GeeCee Ventures Limited
Your Directors are pleased to present the 35th Annual Report of your Companytogether with Audited Financial Statements for the financial year ended March 31 2019.The consolidated performance of the Company and its subsidiaries has been referred towherever required.
1. Financial Performance - An Overview
| || || || ||(र in Lakhs) |
|Particulars || |
| ||Financial Year 2018-19 (FY 2019) ||Financial Year 2017-18 (FY 2018) ||Financial Year 2018-19 (FY 2019) ||Financial Year 2017-18 (FY 2018) |
|Revenue from operations ||14699.00 ||18465.23 ||15050.62 ||20096.78 |
|Other Income ||597.40 ||96.06 ||602.52 ||103.09 |
|Total Income ||15296.40 ||18561.29 ||15653.14 ||20199.87 |
|Gross Profit before Interest Depreciation and Exceptional Items ||4560.00 ||3244.87 ||4738.36 ||3217.59 |
|Less: Financial Costs ||2.57 ||1.72 ||2.65 ||2.14 |
|Gross Profit before Depreciation ||4557.43 ||3243.15 ||4735.71 ||3215.45 |
|Less: Depreciation ||147.15 ||140.71 ||198.18 ||192.34 |
|Profit for the year before Taxation and Exceptional Items ||4410.28 ||3102.44 ||4537.53 ||3023.11 |
|Share of Profit/ (Loss) of Associate (net of taxes) ||- ||- ||(0.01) ||- |
|Net Profit Before Tax ||4410.28 ||3102.44 ||4537.52 ||3023.11 |
|Less: Provision for Current Tax (including MAT) ||873.55 ||238.46 ||873.55 ||238.46 |
|Less: Provision for Deferred Tax ||26.42 ||(144.14) ||41.95 ||(295.92) |
|Less: Tax in respect of Earlier Years ||0.48 ||- ||0.48 ||- |
|Less: Non-controlling interests ||- ||- ||0.93 ||(11.24) |
|Net Profit after Tax ||3509.83 ||3008.12 ||3620.61 ||3091.80 |
|Adjustments with other equity ||(256.05) ||19.26 ||(251.95) ||24.84 |
|Add: Balance brought forward from previous year Amount available for appropriation ||20272.72 ||17637.58 ||21474.99 ||18772.58 |
|Less: Appropriation || || || || |
|(i) Interim Dividend Paid ||- ||325.90 ||- ||325.90 |
|(ii) Tax on Interim Dividend Paid ||- ||66.35 ||- ||66.35 |
|(iii) Transfer to Special Reserve ||- ||- ||25.50 ||22.00 |
|Closing Balance of retained earnings ||23526.50 ||20272.72 ||24818.14 ||21474.99 |
|EPS (Basic per share of face value of ' 10/-) ||16.15 ||13.85 ||16.67 ||14.18 |
|EPS (Diluted per share of face value of ' 10/-) ||16.15 ||13.85 ||16.67 ||14.18 |
2. SHARE CAPITAL
The paid up share capital of the Company as at 31st March 2019 isर217265430/- (Twenty One Crores Seventy Two Lakhs Sixty Five Thousand Four Hundredand Thirty Rupees) comprising of 21726543 (Two Crores Seventeen Lakh Twenty Six ThousandFive Hundred and Forty Three) equity shares of र10/- each. During the year under reviewthe Company has not issued any shares. The Company has not issued shares with differentialvoting rights. The Company has neither issued employee stock options nor sweat equityshares and does not have any scheme to fund its employees to purchase the shares of theCompany.
3. OPERATIONS AND BUSINESS PERFORMANCE
During the year under review the Company has earned revenue of र14699.00 lakhs fromReal Estate Investments/Financing and Wind Power Generation and र597.40 lakhs as otherincome compared to previous year revenue of र18465.23 lakhs from Real EstateInvestments/Financing and Wind Power Generation and र96.06 lakhs as other income onStandalone basis. On a consolidated basis the revenue from operations for FY 2019 isर15050.62 lakhs and र602.52 Lakhs as other income. Net Profit before tax isर4410.28 lakhs for the current year as compared to र3102.44 lakhs for the previousyear.
The Company has received Occupancy Certificate (OC) for "Cloud 36" projectat Ghansoli Navi Mumbai and the society is also formed. The Company will hand over theproject to society in due course of time. The construction activity at Karjat - "TheMist" is progressing as per schedule. The Company has launched its third project"GeeCee Aspira 206" at Plot No. F-3 Sector 06 New Panvel East NaviMumbai Raigarh-410206. Company has received the Registration Certificate of Project fromMaharashtra Real Estate Regulatory Authority on March 05 2019 and presently this projectis progressing as per schedule.
