanceS 67,456,804 6,296,189,898,846 71,1,26

leSS: cUrrent liaBilitieS & ProViSionS H(i) Current Liabilities 15,623,365 6,79,069(ii) Provisions 1,045,036 98,21

16,668,401 6,87,00n cu asss 73,230,445 6,7,96

t 360,507,764 ,970,89

Sf au Ps M

ns fm p f aus n

th shus f bv fm p f h B Sh

as p u rp f v hF diXit dattatraY & aSSociateS F bhf f h B of dsCHARTERED ACCOUNTANTS

d. B. diXit Sajid Malik Saroja Malik ganaPatHY ViSHWanatHanPROPRIETOR MANAGING DIRECTOR DIRECTOR DIRECTOR

Membership No. 002 kiSHor talrejaMUMBAI, 10

thAugust, 2009 COMPANY SECRETARY

BAlAnCe SheetAS At 31St MARCh, 2009


25/68

2


ParticUlarS ScHedUle For tHe Year ended fOR THE YEAR ENDED31St MarcH, 2009 1ST MARCH, 2008

rs. rs. Rs.

incoMe

Revenue rom Operations 14,792,293 8,211,987Other Income i 3,820,577 ,6,126t 18,612,870 11,776,11

eXPenditUrePersonnel Costs j 7,871,649 ,8,70Operating and Other Costs k 1,642,238 1,90,18finance Costs l 8,803 6,086Depreciation / Amortisation 2,132,705 2,1,701t 11,655,395 8,07,67op Pf / (lss) Bf tx 6,957,475 ,718,9lss : P P ausms - (88,82)Pf / (lss) Bf tx 6,957,475 ,807,021Current Ta 393,500 0,900fringe Beneit Ta 26,800 20,900Pf / (lss) af tx 6,537,175 ,82,221Add: Opening Balance (27,527,296) (0,909,17)B B Sh (20,990,121) (27,27,296)

Earning per Share (Equity Share, par value Rs. 10 each)

Basic 0.92 1.70

Number o weighted average shares used in computing earnings per share 7,092,645 1,99,90

Diluted 0.92 1.2

Number o weighted average shares used in computing earnings per share 7,092,645 2,7,680

Sf au Ps M

ns fm p f aus n

th shus f bv fm p f h Pf & lss au

pRoFIt AnD loSS ACCountFoR the yeAR enDeD 31St MARCh, 2009

as p u rp f v hF diXit dattatraY & aSSociateS F bhf f h B of dsCHARTERED ACCOUNTANTS





26/68

26


SCheDuleSAnneXeD to AnD FoRMInG pARt oF the BAlAnCe Sheet AS At 31St MARCh, 2009

ParticUlarS aS at 31St AS AT 1STMarcH, 2009 MARCH, 2008

rs. Rs.

Shu a

SHare caPital

aUtHoriSed

8,000,000 Equity Shares (Previous Year 80,00,000) o Rs 10/- each 80,000,000 80,000,000

t 80,000,000 80,000,000

iSSUed, SUBScriBed & Paid-UP

7,11,878 (Previous Year ,8,78) Equity Shares o Rs. 10/- Each ully paid up 75,118,780 8,,780(Out o the above ,78,78 Equity Shares o Rs. 10/- each are allotted as ully

paid up to the shareholders o Genesys International Corporation Ltd. Pursuant to

the Scheme o Demerger sanctioned by the High Court, Mumbai on 7th September,

2007 and 16,77,00 Equity Shares o Rs. 10/- each issued during the year upon

conversion o Equity Share Warrants into Equity Shares as per the provisions

o Scheme o Demerger sanctioned by High Court, Mumbai, on 7th September, 2007.)

t 75,118,780 8,,780

Shu B

eQUitY SHare Warrant

Nil Equity Share Warrants (Previous Year 1,677,00) issued to the shareholders

o Genesys International Corporation Ltd. pursuant to the Scheme o Demerger - ,187,20

sanctioned by High Court, Mumbai on 7th September, 2007.

t - ,187,20

Shu c

reSerVeS & SUrPlUS

g rsv

as p s B Sh 319,666,855 19,666,8Less : Equity Shares allotted as ully paid up to the convertible warrant holders as

per the provisions o demerger scheme sanctioned by the High Court, Mumbai

on 7th September, 2007. 13,587,750 -

306,079,105 19,666,8

Pf & lss au (db B) (20,990,121) (27,27,296)

t 285,088,984 292,19,9


27/68

27



rs. Rs.

