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|BSE: 504028||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE064H01021|
|BSE 15:41 | 27 May||23.00||
|NSE 05:30 | 01 Jan||GEE Ltd|
|Mkt Cap.(Rs cr)||54|
|Mkt Cap.(Rs cr)||54.40|
GEE Ltd. (GEE) - Director Report
Company director report
Your Directors have pleasure in presenting the 54th Annual Report on theAudited Statement of Accounts for the Financial Year ended 31 March 2015.
Key aspects of your Company's financial performance for the year 2014-15 are tabulatedbelow:-
(Rs in million)
REVIEW OF OPERATIONS .
The Indian economy has not shown the expected aggressive growth momentum that wastargeted at the beginning of FY15.The net turnover of the Company showed marginalimprovement of 7.6% from INR1674 million in 2013-14 to INR 1801 million in 2014-15.TheCompany is facing a tough time in maintaining margins as there are a lot of inter linkedfactors which are putting severe pressure on cash flows and bottom lines. In view of thecurrent economic conditions the Company is hopeful of overall better performance duringthe current year.
DIVIDEND AND RESERVES
Your directors have recommended for consideration of shareholders at the AnnualGeneral Meeting dividend @ 15% (Re.0.30/- per share of Re.2each)on 23625878 equityshares. The dividend will be paid in compliance with applicable regulations.
Out of the profits available for appropriation an amount of Rs. 10 million has beentransferred to the General Reserve and the balance has been carried forward to the Profit& Loss Account.
The Paid-up Equity Share Capital of the Company as on 31 March 2015 is Rs.47.25million comprising of 23625878 shares of Rs.2/- each. During the year under reviewthe Company has not issued any equity shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr.Govind Kumar Saraf Executive and Non-Independent Director retires by rotation atthe forthcoming Annual General Meeting and being eligible offers himself forreappointment.
During theyearMrs.Payal Agarwal has been appointed as an Additional Director witheffect from 30"' May2015.
Further Mr. Shankarlal Agarwal and Mr. Sanwarmal Agarwal were reappointed as theManaging Director and Executive Director of the Company respectively with effect from 1"January2015.
Also Mr. Ashok Kumar was redesignated as the Chairman of the Company with effect from30th May 2015.
Pursuant to Section 134(3) (c) & 134(5) of the Companies Act2103 the Board ofDirectors of the Company hereby confirms that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis-and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF MANAGERIAL REMUNERATION
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is enclosed as Annexure land forms part ofthis Report.
NUMBER OF BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year eight Board Meetings were convened and heldthe details of which are given inthe Corporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act2013 and the Listing Agreement.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. The Directors expressed satisfaction with the evaluation process. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as Independent Directorunder the provisions of section 149 of the Companies Act2013 as well as Clause 49 of theListing Agreement.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors. This policy also lays down criteria for selection andappointment of Board Members. The details of this policy are provided on the Company'swebsite on the:www.qeelimited.com
DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary company and has not entered into joint venturewith any other company.
STATUTORY AUDITORS' AND AUDITORS'REPORT
At the Annual General Meeting held on August 22014 M/s Ford Rhodes Parks &Associates Chartered Accountant were appointed as Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in Calendar year2016. In the terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the Auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Ford Rhodes Parks & AssociatesChartered Accountants as Statutory Auditors of the Company is placed for ratification bythe Shareholders. In this regard to the Company has received a Certificate from theAuditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act2013.
Auditors Report as issued by M/s Ford Rhodes Parks & Co Chartered AccountantsAuditors of the Company is self explanatory and need not call for any explanation by yourBoard.
As per the Cost Audit Orders and in terms of the provisions of Section 148 and allother applicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Ajekar Shivaraya Kini. Cost Accountants have been appointedas Cost Auditors to conduct the audit of cost records of your company for the financialyear 2015-16. As required under the Companies Act 2013 a resolution seeking members'approval for the remuneration payable to the Cost Auditor forms part of the Noticeconvening the Annual General Meeting.
APPOINTMENT OF COMPANY SECRETARY
The Company is in process of appointing Company Secretary in whole time employmentpursuant to Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
In terms of Section 204 of the Act and Rules made there under M/s. Deep Shukla &Associates Practicing Company Secretaries Mumbai have been appointed as the SecretarialAuditors of the Company for the F.Y 2014-2015.The Secretarial Audit Report is enclosed asAnnexure V to this report.