Keeping in view the overall objective of improving Return on Capital Employed throughvarious projects being added in Company's portfolio the Board believes that conservingand investing the Company's capital in the many high return investment opportunitiescurrently available instead of distributing it as a dividend will maximize shareholder'svalue creation in the long term. The Board therefore felt that in the interest of theShareholders the Company should utilize the internal accruals on its projects rather thanpaying dividend to shareholders. The Directors have therefore not recommended any dividendfor the financial year ended March 31 2019.
5. BUY BACK OF EQUITY SHARES:
Pursuant to the approval of the Board of Directors on May 22 2019 your Companyannounced the buyback of 814815 equity shares of the Company representing approximately3.75% of the total number of equity shares in the paid up capital of the Company for anaggregate amount of र1100 lakhs (Rupees One Thousand and One Hundred Lakh Only) being2.68% of the total paid up equity share capital and free reserves of the Company at aprice of र135/- (Rupees One Hundred and Thirty Five only) per equity share from theexisting shareholders of the Company on a proportionate basis under the Tender Offermethod in accordance with the provisions of Securities and Exchange Board of India(Buyback of Securities) Regulations 2018 the Companies Act 2013 and rules madethereunder. The process was completed on July 17 2019 and in compliance with Securitiesand Exchange Board of India (Buyback of Securities) Regulations 2018 and the bye-lawsframed thereunder 814814 equity shares bought back were extinguished on July 22 2019by reducing the issued and paid up capital of the Company.
6. TRANSFER TO RESERVES
The Company proposes to retain the entire amount of र3509.83 lakhs in the profit andloss account. Hence no amount is transferred to General Reserve during the financial year2018-19.
7. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A separate section on Management Discussion and Analysis Report (MD&A) is includedin the Annual Report as required under Regulation 34(2) (e) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
8. CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of Corporate Governanceand adhering to the corporate governance requirements as set out by Securities ExchangeBoard of India. A separate section on Corporate Governance is included in the AnnualReport along with a Certificate from M/s. MRB & Associates Chartered Accountants inpractice confirming compliance with conditions on requirements of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The auditors' certificate for fiscal 2018-2019 does not contain any qualificationreservation or adverse remark.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL
The composition of the Board is in accordance with the provisions of Section 149 of theAct and Regulation 17 of the SEBI Listing Regulations with an appropriate combination ofNon-Executive Directors and Independent Directors. The complete list of Directors of theCompany has been provided as part of the Corporate Governance Report.
Mr. Ashok Shivlal Rupani (Din: 00079574) appointed as an Additional IndependentDirector on the Board of Company w.e.f. June 30 2018 was regularized by the shareholdersat the 34th Annual General Meeting of the Company held on September 24 2018.He has been appointed as an Independent Director of the Company for the period of 5 (Five)years with effect from June 30 2018 and shall not retire by rotation in accordance withthe provisions of Companies Act 2013. Mr. Ashok Shivlal Rupani was appointed afterconfirming his independence as per Section 149(6) and Regulation 16(1) (b) of the SEBIListing Obligations and Disclosure Requirements 2015. As at the date of this report Mr.Ashok Shivlal Rupani has ceased to act as the Director of the Company due to his suddendemise on August 02 2019.
During the year under review Mr. Milan Mahendra Mehta (Din: 00003624) IndependentDirector of the Company had resigned from the Board of the Company w.e.f. close ofbusiness hours of September 30 2018 due to his business pre-occupations. During histenure he guided the Board on various matters of business and governance. The Directorsplaced on record their appreciation for the valuable service of Mr. Milan Mehta andthanked him for his services to the Company.
The Board of Directors through Circular Resolution passed on December 27 2018 hasappointed Mr. Vallabh Prasad Biyani (Din: 00043358) as an Additional Independent Directoron the Board of Company to hold the office up to the conclusion of ensuing Annual GeneralMeeting of the Company. The Company has received necessary declarations from Mr. VallabhPrasad Biyani under Section 149 (7) of the Act that he meets the criteria of independencelaid down in the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations"). Mr. Vallabh Prasad Biyani is notrelated to any Director on the Board of the Company. A brief profile and other details asrequired under the Act Secretarial Standard -2 and Listing Regulations of Directorsproposed to be appointed is annexed to the notice convening the Annual General Meeting.
The Board of Directors at their meeting held on February 05 2019 had approved thecontinuation of Directorship of Mr. Ashwin Kumar Kothari (Din: 00033730) Non-ExecutiveDirector exceeding age of 75 years pursuant to the provisions of Regulation 17 (1A) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 subject to theapproval of shareholders through special resolution. Thus in view of the provisions ofRegulation 17 (1A) of the SEBI LODR Reg. 2015 the special resolution of members wasobtained through postal ballot on March 28 2019 and Directorship of Mr. Ashwin KumarKothari was continued with effect from April 012019.