Shu d

Usu ls

rom Director 300,000 00,000

t 300,000 00,000

Shu e

FiXed aSSetS (amu rs.)

gss Bk dp / ams n Bk

Pus op a/ S / cs Up F h o Up as as

B tsf ajusm B 1.04.08 y du 31.03.09 31.03.09 31.03.08

s u s

1.04.08 h y 31.03.09

tb asss

Computer Hardware 1,92,970 1,00 - 1,90,70 1,881,90 19,802 - 1,901,72 8,628 ,00

furniture & fixtures 2,128,7 - - 2,128,7 12,18,181 2,0,726 - 1,1,907 17,776,67 19,810,19

Oice Equipments 1,666,90 - - 1,666,90 9,76 79,177 - 8,91 1,227,992 1,07,169

ib asss

Computer Sotware 268,8 - - 268,8 268,8 - - 268,8 - -

t 35,988,607 15,400 - 36,004,007 14,828,215 2,132,705 - 16,960,920 19,043,087 21,160,392

Previous Year ,99,872 8,7 - ,988,607 12,67,1 2,1,701 - 1,828,21 21,160,92 2,266,8

Shu F

inVeStMentS (at coSt)

Long Term, ully paid up

Trade Investments - UnquotedInvestment in Wholly Owned Subsidiary Company

0,60 Common Stock US $ 10 par value

in Genesys Enterprises Inc., USA 268,234,232 268,2,22

t 268,234,232 268,2,22



28/68

28



rs. Rs.

Shu gcUrrent aSSetS, loanS & adVanceS

() cUrrent aSSetS(1) Suy dbs

(Unsecured)Due or more than si monthsConsidered good 15,878,776 ,6,197Considered doubtul 1,008,971 1,008,971

16,887,747 ,,168Less : Provision or Doubtul Debts 1,008,971 1,008,971

15,878,776 ,6,197 Others - Considered good 6,346,569 ,9,9

22,225,345 7,829,66

(2) csh & B Bs(i) Cash in Hand - -(ii) Balances with Scheduled banks

In Current Accounts 178,089 29,270In fied Deposits (Margin Money) Accounts 36,512 ,96

214,601 28,216

(3) oh cu asss 2,096 1,980

t 22,442,042 8,116,82

(b) ls & avs(Unsecured - Considered good)(i) Advances recoverable in cash or in kind or 2,069,270 1,8,218

or the value to be received(ii) Prepaid Epenses 14,157 ,18(iii) Advance Ta (Net o Provisions) 872,388 98,08(iv) Loan to Other Body Corporates 64,470,989 61,16,96(v) facilities Deposits 30,000 0,000t 67,456,804 6,296,1

Shu Hcu lbs & Pvss() cu lbs

Sundry Creditors 15,544,355 6,6,01Other Liabilities 79,010 9,68

t 15,623,365 6,79,069

(b) Pvss Provision or Retirement Beneits 1,045,036 98,21

t 1,045,036 98,21



29/68

29


ParticUlarS For tHe Year fOR THE YEARended 31St ENDED 1STMarcH 2009 MARCH 2008

Shu i

otHer incoMe

Interest received (Ta deducted at source Rs. 86,0 (Previous Year Rs. 807,8) 3,820,577 ,6,126

t 3,820,577 ,6,126

Shu j

PerSonnel coStS

Salaries , Allowances & Bonus 7,432,195 ,197,28

Sta Welare 103,071 80

Contribution to Provident fund & other unds 336,383 20,86

t 7,871,649 ,8,70

Shu k

oPerating and otHer coStS

Conveyance & Traveling 286,133 12,789

Legal & Proessional fees 104,753 180,720

Communication Epenses 28,601 70,871

Miscellaneous epenses 1,197,751 17,716

Preliminary Epenses Written O - 82,088

Remuneration to Auditors

- Statutory Audit 15,000 10,000

- Ta Audit 10,000 ,000

t 1,642,238 1,90,18

Shu l

Finance coStS

Bank Charges 8,650 ,01

Interest 153 61,071

t 8,803 6,086

SCheDuleSAnneXeD to AnD FoRMInG pARt oF the pRoFIt AnD loSS ACCount FoR the yeAR

enDeD 31St MARCh, 2009


30/68


31/68

1


the asset that would have been determined (net

o amortization/depreciation) had no impairment

loss been recognized.

) Bw css

Borrowing costs directly attributable to the

acquisition o the ied assets are capitalized or the

period until the asset is ready or its intended use.

