డైరెక్టర్ల నివేదిక Fourth Generation Information Systems Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 27th Director''s Report of the Company together with the Audited Statements of Accounts for the year ended March 31,2025. The Company''s performance is summarized below:

1. Financial Summary/Highlights, Operations, State of Affairs: The performance during the period ended March 31,2025

Year Ended (Amount in Lakhs)
Particulars	31-03-2025	31-03-2024
Revenue from Operations	13.70	5.84
Other Income	2.40	2.99
Total Revenue	16.11	8.83
Expenses
Cost of operations	21.20	-
Employee benefits expense	10.47	6.20
Finance Cost	51.56
Depreciation and Amortisation expense	5.64	5.64
Other Expense	16.60	10.69
Total Expenses	105.47	22.53
Profit/(Loss) before tax	(89.36)	(13.70)
Tax Expense:
Current Tax	0.00	0.00
Deferred Tax	(4.55)	0.00
Profit/ (Loss) for the period	(84.82)	(13.70)

2. Review of operations:

The net loss for the financial year ending 31st March 2025 is Rs. 84.82 Lakhs as compared to the loss of Rs. 13.70 Lakhs in the previous financial year ending 31st March 2024.

3. Dividend:

Keeping the Company''s revival plans in mind, your Directors have decided not to recommend dividend for the financial year 2024-2025.

4. Transfer to reserves:

Since there is no surplus in Profit and Loss account, there is no transfer to general reserve or any other reserve.

5. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

6. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company''s operations in future.

7. Transfer of Amounts to Investor Education and Protection:

During the year under review, the company does not have any amount of unclaimed and unpaid dividend which is required to be transferred to the IEPF.

8. Transfer of Unclaimed Shares to Investor Education and Protection:

During the year under review, the company does not have any unclaimed shares that are required to be transferred to the Demat Account of the IEPF Authority.

9. Change in the nature of business, if any:

During the year under review, there has been no change in the nature of business of the Company.

10. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

11. Number of meetings of the board:

During the year, Six (6) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The Meetings were held on 30th May 2024, 13th August 2024, 31st August 2024, 14th November 2024, 30th November 2024 and 14th February 2025. The maximum interval between any two meetings did not exceed 120 days.

Audit Committee

There were 5 (Five) meetings held on 30th May 2024, 13th August 2024, 31st August 2024, 14th November 2024 and 14th February 2025 during the Financial Year 2024-2025.

Following are the members and the Chairperson of the Committee -till 29/11/2024:

Name	Category
Santosh Reddy Sripathi	Chairperson
Venkateswar Rao Nellutla	Member
Archana Racha	Member
W.e.f 30/11/2024
Name	Category
Santosh Reddy Sripathi	Chairperson
Kapila Tanwar	Member
Archana Racha	Member

Necessary quorum was present in all meetings. Mr. Santosh Reddy Sripathi, Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for Audit Committee under Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.

All the recommendations made by the Audit Committee of the Company have been considered and accepted by the Board of Directors of the Company.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under section 178 of the Companies Act, 2013 read with the Regulation 19 of the SEBI Listing Regulations.

Two meetings of the Nomination and Remuneration Committee were held during the year on 31st August 2024 and 30th November 2024.

Following are the members and the Chairperson of the Committee

-till 29/11/2024:

Name	Category
Archana Racha	Chairperson
Venkateswar Rao Nellutla	Member
Santosh Reddy Sripathi	Member
W.e.f 30/11/2024
Name	Category
Archana Racha	Chairperson
Kapila Tanwar	Member
Santosh Reddy Sripathi	Member

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at www.fgisindia.com.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors meets the Criteria laid down under Section 178 of the Companies Act, 2013, read with the Regulation 20 of the SEBI Listing Regulations.

There were 2 (Two) meetings held on 31st August 2024 and 14th February 2025 during the Financial Year 2024-2025

The Committee focuses on shareholders'' grievances and strengthening of investor relations. The committee looks after the services of the Registrars and Share Transfer Agents and recommends measures for providing efficient services to investors. The Committee specifically looks into investor complaints like transfer/transmission/transposition of shares and other related issues. There were no complaints pending for redressal as at 31st March, 2025.

Following are the members and the Chairperson of the Committee -till 29/11/2024:

Name	Category
Venkateswar Rao Nellutla	Chairman
Archana Racha	Member
Santosh Reddy Sripathi	Member
W.e.f 30/11/2024
Name	Category
Kapila Tanwar	Chairperson
Archana Racha	Member
Santosh Reddy Sripathi	Member

Meeting of Independent Director

The Independent Directors of the company have met separately on 14th February 2025 inter-alia, reviewed the performance of the Chairman, Non Executive Directors, Independent Directors, Non Independent Directors. The Independent Directors in the said meeting also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board to effectively and reasonably perform its duties.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 read with Regulation 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors'' Data bank

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In terms of Regulations 25 of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

12. Directors and key managerial personnel:

Following are the Directors and Key Managerial personnel of the Company as on 31st March 2025 and their changes:

