gi engineering ar-2009
TRANSCRIPT
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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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AnnuAl RepoRt 2008-09
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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GI enGIneeRInG SolutIonS lIMIteD
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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AnnuAl RepoRt 2008-09
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
Date: August 10, 2009
AnneXuRe Ato the DIReCtoRS RepoRt
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AnnuAl RepoRt 2008-09
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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AnnuAl RepoRt 2008-09
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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GI enGIneeRInG SolutIonS lIMIteD
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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AnnuAl RepoRt 2008-09
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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GI enGIneeRInG SolutIonS lIMIteD
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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AnnuAl RepoRt 2008-09
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%
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GI enGIneeRInG SolutIonS lIMIteD
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
Email: [email protected]
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: [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
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AnnuAl RepoRt 2008-09
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
Date: August 10, 2009
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
Date: August 10, 2009
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GI enGIneeRInG SolutIonS lIMIteD
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
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AnnuAl RepoRt 2008-09
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
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AnnuAl RepoRt 2008-09
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.
F diXit dattatraY & aSSociateS,
ch aus
d. B. diXit
Proprietor
Membership No 002
Place: Mumbai
Dated : 10th
August, 2009
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GI enGIneeRInG SolutIonS lIMIteD
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
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AnnuAl RepoRt 2008-09
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
d. B. diXit Sajid Malik Saroja Malik ganaPatHY ViSHWanatHanPROPRIETOR MANAGING DIRECTOR DIRECTOR DIRECTOR
Membership No. 002 kiSHor talrejaMUMBAI, 10
thAugust, 2009 COMPANY SECRETARY
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GI enGIneeRInG SolutIonS lIMIteD
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
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AnnuAl RepoRt 2008-09
ParticUlarS aS at 31St AS AT 1STMarcH, 2009 MARCH, 2008
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
SCheDuleSAnneXeD to AnD FoRMInG pARt oF the BAlAnCe Sheet AS At 31St MARCh, 2009
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GI enGIneeRInG SolutIonS lIMIteD
ParticUlarS aS at 31St AS AT 1STMarcH, 2009 MARCH, 2008
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
SCheDuleSAnneXeD to AnD FoRMInG pARt oF the BAlAnCe Sheet AS At 31St MARCh, 2009
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AnnuAl RepoRt 2008-09
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
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AnnuAl RepoRt 2008-09
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
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AnnuAl RepoRt 2008-09
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
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AnnuAl RepoRt 2008-09
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
d. B. diXit Sajid Malik Saroja Malik ganaPatHY ViSHWanatHanPROPRIETOR MANAGING DIRECTOR DIRECTOR DIRECTOR
Membership No. 002 kiSHor talrejaMUMBAI, 10
thAugust, 2009 COMPANY SECRETARY
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6
GI enGIneeRInG SolutIonS lIMIteD
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
d. B. diXit Sajid Malik Saroja Malik ganaPatHY ViSHWanatHanPROPRIETOR MANAGING DIRECTOR DIRECTOR DIRECTOR
Membership No. 002
kiSHor talrejaMUMBAI, 10
thAugust, 2009 COMPANY SECRETARY
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9
AnnuAl RepoRt 2008-09
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
AnnuAl RepoRt 2008-09
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
GeneSyS enteRpRISeS InC. (uSA)
ParticUlarS ScHedUle aS at 31St MarcH, 2009 AS AT 1STMARCH, 2008
US $ US $ US $
SoUrceS oF FUndS
1) SHareHolderS FUndS
) cmm S a 5,506,500 ,06,00t 5,506,500 ,06,00
aPPlication oF FUndS1) FiXed aSSetS
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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AnnuAl RepoRt 2008-09
ParticUlarS aS at 31St AS AT 1STMarcH, 2009 MARCH, 2008
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
GeneSyS enteRpRISeS InC. (uSA)
ParticUlarS aS at 31St AS AT 1STMarcH, 2009 MARCH, 2008
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
AnnuAl RepoRt 2008-09
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
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8
GeneSyS enteRpRISeS InC. (uSA)
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
d. B. diXit SoHel Malik Sajid MalikPROPRIETOR PRESIDENT DIRECTOR
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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AnnuAl RepoRt 2008-09
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
d. B. diXit SoHel Malik Sajid MalikPROPRIETOR PRESIDENT DIRECTOR
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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AnnuAl RepoRt 2008-09
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.
F diXit dattatraY & aSSociateS,
ch aus
d. B. diXit
Proprietor
Membership No 002
Mumbai
Dated : 10th August, 2009
AuDItoRS RepoRt on ConSolIDAteDFInAnCIAl StAteMentS
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2
GI enGIneeRInG SolutIonS lIMIteD
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 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
aPPlication oF FUndS1) FiXed aSSetS
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
thAugust, 2009 COMPANY SECRETARY
ConSolIDAteD BAlAnCe SheetAS At 31St MARCh, 2009
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AnnuAl RepoRt 2008-09
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
Computer Hardware 12,27,07 1,00 - 12