Outcome of AGM

• Security Code: 533048
• Company: TPHQ

GI Engineering Solutions Ltd has informed BSE that the members at the 5th Annual General Meeting (AGM) of the Company held on September 22, 2011 inter alia, have transact to the following:

1. Adoption of the Audited Profit and Loss A/c for the Financial year ended March 31, 2011, the Balance Sheet as at that date, the Cash Flow Statement and the Reports of the Directors’ and Auditors’.

2. Re-appointment of Mr. Ganapathy Vishwanathan, as a Director of the Company, liable to retire by rotation.

3. Appointment of M/s. Dixit Dattatray & Associates, Chartered Accountants, as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting, (AGM) until the conclusion of the next Annual General Meeting (AGM) of the Company on remuneration, terms & conditions.

4. Reclassification of the existing Authorized Share Capital of Rs. 8500,00,00,000/- (Rupees Eight Thousand Five Hundred Crores only) of the Company consisting of 850,00,00,000 (Eight Hundred Fifty Crores only) Equity Shares of Rs. 10/- each as 849,00,00,000 ( Eight Hundred Forty Nine Crores only) Equity Shares of Rs. 10/- each aggregating to Rs. 8490,00,00,000/- (Rupees Eight Thousand Four Hundred and Ninety Crores only) and 1,00,00,000/- (One Crore only) Preference Shares of Rs. 10/- each, whether Cumulative or Non-cumulative, aggregating to Rs. 10,00,00,000/- (Rupees Ten Crores only) and consequently amendment clause V of the Memorandum of Association of the Company.

5. Authority to Board to offer, issue and allot upto 70,00,000 Redeemable Cumulative Preference shares of face value of Rs. 10 each, in one or more tranches on a private placement basis or otherwise to associates, group companies or any other Company or persons as may be decided and deemed appropriate by the Board at the time of issue or allotment subject to the necessary terms and conditions.

6. Alteration of the Articles of Association of the Company by substituting the new Article in place of the existing Article 81. (For more details kindly refer Corporate Announcements on www.bseindia.com).