Name of the Directors/Key Managerial personnel	Category	Changes
Somasekharareddy Nallappa Reddy Chittor	Chairperson and Managing Director	-
Srivenkata Ramana Tammisetti	Director	-
Venkateswar Rao Nellutla	Independent Director	Resigned from the closing of business hours w.e.f 29/11/2024

Archana Racha	Women Independent Director
Santosh Reddy Sripathi	Independent Director
Kapila Tanwar	Independent Director	Appointed w.e.f 30/11/2024
Venkateswara Prasad Ratakonda	Chief Financial Officer
Harshvardhan Barve	Company Secretary	Resigned w.e.f 01/07/2025

None of the Directors are disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Somasekharareddy Nallapa Reddy Chittor- (DIN: 02441810) is liable to retire by rotation at the ensuing 27th Annual General Meeting and being eligible, offers himself for re-appointment to the office of Director.

Mr. Venkateswar Rao Nellutla, due to increased professional preoccupations resigned as an Independent Director/Director from the closing of business hours on 29th November 2024. The board took note of the same in the board meeting held on 30th November 2024.

In the board meeting held on 30th November 2024, Ms. Kapila Tanwar as per the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director (Independent Director category) for a period of 5 years with effect from 30th November 2024 to 29th November, 2029 who shall hold office up to the date of ensuing Annual General Meeting or last date on which the Annual General Meeting should have been held, whichever is earlier. Accordingly, the resolution containing to regularize her appointment as an Independent Non-Executive Director of the Company is placed before the members in the notice of ensuing AGM.

Mr. Harshvardhan Barve, Membership Number: A67961, resigned from the post of Company secretary and Compliance officer of the Company w.e.f 01st July 2025.

Ms. Sonakshi Agarwal, Membership Number: M No. A56866 as per the recommendation of the Nomination and Remuneration Committee, was appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from the 01st September 2025.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed/ reappointed are provided as an annexure to the notice convening the AGM.

13. Opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

The Board of Directors have evaluated the Independent Directors appointed/reappointed during the year 2024-25 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

14. Borrowing from directors

The company has received amount from directors of the company of the company by way of unsecured loan.

The Director furnishes to the company a declaration in writing that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others. The details of borrowings are provided in the notes to the financial statement.

15. Board evaluation:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2024-25 in accordance with the framework.

16. Corporate governance:

As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the compliances with corporate governance provisions as specified in Regulations 17 to 27 are applicable to the Company only if it''s paid up Capital exceeds Rs. 10 Crores and if Net worth is above Rs. 25 Crores.

The following are the Paid up Capital and Networth details of the Company
S. No.	Particulars	Amount as on 31.03.2025 (Rupees)	Amount as on 31.03.2024 (Rupees)	Amount as on 31.03.2023 (Rupees)
1	Paid up Capital	3,55,00,000	3,55,00,000	3,55,00,000
2	Net worth	(1,38,78,481.72)	(53,96,675)	(40,27,006)

Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR) Regulations are not applicable to the Company.

In light of the above, Corporate Governance Report is not applicable to the Company during the period under review. Therefore, the Company is not required to obtain Annual Secretarial Compliance report pursuant to regulation 24A of SEBI (LODR) Regulations.

17. Management discussion and analysis report:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report.

18. Web Link of Annual Return, if any

Annual Return is hosted on website of the company. Further, the copy of Annual Return (e-form MGT-7) is being placed at registered office of the Company and is being filed on MCA site with Registrar of Companies and which will be further available for public inspection at www.mca.gov.in.

19. Share Capital

During the year under review, there were no changes in the share capital of the Company.

The Share Capital of the Company as on March 31, 2025 was as follows:

The authorized capital of the company stands at Rs. 12,95,00,000/-divided into 1,29,50,000 equity shares of Rs.10/- each.

The Issued, Subscribed and Paid Up Capital of the company at Rs. 3,55,00,000/- divided into 35,50,000 equity shares of Rs.10/- each.

20. Information about the financial performance / financial position of the subsidiaries / associates:

The company does not have any subsidiaries/Associate companies as on 31st March 2025.

21. Director’s responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Internal auditors:

M/s Ganta & Co, Chartered Accountants (FRN: 018068S) is the Internal Auditor of the Company.

23. Statutory audit and auditors’ report:

M/s. Gorantla & Co, Chartered Accountants (Firm Registration No. 016943S), was appointed as the Statutory Auditors of the Company for the first term of 5(five) consecutive years to hold office from the conclusion of 26th Annual General Meeting until the conclusion of the 31st Annual General Meeting

M/s. Gorantla & Co, is a peer reviewed Chartered Accountancy Firm registered with Institute of Chartered Accountants of India with (Firm registration Number 016943S). The Firm specializing in Finance, Accounting, Taxation and Assurance & Auditing, Corporate Law Practices, set-forth with a zeal to cater to the Finance, Accounting, Taxation and Corporate needs of clients in the emerging corporate arena and to provide assurance, advisory, secretarial, tax and management consulting services to clients.

Further, the firm have confirmed that the appointment is within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be appointed or continue as the Statutory Auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed thereunder.

The Auditors'' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark except below point:

Qualification: The Company has taken loans from private parties but has defaulted in repayment of principal and interest.