As the tenure of Mr. Gaurav Shyamsukha was coming to an end on April 30 2019 theBoard of Directors after taking into account the recommendation of the Nomination andRemuneration Committee had considered and approved re-appointment of Mr. Gaurav Shyamsukha(Din: 01646181) as the Whole Time Director in the Company for a further period of 3(three) years w.e.f. May 1 2019. The re-appointment of Mr. Gaurav Shyamsukha is subjectto the approval of the shareholders at the ensuing Annual General Meeting of the Company.A brief profile and other details as required under the Act Secretarial Standard-2 andSEBI Listing Regulations 2015 of Mr. Gaurav Shyamsukha proposed to be re-appointed isannexed to the notice convening the Annual General Meeting.
As the tenure of Mr. Vazhathara Vasudevan Sureshkumar (Din: 00053859) appointed as theWhole Time Director for a period of 5 years w.e.f 28th May 2015 will end on 27thMay 2020 the Board of Directors at their meeting held on 7th August 2019after taking into account recommendation of the nomination and remuneration committeeconsidered and re-appointed Mr. Vazhathara Vasudevan SureshKumar as the Whole TimeDirector for a further period of 3 years with effect from 28th May 2020 to 27thMay 2023 subject to the approval of the members at the ensuing Annual General Meeting. Abrief profile and other details as required under the Act Secretarial Standard-2 and SEBIListing Regulations 2015 of Mr. Vazhathara Vasudevan Sureshkumar proposed to bere-appointed is annexed to the notice convening the Annual General Meeting.
As the tenure of Mr. Harisingh Shyamsukha (Din: 00033325) appointed as the Whole TimeDirector for a period of 3 years w.e.f May 18 2017 will end on May 17 2020 the Board ofDirectors at their meeting held on 7th August 2019 after taking into accountrecommendation of the nomination and remuneration committee considered and re-appointedMr. Harisingh Shyamsukha as the Whole Time Director for a further period of 3 years witheffect from May 18 2020 to May 17 2023 subject to the approval of the members at theensuing Annual General Meeting. A brief profile and other details as required under theAct Secretarial Standard-2 and SEBI Listing Regulations 2015 of Mr. Harisingh Shyamsukhaproposed to be re-appointed is annexed to the notice convening the Annual General Meeting.
Mr. Rakesh Khanna and Mr. Suresh Tapuriah were appointed as the Independent Directorsof the Company at the 30th AGM held on September 10 2014 for a term of 5consecutive years. Thus pursuant to the provisions of Section 149 of the Act read withrelevant rules made thereunder an Independent Director can hold the office for a term ofupto 5 consecutive years on the Board of a company but is eligible for re-appointment onpassing of a special resolution by the company based on the report of evaluation of theirperformance for another term of upto 5 years. No independent director can hold office formore than two consecutive terms.
Further to the aforesaid and based on the recommendation of the Nomination andRemuneration Committee of the Company ("NRC") the Board at its Meeting held onAugust 07 2019 has approved the re-appointment of Mr. Rakesh Khanna and Mr. SureshTapuriah as Independent Directors for a second term of upto 5 consecutive years fromSeptember 10 2019 to September 09 2024 subject to the approval of the shareholders byway of a special resolution and continuation of Mr. Rakesh Khanna and Mr. Suresh Tapuriahas the Independent Directors of the Company.
In accordance with the provisions of Section 152(6)(e) of the Companies Act 2013 andin terms of Articles of Association of the Company Mr. Rohit Kothari (Din:00054811) andMr. Gaurav Shyamsukha (Din: 01646181) retires by rotation and being eligible have offeredthemselves for re-appointment.
The Board of Directors after taking recommendation of the nomination and remunerationcommittee passed circular resolution on June 29 2019 and appointed Ms. Rupal Ketan Desaias the Additional Independent Women Director w.e.f June 30 2019.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are:
Mr. Gaurav Shyamsukha Mr. Harisingh Shyamsukha and Mr. Vazhathara VasudevanSureshkumar - Whole Time Directors.
Ms. Dipyanti Kanojia - Company Secretary.
Mr. Ashish Ranka - Chief Financial Officer
Declaration from Independent Directors
The Independent Directors of your Company have submitted the declaration ofIndependence as required under Section 149(6) of the Companies Act confirming that theymeet the criteria of independence under Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as IndependentDirector during the year.
10. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES DIRECTORS AND CHAIRMAN
In line with the Corporate Governance Guidelines of your Company annual performanceevaluation was conducted for all Board Members for Individual Director includingIndependent Directors its Committees and Chairman of the Board. This evaluation was ledby the Board as a whole on the basis of the parameters provided in the evaluationframework as approved by the Nomination and Remuneration Committee and the Board ofDirectors. The Board evaluation framework has been designed in compliance with therequirements under the Companies Act 2013 and the Listing Regulations and in accordancewith the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Boardevaluation was conducted through questionnaire designed with qualitative parameters andfeedback based on ratings.