Other borrowing costs are recognized as epense

in the period in which they are incurred.

h) ivsms

Long Term Investments are stated at cost.

Provision or diminution is made, i in the opinion

o the management such a diminution is other than

temporary.

) F cuy tss

Transactions denominated in oreign currency are

recorded at rates that approimate the echange

rate prevailing on the date o the respective

transaction.

Echange dierences arising on oreign echange

transactions settled during the year are recognized

in the Proit and Loss Account o the year. Monetary

assets and liabilities in oreign currency, which are

outstanding as at the year-end, are translated at the

year end closing echange rate and the resultant

echange dierences are recognized in the Proit

and Loss Account.

The premium or discount arising at the inception

o the orward echange contracts related to

underlying receivables and payables are amortised

as an epense or income recognized over the period

o the contracts. Gains or losses on renewal or

cancellation o oreign echange orward contracts

are recognized as income or epense or the

period.

Investments in overseas Subsidiary / other

ent i t ies a re recogn i zed a t the re levant

echange rates prevail ing on the date o

Investments.

) e p Sh

In accordance with the Accounting Standard 20 (AS

20) Earning per Share issued by the Institute o

Chartered Accountants o India, basic and diluted

earnings per share is computed using weighted

average number o shares outstanding during the

year.

) tx

. cu tx

The provision or current ta is made on the basis

o ta liability computed ater considering the

admissible deductions and eemptions under

the provisions o the Income Ta Act, 1961.

. df tx

Deerred ta asset or liability is recognized

or reversible timing dierences between

the proit as per inancial statements and the

proit oered or income taes, based on ta

rates that have been enacted or substantively

enacted at the Balance Sheet date. Deerred

ta asset or liability is recognized only or those

timing dierences that originate during the ta

holiday period but reverse ater the ta holiday

period.

Deerred ta assets are not recognized unless

there is virtual certainty that suicient uture

taable income will be available against which

such deerred ta assets will be realized.

. F Bf tx

Provision or fringe Beneit Ta (fBT) is

made on the basis o epenses incurred on

employees / other epenses as prescribed

under the Income Ta Act, 1961.

) empy Bfs :

(a) Short-term employee beneits Employee

beneits payable wholly within twelve months

o rendering the service are classiied as short

term employee beneits and are recognized in


32/68


33/68


4. empy Bfs :

(I) Post-employment beneits plans

(a) Deined Contribution Plans

In respect o the deined contribution plans,

an amount o Rs. 2,90,8 (Previous Year Rs.

1,72,698) has been provided in the Proit &

Loss account or the year.

(b) Deined Beneit Plans

(i) The liability in respect o gratuity and leaveencashment is determined as per actuarial

valuation carried out as at Balance Sheet date.

The present value o the obligation under such

plan is determined using the projected unit

credit method. Actuarial gains and losses are

recognized in the Proit & Loss account or the

period in which they occur.

(ii) Principal actuarial assumptions :

Pius FY 2008-09 FY 2007-08

guiy lv guiy lv

eshm eshm

Discount Rate 6.% p.a. 6.% p.a. 8% p.a. 8% p.a.

Salary Escalation 12% p.a. 12% p.a. 8% p.a. 8% p.a.

(iii) Reconciliation o Beneit Obligation :

Pius FY 2008-09 FY 2007-08

guiy lv guiy lv

eshm eshm

rs. rs. rs. rs.

Liability at the

beginning o

the year 0,7 7,78 20,889 7,67

Interest Cost ,281 ,10 1,671 ,00

Current Service Cost 09,00 61, 6,829 2,066

Beneit Paid - 8,68 - 2,62

Actuarial (Gain)/

Loss on Obligations 182,87 (128,26) (8,916) 6,7

Amount recognised

and disclosed under

the head "Provision or

Employees Beneits ,61 99,9 0,7 7,78

(iv) Expenses recognised in the Proit & Loss Account under the head

Personnel Expenses :

Pius FY 2008-09 FY 2007-08

guiy lv guiy lv

eshm eshm

rs. rs. rs. rs.

Current Service Cost 09,00 61, 6,829 2,066

Interest Cost ,281 ,10 1,671 ,00

Net Actuarial (Gain)/

Loss recognised 182,87 (128,26) (8,916) 6,7

Expenses recognised inProit and Loss account 9,168 90,27 29,8 ,816

(v) Details o provision or employee beneits recognised in

the Balance Sheet :

Pius FY 2008-09 FY 2007-08

guiy lv guiy lv

eshm eshm

rs. rs. rs. rs.