Management reply: The Company acknowledges that certain loans were obtained from private parties in contravention of applicable provisions of the Companies Act, 2013, due to inadvertent oversight. Delays in repayment occurred due to cash flow constraints. One of the lenders has initiated proceedings before the Hon''ble NCLT as a financial creditor, and the Company will address payments in accordance with the outcome of the said proceedings. Necessary steps are being taken to ensure future compliance

The Auditors'' Report is enclosed with the financial statements in this Annual Report.

The Company has received audit report with unmodified opinion for standalone audited financial results of the Company for the Financial Year ended March 31,2025 from the statutory auditors of the Company.

24. Secretarial Auditor & Audit Report:

Pursuant to Regulation 24A of the Listing Regulations read with provisions of section 204 of the Companies Act, 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is mandated that everylisted entity and its material unlisted subsidiaries undertake a Secretarial Audit.

In alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisionsof the Companies Act, 2013 regarding Secretarial Audit andappointment of Secretarial Auditor, the Board of Directors ofyour Company based on the recommendations of the Audit Committee approvedand recommended to the Shareholders for their approval, appointment of Ms. Neha Pamnani, a peer reviewed Company Secretary in whole time practice, as the Secretarial Auditor of the Company for a term of 5 consecutive years starting from 1st April, 2025 to 31st March, 2030.

Ms. Neha Pamnani has confirmed that she is not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit for the financial year ended March 31, 2025 was carried out by Ms. Neha Pamnani, a peer reviewed Company Secretary in Wholetime Practice,. The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the below:

a) Qualification: The company has not been making payment of ACF from the financial year 2015-2016, hence the benpose has been stopped by NSDL. Also the trading is restricted due to GSM.

Management Reply:

The company in the process of completing the Compliances and settling the amount dues to NSDL asap.

b) Qualification: The Company has obtained loans in contravention of applicable provisions of Companies Act 2013, from private parties and also has defaulted in repayment of principal and interest.

Management Reply: The Company acknowledges that certain loans were obtained from private parties in contravention of applicable provisions of the Companies Act, 2013, due to inadvertent oversight. Delays in repayment occurred due to cash flow constraints. One of the lenders has initiated proceedings before the Hon''ble NCLT as a financial creditor, and the Company will address payments in accordance with the outcome of the said proceedings. Necessary steps are being taken to ensure future compliance.

25. Secretarial standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

26. No Frauds reported by statutory auditors

During the Financial Year 2024-2025, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

27. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL28. Corporate social Responsibility Policy:

The Company was not required to constitute Corporate Social Responsibility (CSR) Committee as the company has not met any of the thresholds mentioned in section 135 of the Companies Act, 2013 during the financial year under review. Hence, reporting about the policy on Corporate Social Responsibility and initiative taken are not applicable to the company.

29. Particulars of loans, guarantees or investments:

The company has not given loans, Guarantees or made any investments during the year under review.

30. Listing Of Equity Shares

Your company shares are listed with the Bombay Stock Exchange of India Limited.

31. Cost records and cost audit:

The company is not required to maintain cost records as specified by the central government under sub section (1) of section 148 of the Companies Act, 2013.

32. Disclosure of internal financial controls:

The Company has in place adequate internal control systems, which commensurate with its size, nature of business and complexity of its operations and are designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguard for assets, internal control over financial reporting, and compliance with applicable laws and regulations. Internal audit function evaluates the adequacy of and compliance with policies, plans, regulatory and statutory requirements.

The Internal Auditors directly report to the Board''s Audit Committee, thus ensuring the independence of the process. It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken.

33. Risk management policy:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

34. Particulars of Employees & Employee relations:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

35. Industry based disclosures as mandated by the respective laws governing the company:

The Secretarial audit report for the financial year 2024-2025 has briefed on compliance of industry-based disclosures and concerned laws governing the company.

36. Vigil mechanism:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

37. Insider Trading Regulations

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. This Code is displayed on the Company''s website viz.www.fgisindia.com.

38. Declaration of Compliance of Code of Conduct:

The Company has adopted a Code of Business Conduct and Ethics (the Code) which applies to all the employees and Directors of the Company. Under the Code, it is the responsibility of all the employees and directors to familiarize themselves with the code and comply with its standards and that the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year 2024-25. A Declaration in this regard is herewith attached with this annual report

39. Prevention of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at www.fgisindia.com.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual harassment.

The details of Complaints are mentioned below:

Number of Complaints received during the financial year 2024-25: NIL

Number of Complaints disposed of during the financial year 2024-25: NIL

Number of Complaints pending as on 31st March, 2025: NIL

40. Particulars of contracts or arrangement with related parties:

All the transaction happened with related parties were on arm length basis and ordinary course of business. Further there were no related party transactions happened during the year 2024-2025.

41. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme referred to in this Report.

42. The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

Not Applicable

43. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

Not Applicable

44. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

45. Reconciliation of Share Capital Audit

As required by the SEBI Listing Regulations, quarterly audit of the Company''s share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.

The Practicing Company Secretary''s Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.

46. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 26th Director’s
Report of the Company together with the Audited Statements of Accounts for
the year ended March 31,2024. The Company’s performance is summarized
below:

1. Financial Summary/Highlights, Operations, State of Affairs: The
performance during the period ended March 31,2024

Year Ended (Amount in Lakhs

Particulars	31-03-2024	31-03-2023
Revenue from Operations	5.84	0.00
Other Income	2.99	0.00
Total Revenue	8.83	0.00
Expenses
Purchase of Stock-in-trade	0	0.00
Employee benefits expense	6.20	1.20
Depreciation and Amortisation expense	5.64	5.06
Other Expense	10.68	9.38
Total Expenses	22.52	15.64
Profit/(Loss) before tax	(13.69)	(15.64)
Tax Expense:
Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Profit/ (Loss) for the period	(13.69)	(15.64)

2. Review of operations:

The net loss for the financial year ending 31st March 2024 is Rs. 13.69
Lakhs as compared to the loss of Rs. 15.64 Lakhs in the previous
financial year ending 31 st March 2023.

3. Dividend:

Keeping the Company''s revival plans in mind, your Directors have
decided not to recommend dividend for the financial year 2023-2024.

4. Transfer to reserves:

Since there is no surplus in Profit and Loss account, there is no transfer to
general reserve or any other reserve.

5. Material changes & commitment affecting the financial position of
the company:

There have been no material changes and commitments affecting the
financial position of the Company which have occurred during the end of
the Financial Year of the Company to which the financial statements
relate and the date of the report.

6. Significant & material orders passed by the regulators or courts or
tribunals:

No significant or material orders have been passed against the Company
by the Regulators, Courts orTribunals, which impacts the going concern
status and company’s operations in future.

7. Transferof Amounts to Investor Education and Protection:

During the year under review, the company does not have any amount of
unclaimed and unpaid dividend which is required to be transferred to the
I EPF.

8. Transfer of Unclaimed Shares to Investor Education and
Protection:

During the year under review, the company does not have any unclaimed
shares that are required to be transferred to the Demat Account of the
IEPF Authority.

9. Change in the nature of business, if any:

During the year under review, there has been no change in the nature of
business of the Company.

10. Deposits from public:

The Company has not accepted any public deposits during the Financial
Year ended March 31, 2024 and as such, no amount of principal or
interest on public deposits was outstanding as on the date of the balance
sheet.

During the year, Six (6) meetings of the Board of Directors of the
Company were convened and held in accordance with the provisions of
the Act. The Meetings were held on 03rd April 2023,29th May 2023, 14th
August 2023,30th August 2023,14th November 2023 and 14th February
2024. The maximum interval between any two meetings did not exceed
120 days.

Audit Committee

There were 5 (Five) meetings held on 29th May 2023, 14th August 2023,30th
August 2023, 14th November 2023 and 14th February 2024 during the
Financial Year 2023-2024

Following are the names of the members and the Chairperson of the
Committee:

Name	Category
Santosh Reddy Sripathi	Chairperson
Venkateswar Rao Nellutla	Member
Archana Racha	Member

Necessary quorum was present in all meetings. Mr. Santosh Reddy Sripathi,
Chairman of the Audit Committee attended the last Annual General Meeting
(AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for
Audit Committee under Regulation 18 of SEBI Listing Regulations and
Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.

All the recommendations made by the Audit Committee of the Company have
been considered and accepted by the Board of Directors of the Company.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors
meets the criteria laid down under section 178 of the Companies Act, 2013
read with the Regulation 19 of the SEBI Listing Regulations.

Two meetings of the Nomination and Remuneration Committee were held
during the year on 03rd April 2023 and 30th August 2023.

Following are the names of the members and the Chairman of the
Committee:

Name	Category
Archana Racha	Chairperson
Venkateswar Rao Nellutla	Member
Santosh Reddy Sripathi	Member

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and
remuneration policy of the Company which lays down the criteria for
determining qualifications, competencies, positive attributes and
independence for appointment of Directors and policies of the Company
relating to remuneration of Directors, KMP and other employees is available
on the Company’s website atwww.fgisindia.com.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors
meets the Criteria laid down under Section 178 of the Companies Act, 2013,
read with the Regulation 20 of the SEBI Listing Regulations.

There were 2 (Four) meetings held on 30th August 2023 and 14th February
2024 during the Financial Year2023-2024

The Committee focuses on shareholders’ grievances and strengthening of
investor relations. The committee looks after the services of the Registrars
and Share Transfer Agents and recommends measures for providing efficient
services to investors. The Committee specifically looks into investor
complaints like transfer/transmission/transposition of shares and other
related issues. There were no complaints pending for redressal as at 31st
March, 2024.

Following are the names of the members and the Chairperson of the
Committee.

Name	Category
Venkateswar Rao Nellutla	Chairman
Archana Racha	Member
Santosh Reddy Sripathi	Member

The Independent Directors of the company have met separately on 14th
February 2024 inter-alia, reviewed the performance of the Chairman, Non
Executive Directors, Independent Directors, Non Independent Directors. The
Independent Directors in the said meeting also assessed the quality, quantity
and timeliness of flow of information between the Company Management and
the Board to effectively and reasonably perform its duties.