Evaluation of the Board was based on criteria's such as composition skills/expertisebasis of appointment meeting frequency of the meetings work atmosphere reviewing theperformance of the company and role of the Board Board communication and relationshipsfunctioning of Board Committees review of performance of Executive Directors Grievanceredressal mechanism monitoring governance and compliance issues.
Evaluation of Committees was based on criteria's such as composition adequateindependence of each Committee frequency of meetings effective interactions anddecisions effective participation in the decision making awareness of rolesresponsibilities and terms of reference of each of the committee and contribution to thedecisions of the Board etc.
Evaluation of Directors was based on criteria's such as qualification & experienceparticipation and contribution in Board and Committee meetings external knowledge fordiscussion attendance at the meetings of the Board views on discussion made at themeetings of the Board and the committee level of confidentiality maintained at each levelof management etc.
In view of the above the Company conducted a formal Board Effectiveness Review as apart of its efforts to evaluate identify improvements and thus enhance the effectivenessof the Board of Directors (Board) its Committees and individual directors.
In a separate meeting of Independent Directors held on March 30 2019 performance ofnon-independent directors performance of the board as a whole and performance of thechairperson of the Company was evaluated and the evaluation report was placed at thefirst Nomination and Remuneration Committee and Board Meeting held after the evaluation.
The performance evaluation report of each of Board its committees and the IndividualDirectors for the year 2018-19 was placed before the Nomination and Remuneration Committeeand the Board of Directors at their meeting held subsequently after the meeting at whichthe evaluation was conducted. Performance evaluation of independent directors was done bythe entire board excluding the independent director being evaluated.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Individual Directors the Board as a whole and its Committees with theCompany.
11. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION ETC.
The Board of Directors has framed a policy for selection and appointment of Directorsincluding determining qualifications and independence of a Director Key ManagerialPersonnel (KMP) senior management personnel and their remuneration as part of its roleand other matters provided under Section 178(3) of the Companies Act 2013.
Pursuant to Section 134(3) of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KMP and other employees wasapproved by the Board of Directors at their meeting held on March 30 2015 which wasamended by the Board and the Nomination and Remuneration Committee at their meeting heldon May 22 2019.
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees. The philosophy for remuneration of Directors KeyManagerial Personnel and all other employees of the Company is based on the commitment offostering a culture of leadership with trust.
The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:
i. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
ii. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
iii. Remuneration to Directors Key Managerial Personnel and Senior Management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company. Details of theRemuneration Policy are given in the Corporate Governance Report. The Full text of thepolicy can also be accessed on the website of the Company at https://www.geeceeventures.com/investor-relation/policies-and-codes.aspx
12. BOARD AND AUDIT COMMITTEE MEETINGS
During the year the Board of Directors and Audit Committee of the Company duly met 5(Five) and 4 (Four) times respectively the details of which are given in the CorporateGovernance Report. Proper notices were given and the proceedings were properly recordedand signed in the Minutes Book as required by the Articles of Association of the Companyand the Companies Act 2013.
As at March 312019 the Audit Committee was comprised with Mr. Rakesh Khanna as theChairman Mr. Gaurav Shyamsukha Mr. Suresh Tapuriah and Mr. Ashok Shivlal Rupani as itsmembers. Mr. Ashok Shivlal Rupani was appointed as the Additional Independent Director fora period of 5 consecutive years w.e.f June 30 2018 by the Board of Directors at theirmeeting held on June 30 2018 after taking into account recommendation of the Nominationand Remuneration Committee and was also appointed as the member of the Audit Committeew.e.f. June 30 2018. Accordingly at the 34th AGM he was appointed as theIndependent Director for a period of 5 consecutive year's w.e.f June 30 2018 by themembers. However due to sudden demise of Mr. Ashok Shivlal Rupani on August 02 2019 hehad ceased to act as the Director on the Board of the Company and had accordingly ceasedto be the member of the Audit Committee.
There have not been any instances during the year when recommendations of the AuditCommittee were not accepted by the Board. The maximum interval between both the twomeetings did not exceed 120 days as prescribed in the Companies Act 2013.
13. FAMILIARIZATION PROGRAMME TO INDEPENDENT DIRECTORS
The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. through presentations. The IndependentDirectors are also familiarized with the strategy operations and functions of the Companyits Business Overview Revenue from each business operation roles and responsibilities ofthe Independent Directors and about the amendments and changes in the statutory provisionsregulating the Company.
The Terms and Conditions of the appointment of every Independent Director is availableon the website of the Company at http://www.geeceeventures.com/investor-relation/policies-and-codes.aspx
Details of familiarization programme conducted for its Independent Directors during theyear are also disclosed on the Company's website at https://www.geeceeventures.com/investor-relation/familiarisation-programme-to-independent-directors.aspx
14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism/framed a whistle blower policy. Thepolicy enables the employees and other stakeholders to report to the management instancesof unethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. No personnel has been denied access to the Audit Committee.
