To The Members
GeeCee Ventures Limited
Your Directors are pleased to present the 34th Annual Report of your Companytogether with Audited Financial Statements for the financial year ended March 31 2018.The consolidated performance of the Company and its subsidiaries has been referred towherever required.
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2017. Financial statements for the year ended and as at March 312017 have been restated to conform to Ind AS.
| || || || ||(` in Lakhs) |
|1. FINANCIAL RESULTS || |
|Particulars ||Financial ||Financial ||Financial ||Financial |
| ||Year 2017 -18 ||Year 2016 -17 ||Year 2017 -18 ||Year 2016-17 |
| ||(FY 2018) ||(FY 2017) ||(FY 2018) ||(FY 2017) |
|Revenue from operations ||18465.23 ||9394.36 ||20096.78 ||9401.12 |
|Other Income ||96.06 ||313.00 ||103.09 ||326.13 |
|Total Income ||18561.29 ||9707.36 ||20199.87 ||9727.25 |
|Gross Profit before Interest Depreciation ||3244.87 ||3408.60 ||3217.59 ||3366.36 |
|and Exceptional Items || || || || |
|Less: Financial Costs ||1.72 ||12.44 ||2.14 ||12.49 |
|Gross Profit before Depreciation ||3243.15 ||3396.16 ||3215.45 ||3353.87 |
|Less: Depreciation ||140.71 ||149.57 ||192.34 ||208.51 |
|Profit for the year before Taxation and ||3102.44 ||3246.60 ||3023.11 ||3145.36 |
|Exceptional Items || || || || |
|Net Profit Before Tax ||3102.44 ||3246.60 ||3023.11 ||3145.36 |
|Less: Provision for Current Tax (including MAT) ||238.46 ||476.32 ||238.46 ||476.32 |
|Less: Provision for Deferred Tax ||(144.14) ||(11.62) ||(295.92) ||(24.36) |
|Less: Tax in respect of Earlier Years ||- ||(134.76) ||- ||(134.76) |
|Less: Non-controlling Interests ||- ||- ||(11.24) ||(18.23) |
|Net Profit After Tax ||3008.12 ||2916.66 ||3091.80 ||2846.39 |
|Add: Adjustments with other equity ||19.26 ||27.20 ||24.84 ||421.36 |
|Add: Balance brought forward from previous ||17637.58 ||14693.73 ||18772.58 ||15577.83 |
|year Amount available for appropriation || || || || |
|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 ||- ||- ||22.00 ||73.00 |
|Closing Balance of retained earnings ||20272.72 ||17637.58 ||21474.98 ||18772.58 |
|EPS (Basic per share of face value of Rs. 10/-) ||13.85 ||13.42 ||14.18 ||13.02 |
|EPS (Diluted per share of face value of Rs. 10/-) ||13.85 ||13.42 ||14.18 ||13.02 |
2. SHARE CAPITAL
The paid up share capital of the Company as at 31st March 2018 is Rs. 217265430/-(Twenty -One Crores Seventy Two Lakhs Sixty Five Thousand Four Hundred and Thirty Rupees)comprising of 21726543 (Two Crores Seventeen Lakh Twenty Six Thousand Five Hundred andForty Three) equity shares of Rs. 10/- each. During the year under review the Company hasnot issued any shares. The Company has not issued shares with differential voting rights.The Company has neither issued employee stock options nor sweat equity shares and does nothave any scheme to fund its employees to purchase the shares of the Company.
During the year under review the Company had declared Interim dividend at the meetingof Board of Directors held on 26th October 2017 at the rate of 15% on 21726543 equityshares of the Company amounting to Rs. 1.50/- per share on face value of Rs. 10/- eachfully paid up. Further considering implementation of various projects being added in theCompany's portfolio and conserving and investing the Company's capital in the many highreturn investment opportunities the Board in the interest of shareholders decided toutilize the internal accruals on its project rather than paying dividend to shareholdersand thus no Final Dividend was recommended by the Board for the year ended March 31 2018.
4. TRANSFER TO RESERVES
The Company proposes to retain the entire amount of Rs. 3008.12 lakhs in the profit andloss account. Hence no amount is transferred to General Reserve.
5. OPERATIONS AND BUSINESS PERFORMANCE
During the year under review the Company has earned revenue of Rs. 18465.23 lakhs fromReal Estate Investments / Financing and Wind Power Generation and Rs. 96.06 lakhs asother income compared to previous year revenue of Rs. 9394.36 lakhs from Real EstateInvestments / Financing and Wind Power Generation and Rs. 313.00 lakhs as other income onStandalone basis. On a consolidated basis the revenue from operations for FY 2018 is Rs.20096.78 lakhs and Rs. 103.09 Lakhs as other income. Net Profit before tax is Rs. 3102.44lakhs for the current year as compared to Rs. 3246.60 lakhs for the previous year.
The Company's Cloud 36 Project at Ghansoli has received Occupancy Certificate and theCompany is in the process of handing over the possession of inventory to its esteemedcustomers. The Construction activity at Karjat is progressing as per the schedule. TheCompany proposes to launch a Residential project in Panvel after necessary approvals arereceived. The Land for the same has already been acquired.
