Your Directors have pleasure in presenting the 61st Annual Report ofthe Company together with the Audited Statement of Accounts for the Financial Year ended31st March 2022.
1.FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL RESULTS
The Company's performance during the year ended 31st March 2022 ascompared to the previous financial year is summarized below:
(Rs. In Lakhs)
|Particulars ||For the financial year ended 31st March 2022 ||For the financial year ended 31st March 2021 |
|Income ||32460.13 ||25413.11 |
|Less: Expenses ||30499.19 ||23638.35 |
|Profit/ (Loss) before tax ||1960.93 ||1774.76 |
|Less: Provision for tax ||(457.39) ||(483.06) |
|Income Tax of earlier years w/off ||(3.95) ||(25.52) |
|Profit after Tax ||1507.49 ||1266.18 |
The Company continues to be engaged in the activities pertaining tomanufacturing and dealing in all kinds of welding consumables and allied equipment andappliances.
There was no change in nature of the business of the Company duringthe year under review.
The Board of Directors after considering the business needs and also toconsolidate financial strength of the company have decided not to recommend any dividendto equity shareholder of the company for the financial year 2021-22.
d. UNPAID DIVIDEND & IEPF:
The details with respect to Unpaid Dividend A/c of the Company inrespect of the last seven years along with the dates when it is due for transfer toInvestor Education & Protection Fund (IEPF) is as per below table:-
|Year ||Amount unpaid ||Due date of transfer to IEPF |
|2017-18 ||29355.30 ||26-Oct-25 |
|2015-16 ||63790.80 ||02-Oct-23 |
|2014-15 ||61854.90 ||25-Oct-22 |
Company has already transferred amount lying in Unpaid Dividend Accountfor the financial year 2013-14.
e. TRANSFER TO RESERVES:
The Company has transferred an amount of Rs. 20000000 out of profitsof the Company for the financial year 2021-22 to General Reserve Account.
f. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:
During the year under review your Company did not have any subsidiaryassociate and joint venture company.
The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 (the Act) readwith the Companies (Acceptance of Deposit) Rules 2014 during the year under review.
Hence the requirement for furnishing of details relating to depositscovered under Chapter V of the Act or the details of deposits which are not in compliancewith the Chapter V of the Act is not applicable.
h. LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES:
During the financial year under review the Company has not borrowedany amount(s) from Directors.
i. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo etc. are furnished in Annexure I which forms part of this Report.
j. ANNUAL RETURN:
Pursuant to amendment of Rule 12 of Companies (Management andAdministration) Rules 2014 by MCA wherein instead of attaching an extract of annualreturn (to be prepared in Form MGT 9) to the Directors' Report the Company shall host acopy of annual return on the website if any of the Company and a web link of the same tobe given in the Directors' Report.
Accordingly a copy of Annual Return is available on the website of theCompany at the below link:http://www.geelimited.com/investor-info/Corporate-Announcement-Disclosure: k. PARTICULAROF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements referred to inSection 188(1) of Companies Act 2013 entered by the Company with related party(ies) asdefined under the provisions of Section 2(76) of the Companies Act 2013 during thefinancial year under review are furnished in Form AOC-2 and is attached as Annexure-IIand forms part of this Report.
l. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES:
Full particulars of loans guarantees and investments covered underSection 186 of the Companies Act 2013 provided during the financial year under review hasbeen furnished in the financial statements which forms part of this report.
m. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial year of the Company and date of this report.
n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Statutory Auditors of theCompany for inefficiency or inadequacy of such controls.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
There were changes in Directorship of the Company during the year underreview which are as follows:
I. Appointment :
Mr. Vinod Aggarwal was appointed as the Additional IndependentDirector with effect from 6th April 2021 upto the date of the Annual General Meeting heldon 13th September 2021 in which his appointment was regularized as an independentDirector of the Company.
Mrs. Nileema Mahanot was appointed as the Company Secretary ofthe Company with effect from 16th May 2022.
iii. Retirement by rotation
In accordance with the provisions of the Act none of the IndependentDirectors are liable to retire by rotation.