The provisions of this policy are in line with the provisions of Section 177 (9) ofCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy is available on the website of the company at http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx
15. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutorysecretarial and cost auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls were adequateand effective during the financial year ended March 31 2019.
Accordingly pursuant to Section 134(3) (c) and 134 (5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that -
a) in preparation of the annual accounts for the financial year ended March 31 2019the applicable accounting standards have been followed and that there are no materialdepartures.
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 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) the directors have prepared the annual accounts on a going concern basis.
e) the directors have laid down internal financials controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
16.1 Statutory Auditors
In view of the mandatory rotation of auditors' requirement and in accordance with theprovisions of Companies Act 2013 M/s. MRB & Associates Chartered Accountants (FirmRegistration No. 136306W) were appointed as Statutory Auditors for a period of 5continuous years from the conclusion of Thirty - Third (33rd) Annual GeneralMeeting till the conclusion of Thirty-Eighth (38th) AGM Annual General Meetingof the Company to be held in the year 2022 subject to ratification of their appointment bythe shareholders every year. The Ministry of Corporate Affairs vide its Notification datedMay 07 2018 has dispensed with the requirement of ratification of Auditor's appointmentby the shareholders every year. Hence the resolution relating to ratification ofAuditor's appointment is not included in the Notice of the ensuing 35th AnnualGeneral Meeting.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI. The Auditors attend the Annual GeneralMeeting of the Company.
The observations made by the Auditors in their Report read with the relevant notes asgiven in the Notes to Accounts for the year ended March 31 2019 are self-explanatory andtherefore do not call for any further comments under Section 134 of the Companies Act2013 as it does not contain any qualification reservation or adverse remark.
16.2 Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company had appointed M/s Nishant Jawasa & Associates a firm of theCompany Secretaries in Practice (C.P. No 6993) to conduct Secretarial Audit of the Companyfor the financial year ended March 31 2019. The Secretarial Audit Report issued by M/sNishant Jawasa & Associates. Company Secretaries in Form MR-3 is annexed as "AnnexureD". The audit does not contain any adverse remark or qualification other thanremark with regards to unspent amount required under Section 135 of the Companies Act2013. A detailed statement regarding expenditure under Section 135 forms part of thisreport as "Annexure E".
16.3 Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act 2013 and as per theCompanies (Cost Records and Audit) Rules 2014 and amendments thereof the Board on therecommendation of the Audit Committee at its meeting held on August 07 2019 hasapproved the appointment of M/s. Kishore Bhatia & Associates Practicing CostAccountants as the Cost Auditors for the Company for the financial year ending March 312020 at a remuneration of र88000/- (Rupees Eighty Eight Thousand only) plus applicabletaxes and out of pocket expenses on actuals. A proposal for ratification of remunerationof the Cost Auditor for the financial year 2019-20 is placed before the shareholders atthe ensuing Annual General Meeting.
The Report of the Cost Auditors for the financial year ended March 312019 is underfinalization and shall be filed with the Ministry of Corporate Affairs within theprescribed period. The Cost Audit Report would be filed with the Central Government withinthe prescribed timelines.
The provisions of Section 148(1) of the Companies Act 2013 are applicable to theCompany and accordingly the Company has maintained cost accounts and records in respect ofthe applicable products for the year ended March 31 2019.
17. STATUTORY DISCLOSURES
A. Conservation of Energy
For the real estate projects of the Company the Company continuously attempts tominimize the consumption of energy by incorporation of various energy efficient practices.The Company utilizes energy efficient equipments and electrical systems in theconstruction process. The real estate projects have installed with latest energy efficientsystems to conserve energy on a sustainable basis. There was no capital investment onenergy equipments done during the year under review.
The Company continues to make efforts to reduce and optimize the use of energyconsumption by installing energy monitoring and conservation systems to monitor usageminimize wastage and increase overall efficiency at every stage of power consumption.
The Company is also emphasizing on utilizing natural resources of energy in itsbusiness activity.
B. Technology Absorption
The Company is continuously taking efforts for improvement in existing or thedevelopment/ deployment of new construction technologies to speed up the process and makeconstruction more efficient. The Company makes in depth planning of constructionactivities/ procedures which in turn results in stable levels of quality shorter timelines and reduced consumptions of man and materials at site. The Company periodicallysurveys to identify new machines materials and methodologies and implements them if foundto be effective in the projects. The Company has not imported any technology during lastthree years whereas there was no expenditure incurred on Research and Development duringthe year.
C. Foreign Exchange Earnings and outgo
During the financial year 2018-19 expenditure in foreign currencies in terms of actualoutflow amounted to र81.01 Lakh (Previous Year र40.56 Lakh). The Company has notearned any foreign exchange during the year.
18. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required pursuant to the provisions of Section 197(12) and (14) ofCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been appended as "Annexure A" tothis Report. Further as per Section 197 (14) of the Companies Act 2013 Mr. GauravShyamsukha-Whole Time Director is drawing remuneration from the wholly owned subsidiarycompany- Geecee Fincap Limited (Formerly known as GCIL Finance Limited).
In terms of first proviso to Section 136 of the Act the Report and Accounts are beingsent to the Members and others entitled thereto excluding the information on employeesparticulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The said Annexure isavailable for inspection by the Members at the registered office of the Company during thebusiness hours on any working day of the Company till the date of the ensuing AGM. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretaryat the registered office address. Such details are also available on your Company'swebsite: http://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx
The Board of Directors affirms that the remuneration paid to the employees of theCompany is as per the Policy on Directors' appointment and remuneration for DirectorsKMPs and other employees and is in accordance with the requirements of the Act and SEBIListing Regulations.
19. HUMAN RESOURCES DEVELOPMENT
Your Company recognizes that its people are key to the success of the organization andthus implements new initiatives to train and motivate them. Your Company continued to makesubstantial investments in human capital to meet its growth targets. The Company'sbusiness is managed by a team of competent and passionate leaders capable of enhancingyour Company's standing in the competitive market. The Company's focus is on unlocking thepeople potential and further developing their functional operational and behaviouralcompetencies. The relations with all employees of the Company remained cordial and therewere no significant issues outstanding or remaining unresolved during the year. The Boardof Directors and the Management wishes to place on record their appreciation of theefforts put in by all the employees. Your company's closing headcount for the FY 2018-19was 48.
20. INFORMATION REQUIRED UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a policy for prevention prohibition and redressal of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. Further the Companyhas also constituted an Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 where employees canregister and redress complaints pertaining to sexual harassment. Appropriate reportingmechanisms are in place for ensuring protection against sexual harassment and the right towork with dignity. The details with respect to the Internal Complaints Committee have beendisclosed in the Corporate Governance Report under the heading "OtherDisclosures". During the FY 2018-19 the Committee had not received any complaints.
21. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were inthe ordinary course of the business and on an arm's length basis. The Company has notentered into material contracts or arrangements or transactions with related parties inaccordance with Section 188 of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014. There were no materially significant Related Party Transactions madeby the Company during the year that would have required Shareholders' approval under theListing Regulations. The Company has nothing to report in Form AOC-2 hence the same isnot annexed.
The Related Party Transactions are placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee is also obtained for thetransactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis specifying thenature and value of the transactions.
Attention of Members is drawn to the disclosures of transactions with related partiesset out in Notes to Accounts - Note No. 35 forming part of the Standalone financialstatements. As required under Regulation 23 (1) of the Listing Regulations the Companyhas formulated a Related Party Transactions Policy which is available on the website ofthe Company at https://www.geeceeventures.com/investor-relation/policies-and-codes.aspx
The Related Party Transactions Policy which was formulated in the year 2014 wasamended on May 23 2018 and has been further amended and approved by the Audit Committeeand the Board of Directors at their meetings held on May 22 2019.
22. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS
Loans Guarantees & Investments covered under Section 186 of the Companies Act2013 forms part of the notes to the Financial Statements provided in the Annual Report.Please refer note no. 10 forming part of the standalone financial statements.
23. DEPOSITS FROM PUBLIC
During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified asDeposits' in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot applicable.
24. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in the Report no material changes and commitments whichcould affect the financial position of the Company have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date ofthis Report. The Details in respect of buyback of equity shares has been provided in thisreport under the heading Buy Back of Equity Shares.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator/ Court that wouldimpact the going concern' status of the Company and its future operations.
26. EXTRACT OF ANNUAL RETURN
As per the provisions of Section 92 (3) of the Companies Act 2013an extract of theAnnual Return in Form MGT-9 is attached as "Annexure-B' to this Report.
The Extract of Annual Return can also be accessed at the website of the Company at https://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx
27. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
As at March 312019 the Company had 5 subsidiaries out of which 2 are direct and 3indirect subsidiaries the details of which are as provided as under:
A. SUBSIDIARY COMPANIES
a) GeeCee FinCap Limited (Formerly known as GCIL Finance Limited) (GCFL): GeeCeeFinCap Limited (Formerly known as GCIL Finance Limited) is a wholly owned subsidiary ofthe Company operating as the non-deposit taking Non-Banking Financial Company (NBFC). Thebusiness of this subsidiary is primarily of lending to the other body corporates andconcerns engaged in the real estate business. This subsidiary also invests its surplusfund in the risk free interest bearing financial instruments. GCFL reported total revenueof र478.53 Lakhs (र1729.12 Lakhs in 2017-18) and Profit after tax of र153.29 Lakhs(र103.22 Lakhs in 2017-18) for the period under review.