Liability at the

end o the year ,61 99,9 0,7 7,78

fair Value o Plan

assets at the end

o the year - - - -

Dierence ,61 99,9 0,7 7,78

Amount shown in

Balance Sheet ,61 99,9 0,7 7,78

5. (a) Provision o Rs. 9,00 (Previous Year Rs.

0,900) towards Minimum Alternate Ta (MAT)

payable under section 11JB o Income Ta Act,

1961 has been made. The MAT paid by the company

over and above the normal ta payable or the

current year is allowed to be carried orward or aperiod upto net 10 years to be adjusted against

the normal ta payable, i any, in those years.

(b) In accordance with the Accounting Standard 22 (AS

22) Accounting or Taes on Income issued by

the Institute o Chartered Accountants o India which

became mandatory rom 1st April 2001, the Company

has considered the eect o timing dierences and

accordingly accounted or Deerred Ta.

The Companys operations are entitled to a ta


34/68


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12. The Company has not received any intimation rom

suppliers regarding their status under the Micro, Small

& Medium Enterprises Development Act, 2006 (said

Act) and to the best o the companys knowledge and

belie sundry creditors as at the year end do not include

outstanding dues to parties or entities covered by the

said Act.

13. The Company is engaged in the business o rendering

Engineering & IT based services. The development

and sale o such services cannot be epressed in any

generic unit. Hence, it is not possible to give

the quantitative detai ls o sales and certain

inormation as required under paragraphs , C and

D o part II o Schedule VI to the Companies

Act, 196.

14. figures or previous year have been re-grouped/re-

classiied wherever necessary to conorm to current

years presentation.

Sus Shu 'a' 'n'as p u rp f v hF diXit dattatraY & aSSociateS F bhf f h B of dsCHARTERED ACCOUNTANTS





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6


Pus F th Y e for The Year Ended31s Mh 2009 1st March 2008

Rs. Rs. Rs. Rs.

a caSH FloW FroM oPerating actiVitieSn Pf f x xy ms 6,537,175 ,82,221

Adjustments or:Depreciation and amortisation 2,132,705 2,1,701

Interest Received (3,820,577) (,6,126)

Current Ta and fringe Beneit Ta 420,300 2,800

Interest Paid 153 61,071

Preliminary Ep w/o - 82,088

(1,267,419) (98,66)

op Pf bf w p hs 5,269,756 ,28,7Adjustments or:Trade and other receivables (15,127,866) (7,28,192)

Liabilities 9,831,101 ,912,296

(5,296,765) (1,72,896)

caSH generated FroM oPerationS (27,009) 1,910,89Taes (Paid) / Reund (894,605) (1,00)net caSH FloW FroM oPerating actiVitieS (921,614) 1,89,9

B caSH FloW FroM inVeSting actiVitieS Purchase o ied assets (Including Capital Advances) (15,400) (8,7)

Interest Received 3,820,577 ,6,126Loan to Other Body Corporates (2,954,025) (61,16,96)

net caSH USed in inVeSting actiVitieS 851,152 (8,001,7)

c caSH FloW FroM Financing actiVitieS Net Proceeds / (Repayment) rom / o Unsecured Loans - 00,000

Interest Paid (153) (61,071)

Miscellaneous Ependiture - (82,088)net caSH FloW FroM Financing actiVitieS (153) (86,19)

net increaSe in caSH & caSH eQUiValentS (70,615) (6,692,7)

caSH & caSH eQUiValentS (oPening Balance) 285,216 6,977,89

caSH & caSH eQUiValentS (cloSing Balance) 214,601 28,216

This is the Cash flow statement reerred to in our report o even date.

CASh FloW StAteMentFoR the yeAR enDeD 31St MARCh, 2009

F diXit dattatraY & aSSociateS F bhf f h B of dsCHARTERED ACCOUNTANTS


Membership No. 002

kiSHor talrejaMUMBAI, 10



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9


GeneSyS enteRpRISeS InC., uSAtABle oF ContentS

Contents. .Page

Directors' Report ..........................................................................................................................38

Auditors' Report ...........................................................................................................................39

Financial Statments

Balance Sheet .............................................................................................................40

Prot & Loss Account...................................................................................................41

Schedules ....................................................................................................................42

Cash Flow Statement ..................................................................................................47


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0

GeneSyS enteRpRISeS InC. (uSA)

To.the.stockholders.of.Genesys.Enterprises.Inc,.USA

Your.Directors.are.pleased.to.present.their.Report.for.the.year.ended.March.31,.2009

Financial.Results

. . . Particulars. For.the.year.ended. For.the.year.ended.