The Company has received declarations from all the Independent Directors
of the Company confirming that they meet with criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16 read with Regulation 25 of the Listing
Regulations.

The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company’s Code of Conduct.

In terms of Regulations 25 of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent
judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and Committee(s).

12. Directors and key managerial personnel:

Following are the Directors and Key Managerial personnel of the
Comnanvason 31 st March 2024:

Name of the Directors/Key Managerial personnel	Category
Somasekharareddy Nallappa Reddy Chittor	Chairperson and Managing Director
Srivenkata Ramana Tammisetti	Director
Venkateswar Rao Nellutla	Independent Director
Archana Racha	Women Independent Director
Santosh Reddy Sripathi	Independent Director
Venkateswara Prasad Ratakonda	Chief Financial Officer
Harshvardhan Barve	Company Secretary

None of the Directors are disqualified from being appointed or holding office
as Directors, as stipulated underSection 164ofthe Companies Act, 2013.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr.
Srivenkata RamanaTammisetti- (DIN: 03195303) is liable to retire by rotation
at the ensuing 26th Annual General Meeting and being eligible, offers himself
for re-appointment to the office of Director.

In the board meeting held on 14th February 2023, Mr. Santosh Reddy Sripathi
as per the recommendation of the Nomination and Remuneration Committee
was appointed as an Additional Director (Independent Director category) for a
period of 5 years with effect from 14th February, 2023 up to 13th February
2028. Accordingly, his appointment as Director was regularized by the
members in the Annual General Meeting held on 29th September2023.

In the board meeting held on 03rd April 2023, Mr. Harshvardhan Barve,
Membership Number: A67961, as per the recommendation of the Nomination
and Remuneration Committee, was appointed as Company Secretary and
Compliance Officer (Key Managerial Personnel) of the Company with effect
from the 03rd April, 2023.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2
on General Meetings issued by ICSI, brief particulars of the directors
proposed to be appointed/ reappointed are provided as an annexure to the
notice convening theAGM.

13. Opinion of the board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors
appointed during the year.

The Board of Directors have evaluated the Independent Directors
appointed during the year 2023-24 and opined that the integrity,
expertise, and experience (including proficiency ) of the Independent
Directors is satisfactory.

14. Board evaluation:

Pursuant to applicable provisions of the Companies Act, 2013 and the
Listing Regulations, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework containing, inter-
alia, the criteria for performance evaluation of the entire Board of the
Company, its Committees and individual Directors, including
Independent Directors. The framework is monitored, reviewed and
updated by the Board, in consultation with the Nomination and

Remuneration Committee, based on need and new compliance
requirements.

The annual performance evaluation of the Board, its Committees and
each Director has been carried out for the financial year 2023-24 in
accordance with the framework.

15. Corporate governance:

As per the provisions of 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the
compliances with corporate governance provisions as specified in
Regulations 17 to 27 are applicable to the Company only if it’s paid up
Capital exceeds Rs. 10 Crores and if Net worth is above Rs. 25 Crores.

The following are the Paid up Capital and Networth details of the Company

s. No.	Particulars	Amount as on 31.03.2024 (Rupees)	Amount as on 31.03.2023 (Rupees)	Amount as on 31.03.2022 (Rupees)
1	Paid up Capital	3,55,00,000	3,55,00,000	3,55,00,000
2	Net worth	(53,96,675)	(40,27,006)	(24,63,120)

Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR)
Regulations are not applicable to the Company.

In light of the above, Corporate Governance Report is not applicable to the
Company during the period under review.

16. Management discussion and analysis report:

In terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management''s discussion and
analysis is set out in this Annual Report.

17. Web Link of Annual Return, if any

Annual Return is hosted on website of the company.

18. Share Capital

During the year under review, there were no changes in the share capital
of the Company.

The Share Capital of the Company as on March 31,2024 was as follows:

The authorized capital of the company stands at Rs. 12,95,00,000/-
divided into 1,29,50,000 equity shares of Rs. 10/- each.

The Issued, Subscribed and Paid Up Capital of the company at Rs.
3,55,00,000/-divided into 35,50,000 equity shares of Rs. 10/- each.

19. Information about the financial performance / financial position of
the subsidiaries / associates:

The company does not have any subsidiaries/Associate companies as
on 31st March 2024.

20. Director’s responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting

standards have been followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial yearand of the profit of the Company
forthat period;

iii. the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern
basis;

v. the directors had laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;

vi. the directors had devised propersystems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.

21. Internal auditors:

M/s Ganta & Co, Chartered Accountants (FRN: 018068S) is the Internal
Auditor of the Company.

22. Statutory audit and auditors’ report:

M/s. NSVR &Associates LLP, Chartered Accountants (Firm Registration
No. 008801S/S200060) was re-appointed as the Statutory auditors of
the company at the 23rd Annual General Meeting of the company to hold
office for a term of three years from the conclusion of 23rd Annual
General Meeting until the conclusion of 26th Annual General Meeting of
the Company. Accordingly, M/s. NSVR & Associates LLP is completing
their present term at the conclusion of the ensuing 26th AGM of the
Company.