b) GeeCee Business Private Limited: (GBPL) This subsidiary is primarily engaged inthe business of advisory services relating to Capital Market. It reported total revenue ofर49.55 Lakhs (र3.71 Lakhs in 2017-18) for the period under review and Profit after taxof र2.52 Lakhs (र-30.38 lakhs in 201718).
c) OLDVIEW AGRICULTURE PRIVATE LIMITED: This is the Wholly Owned Subsidiary (WOS)of GeeCee FinCap Limited (Formerly known as GCIL Finance Limited). GeeCee Ventures Limitedindirectly holds shares in this Company. There was no revenue generated during the yearhowever due to operative expenses it made net loss of र0.08 Lakhs (र0.09 Lakhs in2017-18) during financial year 2018-19.
d) NEPTUNE FARMING PRIVATE LIMITED: This is the Wholly Owned Subsidiary (WOS) ofGeeCee FinCap Limited (Formerly known as GCIL Finance Limited). GeeCee Ventures Limitedindirectly holds shares in this Company. There was no revenue generated during the yearhowever due to operative expenses it made net loss of र0.11 Lakhs (र0.14 Lakhs in2017-18) during financial year 2018-19.
e) RETOLD FARMING PRIVATE LIMITED: This is the Wholly Owned Subsidiary (WOS) ofGeeCee FinCap Limited (Formerly known as GCIL Finance Limited). GeeCee Ventures Limitedindirectly holds shares in this Company. There was no revenue generated during the yearhowever due to operative expenses it made net loss of र43.91 Lakhs (र0.17 Lakhs in2017-18) during financial year 2018-19.
B. LIMITED LIABILITY PARTNERSHIPS (LLPs)
a) GEECEE NIRMAAN LLP: This LLP has two partners with GeeCee Ventures Limitedholding 75% and Nirmaan Life Space LLP holding 25% of the total contribution to the corpusof the LLP. Since the control of this LLP lies with both the partners the LLP is a JointVenture Company in terms of Section 2(6) & 2(27) of the Companies Act 2013. Therewere no business operations carried out and thus no revenue was generated during the yearby this LLP.
b) GEECEE COMTRADE LLP: During the year GeeCee Comtrade LLP was incorporated on01st February 2019 with GeeCee Ventures Limited and GeeCee Business Private Limited(GBPL) as its partners. The Company has contributed 99% and GBPL 1% of the totalcontribution to the corpus of the LLP. The first financial year of this LLP was closed on31st March 2019 and has been considered in the consolidation of the financial statementsof the Company. Due to operative expenses this LLP made net loss of र0.05 Lakhs duringthe year 2018-19.
There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013. However there is one Joint Venture as provided above. During the year no newsubsidiary was incorporated nor had any subsidiary ceased to exist.
Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect ofsubsidiaries are availableonthe website ofthe Companyhttps://www.geeceeventures.com
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company as "Annexure C". Thestatement also provides the details of performance and financial position of theSubsidiary Companies.
Further as per fifth proviso of the said section audited annual accounts of each ofthe subsidiary companies have also been placed on the website of the Company https://www.geeceeventures.comShareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary at the Company's registeredoffice.
As per Section 136(1) the physical copies of the aforesaid documents will also beavailable at the Company's Registered Office for inspection during normal business hourson all working days excluding Saturdays.
28. MATERIAL SUBSIDIARIES
As required under Regulations 16(1) (c) and 46 of the SEBI Listing Regulations theBoard of Directors has approved the Policy for determining Material Subsidiaries("Policy"). The details of the Policy are available on the website of theCompany https://www.geeceeventures.com/investor-relation/policies-and-codes.aspx duringthe year 2018-19 there were no material subsidiaries of the Company.
29. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Act the ConsolidatedFinancial Statements forms part of this Annual Report and shall also be laid before theensuing AGM of the Company. The Consolidated Financial Statements have been prepared inaccordance with the Indian Accounting Standards (IND AS) under Section 133 of the Act.
As required under Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 129 (3) of the Companies Act 2013 theconsolidated financial statements have been prepared by the Company in accordance with theapplicable accounting standards and forms part of the Annual Report.
On a consolidated basis the revenue from operations for FY 2019 is र15050.62 lakhsand र602.52 Lakhs as other income. Net Profit before tax is र4537.53 lakhs for thecurrent year as compared to र3023.11 lakhs for the previous year.
30. COMMITTEES OF THE BOARD
The Board of Directors has following mandatory committees as per the provisions of theCompanies Act 2013 and SEBI Listing Obligations and Disclosure Requirement Regulations2015 (LODR):
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
Other than the above there is one non-mandatory Committee of Board of Directors i.e.Executive Committee to carry out the functions of the Board of Directors under Section 179(3) (d) to (f) in order to to ensure smooth functioning of the business activities. Thedetails of constitution of the Committee meetings held and attended during the year hasbeen provided as part of the Corporate Governance Report.