. . . . March.31,.2009. March.31,.2008.

. . . . Amount.$. Amount.$

Gross.Revenue. 152,631. 440,994

Less:.Operating.Expenses. 235,517. 646,258

Operating Prot / (Loss) (82,886) (205,264)

Less.:.Prior.Period.Adjustments.. -. (18,582)

Current.Tax. . 8,328. 1,369

Net Prot / (Loss) (91,214) (188,051)

Dividend

Your Directors do not recommend any dividend for the year.

PerformanceDuring the year under review, the revenue of the Company declined to USD 0.15 million from USD 0.44 million in the

previous year. Consequently, the Company has posted the Net Loss of USD 0.09 million for the current nancial year.

AcknowledgementYour Directors appreciate the support extended by all its customers, employees, banks and business associates and look

forward their continued support in the coming years.

FOR.AND.ON.BEHALF.OF.THE.BOARD

SOHEL.MALIKPRESIDENT

Mumbai

Dated : 6th

August, 2009

GeneSyS enteRpRISeS InC., uSADIReCtoRS' RepoRt


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1


rePort oF tHe aUditorS to tHe SHareHolderS oF

geneSYS enterPriSeS inc. USa

1. We have audited the attached Balance Sheet o Genesys

Enterprises Inc. USA as at 1st

March 2009 and also the

Proit and Loss Account and Cash flow Statement o

the Company or the year ended on that date, anneed

thereto. These inancial statements are the responsibility

o the Companys management. Our responsibility is to

epress an opinion on these inancial statements based

on our audit.

2. We conducted our audit in accordance with the auditing

standards generally accepted in India. Those standards

require that we plan and perorm the audit to obtain

reasonable assurance about whether the inancial

statements are ree o material misstatement. An audit

includes eamining, on a test basis, evidence supporting

the amounts and disclosures in the inancial statements.

An audit also includes assessing the accounting principles

used and signiicant estimates made by management,

as well as evaluating the overall inancial statementpresentation. We believe that our audit provides a

reasonable basis or our opinion.

. Attention is invited to note no 2 & in Schedule H

regarding non provision or old accounts receivables and

notes receivable.

. Subject to our comments in the point no. above, we

report that:

a) We have obtained all the inormation and

eplanations, which to the best o our knowledge

and belie were necessary or the purposes o our

audit.

b) In our opinion, proper books o account as required

by law have been kept by the Company so ar as

appears rom our eamination o those books.

c) The Balance Sheet and the Proit and Loss Account

and Cash flow Statement dealt with by this report

are in agreement with the books o account.

d) In our opinion, the Balance Sheet and Proit and Loss

Account and Cash flow Statement dealt with by

this report comply with the Accounting Standards

reerred to in Schedule H to the Accounts.

e) In our opinion and to the best o our inormation

and according to the eplanations given to us, the

said accounts read together with the signiicant

accounting policies and notes thereon, give a true

and air view in conormity with the accounting

principles generally accepted in India:

in the case o the Balance Sheet, o the

State o Aairs o the Company as on

1st

March 2009;

in the case o the Proit and Loss Account, o

the Loss or the year ended on that date; and

in the case o the Cash flow Statement, o the

Cash flows or the year ended on that date.

F diXit dattatraY & aSSociateS

ch aus

d B diXit

Proprietor

Membership No 002

Mumbai

Dated : 6th

August, 2009

AuDItoRS' RepoRtto the ShAReholDeRS oF GeneSyS enteRpRISeS InC. uSA


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2



US $ US $ US $

SoUrceS oF FUndS

1) SHareHolderS FUndS

) cmm S a 5,506,500 ,06,00t 5,506,500 ,06,00


a) Gross Block B 669,600 669,600b) Less : Depreciation / Amortisation 669,600 668,7c) Net Block - 1,027

2) cUrrent aSSetS, loanS & adVanceS c) cUrrent aSSetS

(i) Sundry Debtors 4,228,271 ,2,77(ii) Cash & Bank Balances 15,777 ,680

4,244,048 ,28,27b) loanS & adVanceS 1,023,070 1,022,79

5,267,118 ,281,166leSS: cUrrent liaBilitieS & ProViSionS dCurrent Liabilities & Provisions 505,328 29,189