As per the provisions of Section 152 of the Companies Act 2013 Mr.Umesh Ramkishan Agarwal shall retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment.
Your Directors recommend his appointment for your approval.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form all the IndependentDirectors under Section 149(6) of the Companies Act 2013 confirming their independencevis-a-vis the Company.
Further the Board is of the opinion that all the Independent Directorsof the Company possess requisite qualification experience expertise and holds highstandards of integrity.
Except the Independent Directors who are exempted from passing theonline proficiency self-assessment test the Company has received confirmation from theIndependent Directors that they have appeared & passed the proficiency test/ or theyshall appear and pass out the tests within the due dates as prescribed under the CompaniesAct 2013 and the Rules made thereunder.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met 6 (Six) times during the financial yearended 31st March 2022 in accordance with the provisions of the Companies Act 2013 andrules made thereunder. The Company has complied with the applicable Secretarial Standards- I in respect of all the above Board meetings.
b. AUDIT COMMITTEE:
Details with respect to Audit Committee Composition and Meetings arementioned in the Corporate Governance report.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Board has in accordance with the provisions of sub-section (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees.
The salient features of the Remuneration Committee and changes thereinare mentioned in the Corporate Governance Report and the Remuneration Policy is availableon Company's website and can be accessed in the link provided herein below:
d. STAKEHOLDERS RELATIONSHIP COMMITTEE::
The details with respect to Stakeholder Relationship CommitteeComposition and Meetings are mentioned in the Corporate Governance report.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 theBoard of Directors of the Company has framed Vigil Mechanism Policy forDirectors and employees of the Company to provide a mechanism which ensures adequatesafeguards to employees and Directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc.
The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee. The Company is committed toadhere to the highest standards of ethical moral and legal conduct of businessoperations.
f. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigation areconsidered in the annual/strategic business plans and in periodic management reviews.
g. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The CSR Policy of the Company is available on the Company's web-siteand can be accessed in the link provided herein below:http://www.geelimited.com/upload/media/Investor/policies/GEE-Policy-on-Corporate-Social-Responsibility-2019.pdfThe Company has initiated activities in accordance with the said Policy the details ofwhich havebeen prescribed in Annexure III.
h. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:
The Board has carried out an annual performance evaluation of its ownperformance and of the directors individually as well as the evaluation of all thecommittees i.e. Audit Nomination and Remuneration Stakeholders Relationship and CSRCommittee in its meeting dated 9th February 2022.
The Board has adopted a formal evaluation mechanism for evaluating itsperformance and as well as that of its Committees and individual directors including theChairman of the Board. This exercise was carried out by feedback survey from each directorcovering Board functioning such as composition of Board and its Committees experience andcompetencies governance issues etc. Separate exercise was carried out to evaluate theperformance of individual directors including the Chairman of the Board who were evaluatedon parameters such as attendance contribution at the meeting etc.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED31ST MARCH 2022:
There are no observations / qualifications made by the StatutoryAuditors in their report for the financial year ended 31st March 2022 and therefore donot call for any further comments from the Board under Section 134(3) of the CompaniesAct 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2022:
Pursuant to the provisions of Section 204 read with Section 134(3) ofthe Companies Act 2013 mandates to obtain Secretarial Audit Report from PracticingCompany Secretary.
M/s. Deep Shukla & Associates (FCS No. 5652) Company Secretarieshad been appointed to issue Secretarial Audit Report for the financial year 2021-22.
Secretarial Audit Report in Form MR-3 and Annual Secretarial ComplianceReport pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 issued by M/s. Deep Shukla & Associates (FCS No. 5652) PracticingCompany Secretaries are enclosed in Annexure-IV for the financial year 2021-22. The saidreport does contain any observation oe qualification requiring explanation or commentsfrom the Board under Section 134(3) of the Companies Act 2013.
c. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 M/s. K. K. Poddar & Associates.Chartered Accountants were appointed as the Statutory Auditors of the Company till theensuing Annual General Meeting for the FY 2021-22 as a result of casual vacancy in theoffice of the Statutory Auditors arisen by the resignation of M/s. P. B. Shetty & Co.Chartered Accountants erstwhile Statutory Auditors of the Company.