Therefore, the Board of Directors of the Company, on basis of the
recommendations of the Audit Committee and after evaluating and
considering various parameters viz., capability, team size, experience,
clientele served, technical knowledge and independence, approved and
recommends to the members the appointment of M/s. Gorantla & Co,
Chartered Accountants (Firm Registration No. 016943S), as the
Statutory Auditors of the Company for the first term of 5(five) consecutive
years to hold office from the conclusion of 26th Annual General Meeting
until the conclusion of the 31 st Annual General Meeting.

M/s. Gorantla & Co, is a peer reviewed Chartered Accountancy Firm
registered with Institute of Chartered Accountants of India with (Firm
registration Number 016943S). The Firm specializing in Finance,
Accounting, Taxation and Assurance & Auditing, Corporate Law
Practices, set-forth with a zeal to cater to the Finance, Accounting,
Taxation and Corporate needs of clients in the emerging corporate arena
and to provide assurance, advisory, secretarial, tax and management
consulting services to clients.

Further, the firm have consented to their appointment as the Statutory
Auditors and have confirmed that the appointment, if made, would be
within the limits specified under Section 141 (3)(g) of the Act and that they
are not disqualified to be appointed as the Statutory Auditors in terms of
the provisions of Section 139 and 141 of the Act and the Rules framed
thereunder.

The Auditors’ Report for fiscal 2024 does not contain any qualification,
reservation or adverse remark. The Auditors'' Report is enclosed with the
financial statements in this Annual Report. The Company has received
audit report with unmodified opinion for standalone audited financial
results of the Company forthe Financial Yearended March 31,2024 from
the statutory auditors of the Company.

23. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, based upon the recommendations of the Audit Committee,
the Board of Directors had appointed Ms. Neha Pamnani, Company
Secretary in Wholetime Practice, as the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for financial year ended
March 31,2024.

The Secretarial Audit was carried out by Ms. Neha Pamnani, Company
Secretary in Wholetime Practice, for the financial year ended March 31,
2024. The Report given by the Secretarial Auditor is annexed herewith
and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark except the below:

The company has not been making payment of ACF from the financial
year 2015-2016, hence the benpose has been stopped by NSDL. Also
the trading is restricted due to GSM.

Management Reply:

The company in the process of completing the Compliances and settling
the amount dues to NSDLasap.

24. Secretarial standards:

The company is in compliance with Secretarial Standards issued by The
Institute of Company Secretaries of India on Meetings of the Board of
Directors and General Meetings.

25. No Frauds reported by statutory auditors

During the Financial Year 2023-2024, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no
detail is required to be disclosed under section 134(3) (ca) of the
CompaniesAct, 2013.

26. Conservation of energy, technology absorption and foreign
exchange outgo:

The required information as per Sec.134 of the Companies Act 2013 is
provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by
using energy efficient computers and purchase of energy efficient
equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go: Foreign Exchange
Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL

27. Corporate social Responsibility Policy:

The Company was not required to constitute Corporate Social
Responsibility (CSR) Committee as the company has not met any of the
thresholds mentioned in section 135 of the Companies Act, 2013 during
the financial year under review. Hence reporting about the policy on
Corporate Social Responsibility and initiative taken are not applicable to
the company.

28. Particulars of loans, guarantees or investments:

The company has not given loans, Guarantees or made any investments
during the year under review.

29. Listing Of Equity Shares

Your company shares are listed with the Bombay Stock Exchange of
India Limited.

30. Cost records and cost audit:

The company is not required to maintain cost records as specified by the
central government under sub section (1) of section 148 of the
CompaniesAct, 2013.

31. Disclosure of internal financial controls:

The Company has in place adequate internal control systems, which
commensurate with its size, nature of business and complexity of its
operations and are designed to provide a reasonable degree of
assurance regarding the effectiveness and efficiency of operations, the

adequacy of safeguard for assets, internal control over financial
reporting, and compliance with applicable laws and regulations. Internal
audit function evaluates the adequacy of and compliance with policies,
plans, regulatory and statutory requirements.

The Internal Auditors directly report to the Board’s Audit Committee, thus
ensuring the independence of the process. It also evaluates and
suggests improvement in effectiveness of risk management, controls
and governance process. The Audit committee and Board provides
necessary oversight and directions to the Internal audit function and
periodically reviews the findings and ensures corrective measures are
taken.

32. Risk management policy:

Your Company follows a comprehensive system of Risk Management.
Your Company has adopted a procedure for assessment and
minimization of probable risks. It ensures that all the risks are timely
defined and mitigated in accordance with the well-structured risk
management process.

33. Particulars of Employees & Employee relations:

Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of the
Company.

None of the employees of your Company is in receipt of remuneration
requiring disclosure pursuant to the provisions of Section 134(3) (q) of
the Companies Act, 2013 read with Rule 5(2) the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence, no such particulars in this regard are annexed.

34. Industry based disclosures as mandated by the respective laws
governing the company:

The Secretarial audit report for the financial year 2023-24 has briefed on
compliance of industry-based disclosures and concerned laws
governing the company.

