The Members GEE LIMITED
Your Directors have pleasure in presenting the 59th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2020.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March 2020 as comparedto the previous financial year is summarized below:
(Rs. In Lakhs)
|Particulars ||For the financial year ended 31st March 2020 ||For the financial year ended 31st March 2019 |
|Income ||27330.70 ||27471.08 |
|Less: Expenses ||26261.60 ||26979.87 |
|Profit/ (Loss) before tax ||1069.10 ||491.21 |
|Less: Provision for tax ||- ||- |
|Income Tax of earlier years w/off ||(27.26) ||(1041) |
|Exceptional Income ||- ||- |
|Exceptional expenditure ||- ||- |
|Profit after Tax ||981.54 ||289.35 |
The Company continues to be engaged in the activities pertaining to manufacturing anddealing in all kinds of welding consumables and allied equipment and appliances.
There was no change in nature of the business of the Company during the year underreview.
The boards of directors after considering the business needs and also to consolidatefinancial strength of the company have decided not to recommend any dividend to equityshareholders of the company for the year financial year 2019-20.
d. UNPAID DIVIDEND & IEPF:
The amount lying in Unpaid Dividend A/c of the Company in respect of the last sevenyears along with the dates when it is due for transfer to Investor 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 |
|2013-14 ||60913.00 ||31-Aug-21 |
|2012-13 ||66316.80 ||13- Oct-20 |
e. TRANSFER TO RESERVES:
The Company has transferred an amount of Rs. 20000000 out of profits of the Companyfor the financial year 2019-20 to General Reserve Account.
f. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act) read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review.
Hence the requirement for furnishing of details relating to deposits covered underChapter V of the Act or the details of deposits which are not in compliance with theChapter V of the Act is not applicable.
h. LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES:
During the financial year under review the Company has not borrowed any amount(s) fromDirectors.
i. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in
Annexure I which forms part of this Report
j. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2020 made under theprovisions of Section 92(3) of the Act is attached as Annexure II which forms partof this Report. Further the Company has placed its Annual Return (as at 31stMarch 2019 and as at 31st March 2020) referred to in Section 92(3) in MGT-7format on the below mentioned web-address: -
k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements referred to in Section 188(1) ofCompanies Act 2013 entered by the Company with related party(ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013 during the financial year underreview are furnished in Form AOC-2 and is attached as Annexure-III and forms partof this Report.
l. PARTICULARS OF INVESTMENTS. LOANS. GUARANTEES AND SECURITIES:
Full particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 provided during the financial year under review has been furnished inthe financial statements which forms part of this report
m. DISCLOSURES UNDER SECTION 134131111 OF THE COMPANIES ACT. 2013:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency 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 under review whichare as follows:
Mr. Amit Agarwal was appointed as an Additional Independent Director and Mr.Shankarlal Agarwal was appointed as an Additional Executive Director and Chairman of theCompany with effect from April 1 2019 to hold office up to the date of ensuing AnnualGeneral Meeting.
Further Mr. Sanwarmal Agarwal was re-designated as Managing Director of theCompany with effect from April 01 2019.
Mr. Pradip Bhaumick was appointed as an Additional Independent Director of thecompany on August 13 2019 up to the date of ensuing Annual General Meeting.
Further appointment of Mr. Amit Agarwal and Mr. Pradip Bhaumick as IndependentDirectors of the Company was approved by the members at the 58th Annual General Meetingheld on September 27 2019.
Members of the Company passed special resolution for appointment of Mr.Shankarlal Agarwal as Whole-time director at 58th Annual General Meeting held onSeptember 27 2019.
Members of the Company approved the appointment of Mr. Sanwarmal Agarwal asManaging Director of the Company in 58th Annual General Meeting held on September 272019.
Mr. Govind Kumar Saraf resigned as Director of the Company with effect fromAugust 13 2019.
Mr. Pradip Bhaumick resigned as Independent Director of the Company with effectfrom November 05 2019.
iii. Retirement by rotation
In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Sanwarmal Agarwalshall retire by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment
Your Directors recommend his appointment for your approval.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.
3. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met 6 (Six) times during the financial year ended 31stMarch 2020 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The Company has complied with the applicable Secretarial Standards in respectof all the aboveBoard meetings.
b. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:
|1. Mr. Anilkumar Mohanlal Agrawal ||Independent Director & Chairman |
|2. Mr. Kobad Maneckshah Panthaki ||Independent Director Member |
|3. Mrs. Payal Agarwal ||Whole time Director & CFO Member |
The Audit Committee met 4 (Four) times during the financial year ended 31stMarch 2020. During the year under review the Board of Directors of the Company hadaccepted all the recommendations of the Committee.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act
The composition of the committee is as under:
|1. Mr. Kobad Maneckshah Panthaki ||Independent Director & Chairman |
|2. Mr. Anilkumar Mohanlal Agrawal ||Independent Director Member |
|3. Mr. Amit Agarwal ||Independent Director Member |
The Nomination & Remuneration Committee met 3 (Three) times during the financialyear ended 31st March 2020.
Mr. Amit Agarwal was inducted to the Nomination and Remuneration Committee on 10thApril 2020.