505,328 29,189n cu asss 4,761,790 ,81,977

3) ProFit & loSS deBit Balance 744,710 6,96

t 5,506,500 ,06,00

Sf au Ps & ns aus H

Shus 'a' 'H' fm p f h aus

As per our Report o even date attached

diXit dattatraY & aSSociateS F bhf f h B of dscHartered accoUntantS

d. B. diXit SoHel Malik Sajid MalikPROPRIETOR PRESIDENT DIRECTOR

Membership No. 002

MUMBAI, 6

thAugust, 2009

BAlAnCe SheetAS At 31St MARCh, 2009


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US $ US $

Shu c

cUrrent aSSetS, loanS & adVanceS

() cu asss

() Suy dbs

(Unsecured)

Due or more than si months

Considered good 4,212,911 ,212,210

Considered doubtul 283,675 28,67

4,496,586 ,9,88

Less : Provision or Doubtul Debts 283,675 28,67

4,212,911 ,212,210

Others - Considered good 15,360 2,7

4,228,271 ,2,77

() csh & B Bs

() csh H - -

(b) Bs wh Shu bs

In Current Accounts 15,777 ,680

15,777 ,680

t 4,244,048 ,28,27

(b) ls & avs

(Unsecured - Considered good)

(i) Advances recoverable in cash or in kind or or the value to be received 1,012,000 1,012,000

(ii) Prepaid Epenses 3,140 6,69

(iii) Other Current Assets 4,480 60

(iv) Other Deposits 3,450 ,0

t 1,023,070 1,022,79

Shu d

cu lbs & Pvss

Sundry Creditors 498,335 22,196

Other Liabilities 6,993 6,99

t 505,328 29,189

SCheDuleSAnneXeD to AnD FoRMInG pARt oF the BAlAnCe Sheet AS At 31St MARCh 2009


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6



US $ US $

Shu e

PerSonnel coStS

Salaries , Allowances & Bonus 221,857 80,90

t 221,857 80,90

Shu F

oPerating and otHer coStS

Legal & Proessional fees 5872 112

Communication Epenses 841 ,2

Miscellaneous Epenses 106 9,78

Rent 4,800 7,8

t 11,619 2,126

Shu g

Finance coStS

Bank Charges 1,014 817

Interest to Banks

- On Other Loans - 9

t 1,014 1,266

SCheDuleSAnneXeD to AnD FoRMInG pARt oF the pRoFIt & loSS ACCount FoR the yeAR

enDeD 31St MARCh 2009


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7


Shu H oz Summy f Sf

au Ps

Organization and Operations

Genesys Enterprises Inc. (the "Company"), a wholly owned

subsidiary o GI Engineering Solutions Limited ( the "Parent"),

was established, pursuant to the laws o the State o

New York, during 199. The Company's revenue is derived

rom computer programming outsourcing services and

customized sotware development services.

1. Summy f Sf au Ps

Revenue Recognition

Revenues rom outsourcing services and customized

sotware development are recognized as services

are rendered on a monthly basis. Revenue or sales

o the Image Scans, Inc. unit are recognized as

shipments o the goods are made. Revenue derived under

long-term contracts are recognized on the percentage-o-

completion method applying the units-o-delivery basis.

Under this method, revenue and costs are recognized

according to the ratio o units delivered to total units to

be delivered.

Use of Estimates in Financial Statements

In preparing inancial statements in conormity

with generally accepted accounting principles,

management makes estimates and assumptions that

aect the reported amounts o assets and liabilities

and disclosures o contingent assets and liabilities at

the date o the inancial statements, as well as the

reported amounts o revenues and epenses during

the reporting period. Actual results could dier rom

those estimates.

Property and Equipment

Property and equipment are carried at cost. When

assets are sold or retired, the cost and related

accumulated depreciation are eliminated rom the

accounts, and any resulting gain or loss is relected in

income or the period. The cost o maintenance and

repairs is charged to epense as incurred; signiicant

renewals and replacements, which substantially

etend the lives o the assets are capitalized.

Furniture, Fixtures and Improvements

furniture, itures and improvements are carried

at cost. The cost o maintenance and repairs is

charged to epense when incurred; signiicant renewals

and replacements, which substantially etend the useul

lives o the assets, are capitalized.

Software

Sotware is carried at cost and is being amortized overits contract lie o ive years.

Mapping Database

The mapping database is carried at cost and is being

amortized over its estimated useul lie o seven years.

Intangible Assets

Intangible assets (trade names and trademarks) which

were acquired in the acquisition o Image Scans, Inc.

are being amortized over its estimated useul lie o ive

years.