The Board now recommends the re-appointment of M/s. K. K. Poddar &Associates Chartered Accountants as the Statutory Auditors of the Company for a term of5 years till the AGM to be held in the year 2027.
d. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 as amended from time totime the Company is required to maintain Cost Records under Rule 3 of the said Rules.Accordingly the Company has duly maintained the Cost Records in the format prescribed inForm CRA-1 under Rule 5 of the said Rules.
e. COST AUDITORS:
Pursuant to the resignation of M/s. Rana Ghosh erstwhile Cost Auditorsof the Company and according to provisions of Section 148 of the Companies Act 2013 readwith Notifications / Circulars issued by the Ministry of Corporate Affairs from time totime the Board of Directors at their meeting dated May 30 2022 appointed M/s. S.Chhaparia & Associates Cost Accountants as the Cost Auditors of the Company for thefinancial years 2018-19; 2019-20; 2020-21 and 2021-2022 being subject to ratification atthe ensuing Annual General Meeting.
Further the Board has re-appointed M/s. S. Chhaparia & AssociatesCost Accountants as the Cost Auditor of the Company for the financial year 2022-23.
f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditorsof the Company under Section 143(12) of the Act read with Companies (Accounts) Rules2014.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read withCompanies (Accounts) Rules 2014 are furnished as under:
a. CHANGE IN SHARE CAPITAL OF THE COMPANY
The Company had issued 2362588 bonus shares as fully paid-up shareshaving face value of Rs. 2 each to the holders of the existing equity shares of theCompany whose names appear in the Register of Members maintained by the Company'sRegistrars and Transfer Agents / List of Beneficial Owners as received from the NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) as on Record date in the proportion of One ( 1 ) bonus equity share for every Ten(10) existing equity shares held by the Members as on Record date.
b. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal whichcan have impact on the going concern status and the Company's operations in future.
c. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended 31stMarch 2022 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;b. such accounting policies have been selected and applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2022 and of the profit/lossof the Company for that year; c. proper and sufficient care was taken for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. the annual accounts of the Company have been prepared on a goingconcern basis; e. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operationeffectively.
d. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
e. CORPORATE GOVERNANCE:
We ensure that we evolve and follow the corporate governanceguidelines and best practices sincerely not only to boost long-term shareholder valuebut also to respect minority rights. We consider it our inherent responsibility todisclose timely and accurate information regarding our operations and performance as wellas the leadership and governance of the Company.
In compliance with Regulation 34(3) read with Schedule V (C) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 a Report on Corporate Governance enclosed as Annexure V forms part ofthis Annual Report.
f. PARTICULAR OF REMUNERATION OF DIRECTOR'S KMP'S AND EMPLOYEES:
This information as per Section 197(12) of the Companies Act 2013 readwith Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended forms part of this report as per Annexure-VI
g. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In compliance with Regulation 34(2) read with Schedule V (B) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 a Report on Management Discussion & Analysis which as Annexure VIIforms part of this Annual Report.
h. DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a) (ii) of the Act read with Rule4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished and the sameis not applicable.
i. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
j. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees StockOption Scheme during the year under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
k. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercisingof voting rights in respect of shares purchased directly by employees under a schemepursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customersshareholders suppliers bankers business partners/associates financial institutions andCentral and State Governments for their consistent support and encouragement to theCompany.
|For and on behalf of the Board || |
|Sd/- ||Sd/- |
|Sanwarmal Agarwal ||Payal Agarwal |
|Managing Director ||Whole Time Director & CFO |
|DIN: 01007594 ||DIN:07198236 |
|Date: July 25 2022 || |
|Place: Thane || |