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
The salient features of the Remuneration Committee and changes therein are mentioned inthe Corporate Governance Report and the Remuneration Policy is available on Company'swebsite and can be accessed in the link provided herein below:
d. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder's RelationshipCommittee comprising of:
|1. Mr. Kobad Maneckshah Panthaki ||Independent Director & Chairman |
|2. Mrs. Payal Agarwal ||Whole Time Director & CFO Member |
|3. Mr. Sanwarmal Agarwal ||Whole Time Director & MD Member. |
Mr. Kobad Maneckshah Panthaki has been appointed the Chairman of the Stakeholders'Relationship Committee. The Company Secretary acts as the Secretary of the Stakeholders'Relationship Committee.
The Stakeholders' Relationship Committee met 1 (One) time during the financial yearended 31st March 2020.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
f. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
g. CORPORATE SOCIAL RESPONSIBILITY POLICY:
As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee as under:
|1. Mr. Sanwarmal Agarwal ||Managing Director & Chairman |
|2. Mrs. Payal Agarwal ||Whole Time Director |
|3. Mr. Anilkumar Agrawal ||Independent Director. |
The Board of Directors of the Company has approved CSR Policy based on therecommendation of the CSR Committee.
The CSR Policy of the Company is available on the Company's web-site and can beaccessed in the link provided herein below:http://www.geelimited.com/investor-info/Code-of-Conduct-Policies
There was no meeting of Corporate Social Responsibility committee meeting held in theyear of 2019-20.
h. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD:
The Board has carried out an annual performance evaluation of its own performance andof the directors individually as well as the evaluation of all the committees i.e. AuditNomination and Remuneration Stakeholders Relationship and CSR Committee.
The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors including the Chairman of theBoard. This exercise was carried out by feedback survey from each director covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate Exercise was carried out to evaluate the performance ofindividual directors including the Chairman of the Board who were evaluated on parameterssuch 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 ENDED 31st MARCH 2020:
There are no observations / qualifications made by the Statutory Auditors in theirreport for the financial year ended 31st March 2020 and therefore do not callfor any further comments from the Board under Section 134(3) of the Companies Act 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2020:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Deep Shukla& Associates (FCS No. 5652) Company Secretaries had been appointed to issueSecretarial Audit Report for the financial year 2019-20.
Secretarial Audit Report issued by M/s. Deep Shukla & Associates (FCS No. 5652)Practicing Company Secretaries in Form MR-3 enclosed as Annexure-IV for thefinancial year 2019-20. The said report does not contain any observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.
c. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. P. B. Shetty & Co. Chartered Accountants theStatutory Auditors of the Company have been appointed for a term of five consecutive yearand they continue to be the Statutory Auditors of the Company.
d. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis required to maintain Cost Records under Rule 3 of the said Rules. Accordingly theCompany has duly maintained the Cost Records in the format prescribed in Form CRA-1 underRule 5 of the said Rules.
e. COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time asper the recommendation of the Audit Committee the Board of Directors at their meetingdated August 13 2019 re-appointed M/s. Ajekar Shivaraya Kini Cost Accountants as theCost Auditors of the Company for the financial year 2019-20.
The Cost Audit Report has been placed before the Board of Directors for its approval atthe Board meeting held on August 18 2020 which will be filed within the stipulated periodof 180 days from the closure of the financial year.
Further the Board has appointed Mr. Rana Ghosh Cost Accountants as the Cost Auditor ofthe Company for the financial year 2020-21.
f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 1431121:
There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts)
Rules 2014 are furnished as under:
a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
b. DIRECTOR S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31stMarch 2020 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2020 and of the profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
d. CORPORATE GOVERNANCE:
We ensure that we evolve and follow the corporate governance guidelines and best
practices sincerely not only to boost long-term shareholder value but also to respectminority rights. We consider it our inherent responsibility to disclose timely andaccurate information regarding our operations and performance as well as the leadershipand governance of the Company.
In compliance with Regulation 34(3) read with Schedule V (C) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a Report on Corporate Governance enclosed as Annexure - V forms part of thisAnnual Report.
e. PARTICULAR OF REMUNERATION OF DIRECTOR S. KMP'S AND EMPLOYEES:
This information as per Section 197(12) of the Companies Act 2013 read with Rule 5(1)Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedforms part of this report as per Annexure-VI.
f. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In compliance with Regulation 34(2) read with Schedule V (B) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a Report on Management Discussion & Analysis which as Annexure -VII formspart of this Annual Report
g. DISCLOSURE UNDER SECTION 43falfin OF THE COMPANIES ACT. 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
h. DISCLOSURE UNDER SECTION 54fllfdl OF THE COMPANIES ACT. 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
i. DISCLOSURE UNDER SECTION 62mfhl OF THE COMPANIES ACT. 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(l)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
j. DISCLOSURE UNDER SECTION 67131 OF THE COMPANIES ACT. 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection
67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
|For and on behalf of the Board || |
|Date: 18th August 2020 || |
|Place: Thane || |
|SD/- ||SD/- |
|Sanwarmal Agarwal ||Payal Agarwal |
|Managing Director ||Whole Time Director & CFO |
|DIN:01007594 ||DIN:0719823 |