Depreciation

Depreciation is provided over the estimated useul lives

o assets using straight-line methods.

Account Receivable

The Company carries its accounts receivable at cost

less allowances or doubtul accounts. On a periodic

basis, the Company evaluates its accounts receivable

and establishes an allowance or doubtul accounts

based on a history o past write-os and collections

and current credit conditions. Accounts are written o

when deemed uncollectable.

Cash and Cash Equivalents

The Company considers highly liquid investments with

maturity o three months or less when purchased

Income Taxes

The Company is being taed as a C-corporation under

the provision o both the Internal Revenue Service

Code and State laws.

SCheDuleSnoteS to FInAnCIAl StAteMentS - MARCh 31, 2009


48/68

8


Signatures to Schedule A to HAs per our Report o even date attached

F diXit dattatraY & aaSociateS F bhf f h B of dscHartered accoUntantS


Membership No. 002

MUMBAI, 6

thAugust, 2009

2. aus vb, f w f ubfuus

The ollowing is the schedule or accounts receivable, net

o allowance or doubtul debts at March 1, 2009 and

March 1, 2008 :

Mh 31, Mh 31,

2009 2008

Accounts Receivable $ ,11,96 $ ,8,21

Less: Allowance or

Doubtul Debts $ 28,67 $ 28,67

n aus rvb $ 4,228,271 $ 4,254,746

The total accounts receivable $,228,271 net o doubtul

debt consists o receivable outstanding or years and 1

year o $,212,911, and $1,60 respectively.

3. ns rvb

As o March 1, 2009, notes receivable consist o

advances to two associates $ 00,000 and $12,000

which is outstanding since 200.

4. empy Bf Ps

The Company has adopted a 01(k) plan or the

employee beneits. Contributions to the plan are at the

discretion o Management. No contribution was done or

the year ended March 1, 2009 and or the year ended

March 1,2008.

5. r Py tss

As on March 1, 2009, $72,12 was payable to associate

enterprises. further as at March 1, 2009 and March 1,

2008, the Company owed $10,162 to one o the

principal shareholders o its Associate Enterprise.

6. im txsfederal and state income ta provision or the year ended

March 1, 2009 and March 1, 2008 is as ollows :

2009 2008

Current Ta $828 $169

7. cmm S

At March 1, 2009 the Company had 88,00 shares o

$10 par value common stock authorized, o which 0,60

shares were issued and outstanding.

8. Previous years igures have been regrouped/reclassiied

to conorm to the current years presentation.


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9


This is the Cash flow statement reerred to in our report o even date.

F diXit dattatraY & aSSociateS F bhf f h B of dscHartered accoUntantS


Membership No. 002

MUMBAI, 6

thAugust, 2009

ParticUlarS For tHe Year ended 31St fOR THE YEAR ENDED 1STMarcH 2009 MARCH 2008

US $ US $ US $ US $

a caSH FloW FroM oPerating actiVitieS Net Proit ater ta and etraordinary items (91,214) (188,01) Adjustments or:

Depreciation & Amortisation 1,027 12,276Corporation Taes 8,328 1,69

9,355 1,6Operating Proit beore working capital changes (81,859) (,06)

Adjustments or:

Trade receivables and other Current assets 26,145 71,00Liabilities 76,139 (11,2)

102,284 9,80caSH generated FroM oPerationS 20,425 ,17Taes (Paid) / Reund (8,328) (1,69)NET CASH fLOW fROM OPERATING ACTIVITIES 12,097 ,80

B caSH FloW FroM inVeSting actiVitieS Investment - -

net caSH USed in inVeSting actiVitieS - -

c caSH FloW FroM Financing actiVitieS Net Proceeds / (Repayment) rom / o Secured Loans - -

Proceeds rom Issue o Shares - -Interest Paid - -

net caSH FloW FroM Financing actiVitieS - -

net increaSe in caSH & caSH eQUiValentS 12,097 ,80caSH & caSH eQUiValentS (oPening Balance) 3,680 (12)

caSH & caSH eQUiValentS (cloSing Balance) 15,777 ,680

CASh FloW StAteMentFoR the yeAR enDeD 31St MARCh, 2009


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1


t h B f ds

gi e Sus lm.