35. Vigil mechanism:

Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company.

36. Insider Trading Regulations

The Company has adopted an ‘Internal Code of Conduct for Regulating,
Monitoring and Reporting of Trades by Insiders (“the Code”) in
accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015 (The PIT Regulations). The Code is applicable to all Directors and
such Designated Employees and other connected persons who are
expected to have access to unpublished price sensitive information
relating to the Company. The Company Secretary is the Compliance
Officer for monitoring adherence to the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Company has also formulated The
Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)'' in compliance with the PIT
Regulations. This Code is displayed on the Company’s website
viz.www.fgisindia.com.

37. Declaration of Compliance of Code of Conduct:

The Company has adopted a Code of Business Conduct and Ethics (the
Code) which applies to all the employees and Directors of the Company.
Under the Code, it is the responsibility of all the employees and directors
to familiarize themselves with the code and comply with its standards and
that the Board of Directors and Senior Management Personnel of the
Company have affirmed compliance with the Code of Conduct of the
Company for the year 2023-24. A Declaration in this regard is herewith
attached with this annual report

38. Prevention of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at workplace
and has adopted a Policy on Prevention, Prohibition, and Redressal of
Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH
Act’) and the Rules made thereunder. With the objective of providing a
safe working environment, all employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The policy is available
on thewebsiteatwww.fgisindia.com.

As per the requirement of the POSH Act and Rules made thereunder, the
Company has constituted an Internal Committee at all its locations
known as the Prevention of Sexual Harassment (POSH) Committees, to
inquire and redress complaints received regarding sexual harassment.

During the year under review, there were no Complaints pertaining to
sexual harassment.

39. Particulars of contracts or arrangement with related parties:

The company does not have any transactions with related parties as falls
under the scope of Section 188(1) of the Act read with relevant rules.

40. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect
of the following items as there were no transactions on these items during
the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or
otherwise.

b. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme referred to in this Report.

41. The details of application made or any proceeding pending under
the insolvency and bankruptcy code, 2016 (31 of 2016) during the
year alongwith their status as at the end of the financial year.

NotApplicable

42. The details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from
the banks orfinancial institutions along with the reasons thereof

NotApplicable

43. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from the investors, customers,
business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thanks the employees at
all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is
determined to poise a rapid and remarkable growth in the year to come.

By order of the Board of Directors
For Fourth Generation Information Systems Limited

Sd/-

C. N. Somasekhara Reddy

Date: 31st August 2024 Managing Director

Place: Hyderabad DIN: 02441810

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Mar 31, 2014

Dear Members,

We have pleasure in presenting the 16th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS AND OPERATIONS:

The operating results for the year are as follows:

(Rupees in Lakhs)

Particulars 2013-2014 2012-2013

Income 43.51 66.28

Expenditure 65.71 72.37

Profit/(Loss) before tax (22.20) (6.09)

OPERATIONS:

During the year 2013-14, the Company had a turnover of Rs. 43.51 lakhs against which the Company incurred a net loss of Rs. 22.20 lakhs as compared to the turnover of Rs. 66.28 Lakhs and a net loss of Rs. 6.09 Lakhs in the previous year 2012-13.

DIVIDEND:

Your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on the BSE Limited and Ahmedabad Stock Exchange Limited.

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs.12,95,00,000 divided into 1,29,50,000 equity shares of Rs. 10/- each. Paid up capital of the company stands at Rs.3,55,00,000 divided Into 35,50,000 equity shares of Rs. 10/- each.

SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

Pursuant to the notification of Section 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. K. Sudheer, K. Santosh Reddy and Mr. C. N. Mallikarjuna Reddy as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. K. Sudheer, K. Santosh Reddy and Mr. C. N. Mallikarjuna Reddy are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 16th Annual General Meeting.

In accordance with the Companies Act, 2013, Mr. T. Srivenkata Ramana retires by rotation and is eligible for reappointment and your Board recommends the re-appointment of the Director above said.

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

COMPLIANCE CERTIFICATE:

Your company has obtained a secretarial compliance certificate under proviso to subsection (1) of Section 383A of Companies Act, 1956 from M/s. S.S.Reddy & Associates, Practicing company secretary which forms part of this report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

The required information as per Section 217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

The Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under Section 217 (2A). Therefore, the disclosures required to be made under Section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of conduct has also been placed on the website the company. A declaration signed by the Managing Director is given elsewhere in the Annual report.

AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co., as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board of Fourth Generation Information Systems Limited

Sd/- Place: Hyderabad C. N. Somasekhar Reddy Date: 12.08.2014 Managing Director (DIN: 02441810)

---

Mar 31, 2010

The Directors have pleasure in presenting the Twelfth Annual Report on the business and operations of your company and the Audited Financial Results for the year ended on 31st March 2010.