The Company has in place adequate internal financial controls with reference to thefinancial statement. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management and Statutory Auditors. Significant internal auditfindings are discussed and follow-ups are taken thereon.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company as on 3T March 2015 comprised of twoIndependent Directors namely Mr. Sujit Sen and Mr. Rakesh Mundra and one Non-ExecutiveNon-Independent Director Mr. Utsav Kapadia. Mr. Sujit Sen is the Chairman of theCommittee. All members of the Audit Committee possess strong knowledge of accounting andfinancial management. The Managing Director Executive Director and Director (Finance) areregularly invited to attend the Audit Committee meetings. The other details of the AuditCommittee are given in the Corporate Governance Report appearing as a separate section inthis Annual Report.
PARTICULARS of the EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014form part of this Report as per Annexure I.
As per the provisions specified in Chapter XIII of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 none of the employees of the Company arein receipt of remuneration exceeding Rs. 6000000/- per annum if employed for whole ofthe year or Rs. 500000/- per month if employed for part of the year.
EMPLOYEES'STOCK OPTION PLAN *
The Company has not provided stock options to any of its employees.
In pursuant to the provisions of section 177(9) & (10) o1 Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Polk .as been uploaded on the website of the Company at
RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the risk assessmentand minimization procedures. These procedures are reviewed by the Board annually to ensurethat there is timely identification and assessment of risks measures to mitigate themand mechanisms for their proper and timely monitoring and reporting.
EXTRACT OF ANNUAL RETURN:
The details forming part of the Extract of the Annual Return in Form MGT-9as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure II andforms part of this Report.
The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 as on3111 March2015.
During the year under review the Company has not provided any loan guaranteesecurity or made any investment covered under the provisions of Section 186 of theCompanies Act2013 to any person or other body corporate.
The properties/assets of the Company are adequately insured.
RELATED PARTY TRANSACTIONS
During FY 2014-15 the Company entered into certain Related Party Transactions whichare in the ordinary course of business and at arm's length basis with approval of theAudit Committee. The Audit Committee grants omnibus approval for the transactions whichare of foreseen and repetitive nature. A detailed summary of Related Party Transactions isplaced before the Audit Committee & the Board of Directors for their review everyquarter.
There are no materially significant Related Party Transactions executed between theCompany and its Promoters Directors key Managerial Personnel or other designatedpersons that may have a potential conflict with the interest of the Company at large.
Related Party Transactions entered into by the Company were in ordinary course ofbusiness and were on an arm's length basis the details of which are provided as AnnexureIV; Form AOC 2.
CORPORATE GOVERNANCE CERTIFICATE
A Report on Corporate Governance along with a certificate from the Auditors of theCompany regarding the compliance of conditions of corporate governance as stipulated underClause49 of the Listing Agreement forms a part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report which gives a detailed state of affairsof the Company's operations forms a part of this Annual Report. CORPORATE SOCIALRESPONSIBILITY (CSR) .
The Company is committed to discharging its social responsibility as a good corporatecitizen.
-The composition of Corporate Social Responsibility (CSR) Committee is covered underthe Corporate Governance Report which is annexed to this Report asAnnexurelll.
During the year out of the budgeted expenditure of Rs. 1.6 Million entire amount hasbeen spent on the projects approved by the Committee and no amount remains unspent as on31 "March 2015.The Annual Report on CSR activities is annexed hereto as AnnexureIII.
CONSERVATION 0FENERGY.RESEARCHANDDEVEL0PMENT.TECHN0L0GY ABSORPTION AND FOREIGN EXCHANGE
Energy Conservation continued to be priority area for the Company for effective controlon electricity and fuel consumption at all the Units. The Company continues its efforts inupgradation of systems and equipment with a view to improving the quality of theproducts minimizing manufacturing wastages cost reduction in terms of betterproductivity and customer satisfaction through better product performance. The Company hasin-house laboratories and development departments which diligently work on the technicalcomposition of each consumable manufactured on the shop floor. The development departmentis continuously working on making specific tailor made products for specialized uses inend applications.
All the plants have been certified by DNV.The Kolkata Plant is ISO 9001:200814000 and18000 certified by DNV and Kalyan Plant is ISO 9001-2008 certified by DNV. All the plantsof the Company also adhere to the guidelines of the respective state PCBs and CPCB.
During the year the total foreign exchange used was Rs. 1917.83 lakh and the totalforeign exchange earned was Rs.635.74 lakh.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed fora period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Companyas on the date of last AGM (i.e. August2nd2014) with the Ministry of Corporate Affairs.
During the year under review no revision was made in the financial statement of theCompany.
During the year ended 31s' March 2015 there were no cases filed /reportedpursuant to the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013.
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company's Shares are listed.
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations.
Your Company treats its Human Resources as one of its most important assets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
The Directors would like to thank all shareholders customers bankers suppliers andeverybody else with whose help cooperation and hard work the Company is able to achievethe results. The Directors would also like to place on record their appreciation of thededicated efforts put in by the employees of the Company.