We have audited the attached consolidated Balance Sheet

o GI Engineering solutions Limited and its Subsidiary as at

March 1, 2009, the Consolidated Proit and Loss Account,

and the Consolidated Cash flow Statement or the year

ended on that date anneed thereto. These Consolidated

financial Statements are the responsibility o the Companys

management. Our responsibility is to epress an opinion on

these inancial statements based on our audit.1. We conducted our audit in accordance with the auditing

standards generally accepted in India. Those standards

require that we plan and perorm the audit to obtain

reasonable assurance about whether the inancial

statements are ree o material misstatement. An audit

includes eamining, on a test basis, evidence supporting

the amounts and disclosures in the inancial statements.

An audit also includes assessing the accounting principles

used and signiicant estimates made by management,

as well as evaluating the overall inancial statementspresentation. We believe that our audit provides a

reasonable basis or our opinion.

2. Attention is invited to note no 6 in Schedule L regarding

non provision or diminution in the value o investment

in subsidiary company, or reasons mentioned therein.

. We report that the Consolidated financial Statements

have been prepared by the Company in accordance with

the requirements o Accounting Standard 21 (AS 21)

Consolidated financial Statements, prescribed in the

Companies (Accounting Standards) Rules, 2006 and on

the basis o the separate audited inancial statements

o GI Engineering Solutions Limited and its Subsidiary

included in the consolidated inancial statements.

. In our opinion and on the basis o the inormation and

eplanations given to us and on the consideration o

the separate audit reports on individual audited inancial

statements o GI Engineering Solutions Limited, and its

Subsidiary, we are o the opinion that the Consolidated

financial Statements give a true and air view,

(a) In the case o the Consolidated Balance Sheet, othe consolidated state o aairs o GI Engineering

Solutions Limited & its Subsidiary as at 1st

March,

2009;

(b) In the case o the Consolidated Proit and Loss

Account, o the consolidated results o operations

o GI Engineering Solutions Limited, & its Subsidiary

or the year ended on that date; and

(c) In the case o the Consolidated Cash flow

Statement, o the consolidated cash lows o GI

Engineering Solutions Limited., & its Subsidiary or

the year ended on that date.


ch aus

d. B. diXit

Proprietor

Membership No 002

Mumbai

Dated : 10th August, 2009

AuDItoRS RepoRt on ConSolIDAteDFInAnCIAl StAteMentS


52/68

2



rs. rs. Rs.

SoUrceS oF FUndS1) SHareHolderS FUndS

a) Share Capital a 75,118,780 8,,780b) Equity Share Warrants B - ,187,20c) Reserves & Surplus c 266,674,818 22,9,11

341,793,598 287,026,1

2) loan FUndSa) Unsecured Loans d 300,000 00,000

300,000 00,000t 342,093,598 287,26,1


a) Gross Block e 77,198,064 77,182,66 b) Less : Depreciation / Amortisation 48,496,352 ,928,989

c) Net Block 28,701,712 1,2,67

2) cUrrent aSSetS, loanS & adVanceS F) cUrrent aSSetS

(i) Sundry Debtors 235,879,895 17,977,21 (ii) Cash & Bank Balances 1,011,832 0,660 (iii) Other Current Assets 228,470 27,27

237,120,197 176,,16 b) LOANS & ADVANCES 118,208,631 10,689,7

355,328,828 280,12,918leSS: cUrrent liaBilitieS & ProViSionS g(i) Current Liabilities 40,891,906 2,9,821

(ii) Provisions 1,045,036 98,2141,936,942 2,02,02

n cu asss 313,391,886 26,072,866

t 342,093,598 287,26,1Sf au Ps & ns aus l

th shus f bv fm p f h B ShAs per our report o even date attached

F diXit dattatraY & aSSociateS F bhf f h B of dsCHARTERED ACCOUNTANTS

d. B. diXit Sajid Malik Saroja Malik ganaPatHY ViSHWanatHanPROPRIETOR MANAGING DIRECTOR DIRECTOR DIRECTORMembership No. 002 kiSHor talrejaMUMBAI, 10


ConSolIDAteD BAlAnCe SheetAS At 31St MARCh, 2009


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ParticUlarS aS at 31St AS AT 1ST

MarcH, 2009 MARCH, 2008

rs. Rs.

Shu d

Usu ls 300,000 00,000

t 300,000 00,000

Shu e

FiXed aSSetS (amu rs.) gss B dp / ams n B

Pus op a/ S / cs Up F h o Up as as

B tsf ausm B 1.04.08 y du 31.03.09 31.03.09 31.03.08

s u s

1.04.08 h y 31.03.09

tb asss

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GI Engineering AR-2009

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