FINANCIAL HIGHLIGHTS FOR THE YEAR 2009-10:

The Operating results for the year are as follows:

(Rs in Lakhs)

Particulars 31-03- 2010 31-03-2009

Total Income 3.51 2.17

Profit/(Loss) before Interest and (0.36) (1.26) depreciation Less:

Interest and Financial Charges - -

Depreciation and other Write-offs 2.31 2.57

Profit/(Loss) before tax (2.67) (3.83) Provision for current tax and deferred tax (4.36) -

Profit/(Loss) after Tax (7.03) (3.83)

Add: Balance brought forward (171.15) (167.32)

Balance Carried forward (178.18) (171.15)

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS:

The management, after due deliberations has decided to explore new avenues for revenue generation such as Training, Development and other IT services to various industries. During the financial year the company could not perform well due to some reasons which were beyond the control of management and also due to financial constraints. However, the management is hoping for the positive changes in the current fiscal year.

DIVIDEND:

Your Directors do not recommend any Dividend for the current Financial Year- 2009-10.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE:

The Companys Audit Committee comprised of three Directors viz. Mr. K. Sudheer (Managing Director), Mr. Sambasiva Rao Adapa {Director) and Mr. P. Veeraiah (Director)

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

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 217(1)(e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed to and forms part of this Report.

DIRECTORS:

During the year Mr. Sambasiva Rao Adapa retires by rotation, being eligible offered himself for reappointment.

During the year Mr. A. Ramesh Babu, Mr. T.Srivenkata Ramana and Mr. C.N.Somasekhara Reddy were appointed as additional directors w.e.f. 31.07.2010.

PARTICULARS OF EMPLOYEES:

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s. G. Narasimha Rao & Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and they have not opted for reappointment. The Board proposed to appoint M/s M.M.Reddy & Co., Chartered accountants as Statutory Auditors of the Company.

PARTICULARS OF EMPLOYEES:

There are no employees, whose particulars are required to be furnished under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: During the current year, your Directors continued adopting the code of Corporate Governance. A separate report on the Corporate Governance and Management Discussion and Analysis is attached as part of the Annual Report. An Auditors Certificate regarding compliance of conditions of Corporate Governance is also annexed.

LISTING:

The Companys present Equity shares are listed in Bombay Stock Exchange, Ahmedabad Stock Exchange and Hyderabad Stock Exchange (derecognized by SEBI).

ACKNOWLEDGEMENT:

Directors wish to place on record their deep appreciation of the services rendered by the staff for the smooth functioning during the year. They also express their thankfulness to both Central and State Government authorities for their cooperation, bankers to the Company, and all of its employees.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, K. Sudheer, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board

Sd/- Sd/-

Place : Hyderabad K. Sudheer P. Veeraiah

Date : September 01, 2010 Managing Director Director

---

Mar 31, 2009

The Directors have pleasure in presenting the Eleventh Annual Report on the business and operations of your company and the Audited Financial Results for the year ended on 31st March, 2009.

FINANCIAL HIGHLIGHTS FOR THE YEAR 2008-09:

The Operating results for the year are as follows:

(Rs in Lakhs)

Particularsr 31-03-2009 31-03-2008

Total Income 2.17 3.77

Profit/(Loss) before Interest and depreciation (1.26) 0.12

Less - -

Interest and Financial Charges - -

Depreciation and other Write-offs 2.57 2 57

Profit/(Loss)before tax (3.83) (2.45)

Provision for current tax and deferred tax - -

Profit/(Loss) after Tax (3.83 (2.45)

Add: Balance brought forward (167.32) (164.87) Balance Carried forward (171.15) (167.32)

Review of Performance and business prospects:

The management, after due deliberations has decided to explore new avenues for revenue generation such as Training, Development and other IT services to various industries. During the financial year the company could not perform well due to some reasons which were beyond the control of management and also due to financial constraints. However, the management is hoping for the positive changes in the current fiscal year.

DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE:

During the year the Companys Audit Committee comprised of three Directors viz. Mr. K. Sudheer (Managing Director), Mr. Sambasiva Rao Adapa {Director) and Mr. P, Veeraiah (Director)

FIXED DEPOSITS:

During the year under review, your Company has not accepted or invited any deposits from public.

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

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 217(1){e) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed to and forms part of this Report.

DIRECTORS:

During the year Mr. Veeraiah retires by rotation, being eligible offered himself for reappointment.

AUDITORS:

M/s. G. Narasimha Rao & Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS QUALIFICATIONS:

Company has sent many reminders to the Creditors (Sundry Creditors and Capital Creditors) for debit acknowledgements but we have received only few. We will pursue to receive the remaining acknowledgements from the Creditors in due course.

PARTICULARS OF EMPLOYEES:

There are no employees, whose particulars are required to be furnished under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. ,

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

During the current year, your Directors continued adopting the code of Corporate Governance. A separate report on the Corporate Governance and Management Discussion and Analysis is attached as part of the Annual Report. An Auditors Certificate regarding compliance of conditions of Corporate Governance is also annexed.

ACKNOWLEDGEMENT:

Directors wish to place on record their deep appreciation of the services rendered by the staff for the smooth functioning during the year. They also express their thankfulness to both Central and State Government authorities for their cooperation, bankers to the Company, and all of its employees.

For and on Behalf of the Board

K. Sudheer P. Veeraiah Managing Director Director

Place : Hyderabad

Date : September 01,2009