The details of the composition of all the above committees number of meetings held andattended and other information of Committees of the Board has been provided in CorporateGovernance report forming part to this report.
31. RISK MANAGEMENT
The Company has Risk Management Policy consistent with the provisions of the Act andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to identifythe elements of risk which may threaten the existence of the Company and possiblesolutions to mitigate the risk involved.
The Audit Committee has oversight in the area of financial risks and controls. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions by the Committee.
There is no element of risk identified by the Management that may in the opinion ofthe Board threaten the existence of the Company.
32. CORPORATE SOCIAL RESPONSIBILITY
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company has constituted CSR Committee. The Committee comprises of Mr.Suresh Tapuriah (Chairman) Mr. Rakesh
Khanna & Mr. Gaurav Shyamsukha as other members of the Committee. The Board hasalso approved a CSR policy on the recommendations of the CSR Committee which is availableon the website of the Company at www.geeceeventures.com.
As per CSR policy of the Company activities in which the Company has decided to spendinteralia includes Education Health Care Environmental Sustainability and promotingsports. In accordance with the policy the Company during the year contributed toFoundation for Promotion of Sports & Games (popularly known as Olympic Gold Quest) asum of र5 Lakhs (Rupees Five Lakhs) towards CSR expenditure.
During the year the Company received many proposals and also diligently looked at manyrecognized philanthropic activities which duly qualify for CSR as per schedule VII ofCompanies Act 2013 and placed before the CSR Committee numerous projects plans andprogrammes of various organizations however the Committee was not able to firm up anyappropriate credible and reliable source for effective CSR spending other than the twoprogrammes where it made contributions to. The Company is in the process of ascertainingmore activities and causes therefore the total amount as per limits prescribed underthe Companies Act 2013 could not be spent and र57.58 lakhs remained unspent.
The CSR activities are scalable with few new initiatives that may be considered infuture and moving forward the Company will endeavor to spend the complete amount on CSRactivities in accordance with the prescribed limits. Company is continuously evaluatingnew avenues and meeting with different people for CSR projects and looking for newprojects so that Company can spend full amount as per the prescribed limits.
Information on Corporate Social Responsibility (CSR) Policy and initiative taken by theCompany during the financial year 2018-19 pursuant to Section 135 of the Companies Act2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules2014 is set out as "Annexure E" to the report.
33. MAINTAINANCE OF COST RECORDS AND COST AUDIT
In respect of FY 2018-19 your Company was required to maintain cost records asspecified by the Central Government under section 148(1) of the Companies Act 2013 forthe Construction industry and electricity supply and accordingly such accounts and recordswere made and maintained by the Company. The Company maintains the Cost records in respectof construction and electricity supply activity in accordance with Section 148 and Rule 3& 5 of the Companies (Cost Records and Audit) Rules 2014. Also in accordance withRule 4 & 6 of the Companies (Cost Records and Audit) Rules 2014 the cost records ofthe Company is audited by practicing cost accountant M/s. Kishore Bhatia & Associates.The Cost Audit Report for the year 2018-19 was placed before Board of Directors at theirmeeting held on August 07 2019. The Cost Audit Report did not contain any qualificationreservation or adverse remark.
34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal financial control system commensurate with the size scaleand complexity of its operations. The internal controls over financial reporting have beenidentified by the management and are checked for effectiveness across all locations andfunctions by the management and tested by the Auditors on sample basis. The controls arereviewed by the management periodically and deviations if any are reported to the AuditCommittee.
A report of the Statutory Auditors on the Internal Financial Controls with reference tofinancial statements as required under clause (i) of sub-section 3 of Section 143 of theCompanies Act 2013 is provided as "Annexure -A" to the independentauditors' report standalone financial statement for the year ended March 312019.
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
36. DEPOSITORY SYSTEM
The Company's Equity Shares are compulsorily tradable in electronic form. As on March31 2019 out of the Company's total equity paid-up share capital comprising of21726543 Equity Shares only 115 Equity Shares were in physical form and the remainingcapital is in dematerialized form. As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24dated June 8 2018 and further amendment vide Notification No. SEBI/ LADNRO/ GN/2018/49dated November 30 2018 requests for effecting transfer of securities (except in case oftransmission or transposition of securities) cannot be processed from April 1 2019 unlessthe securities are held in the dematerialized form with the depositories. ThereforeMembers are requested to take necessary action to dematerialize their holdings.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For and on behalf of the Board of Directors |
| ||GeeCee Ventures Limited |
| ||Ashwin Kumar Kothari |
| ||Chairman |
|Mumbai August 07 2019 ||(Din: 00033730) |