6. 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.
7. CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual Report along witha Certificate from M/s. MRB & Associates Chartered Accountants in practiceconfirming compliance with conditions on requirements of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The auditors' certificate for fiscal 2017-2018 does not contain any qualificationreservation or adverse remark.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board at its meeting held on 18th May 2017 (based on the recommendation ofNomination and Remuneration Committee) had approved change in designation of Mr. AshwinKumar Kothari (Din: 00033730) from Non-Executive Director and Chairman to Whole TimeDirector and Chairman of the Company w.e.f 18th May 2017 for a period of 3 years subjectto approval of members at the 33rd Annual General Meeting of the Company. The Shareholdersat the 33rd AGM held on 29th September 2017 had approved change in designation of Mr.Ashwin Kumar Kothari as the Whole Time Director and Chairman of the Company. However dueto other commitments Mr. Ashwin Kumar Kothari had expressed unwillingness to continue asthe Whole Time Director from the close of business hours of 31st October 2017 and hadstepped down as the Whole Time Director. Thus the Board of Directors at their meeting heldon 26th October 2017 had approved re-designation of Mr. Ashwin Kumar Kothari as theNon-Executive Director and Chairman of the Company w.e.f 1st November 2017. Accordinglyremuneration was paid to Mr. Ashwin Kumar Kothari for the period commencing from 18th May2017 to 31st October 2017 during his tenure as Whole Time Director. As a Non- ExecutiveDirector Mr. Ashwin Kumar Kothari is not drawing any remuneration / fees from the Company.
The Board at its meeting held on 18th May 2017 (based on the recommendation ofNomination and Remuneration Committee) had approved change in designation of Mr. HarisinghShyamsukha (Din: 00033325) from Non- Executive Director to Whole Time Director of theCompany w.e.f 18th May 2017 for a period of 3 years subject to approval of members at the33rd Annual General Meeting of the Company. The Shareholders at the 33rd AGM held on 29thSeptember 2017 had approved change in designation of Mr. Harisingh Shyamsukha from Non-Executive Director to Whole Time Director of the Company for a period of 3 years w.e.f18th May 2017.
Mr. Ashish Ranka was appointed as the Chief Financial Officer (CFO) of the Companyw.e.f 18th May 2017 by the Board of Directors. Mr. Ashish Ranka is the member of theInstitute of Chartered Accountants of India and has experience of more than 10 years inthe field of finance and accounts.
During the year under review Mr. Pratap Merchant (Din: 00022223) Independent Directorhad resigned from the Board of the Company w.e.f 31st March 2018. Due to his continuedill health Mr. Pratap Merchant had expressed unwillingness to continue on the Board ofthe Company. Mr. Pratap Merchant had been on the Board of the Company since 2007 andduring his tenure he guided the Board on various matters of business and governance. TheDirectors placed on record their appreciation for the invaluable service of Mr. PratapMerchant and thanked him for his service to the Company.
The Board of Directors after receiving recommendation from the Nomination andRemuneration Committee of the Company appointed Mr. Ashok Shivlal Rupani (DIN: 00079574)as an Additional Independent Director on the Board of Company w.e.f 30th June 2018 tohold office upto the conclusion of 34th Annual General Meeting of the Company. The Companyhas received notice under Section 160 of the Companies Act 2013 from a member proposingcandidature of Mr. Ashok Shivlal Rupani for appointing him as the Independent Director.Mr. Ashok Shivlal Rupani is a B.Com graduate having 35 years of experience in the field ofchemical metal and investment and financing activity. He is expert in investment andtrading activities. The Company has received necessary declaration from Mr. Ashok ShivlalRupani under Section 149 (7) of the Act that he meets the criteria of independence laiddown in the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations"). He is also on the Board of Geecee InvestmentsLimited (Group Company) as an Independent Director. Mr. Ashok Shivlal Rupani 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 AGM.
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. Harisingh Shyamsukha(DIN:00033325) and Mr. Rohit Kothari (DIN:00054811) retires by rotation and being eligiblehave offered themselves for re-appointment. Pursuant to the provisions of Section 203 ofthe Act the Key Managerial Personnel of the Company as on March 31 2018 are: Mr. GauravShyamsukha Mr. Harisingh Shyamsukha and Mr. Vazhathara Vasudevan Sureshkumar - Whole TimeDirectors.
Ms. Dipyanti Kanojia - Company Secretary.
Mr. Ashish Ranka- Chief Financial Officer w.e.f. 18th May 2017
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.
8.1 Board Evaluation:
The Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandates evaluation of performance of Independent Directorsnon-independent Directors and Chairperson. The Companies Act 2013 states that a formalannual evaluation needs to be made by the Board of its own performance and that of itscommittees and individual Directors. The Schedule IV of the Companies Act 2013 statesthat the performance evaluation of Independent Directors shall be done by the entire boardof Directors excluding the director being evaluated.
To enable such evaluation an evaluation framework has been adopted by the companywhich is devised with a view to provide a more structured approach for the evaluation andwhich lays down overall guidelines and processes to be adopted for the evaluation ofperformance. In view of the above the Company conducted a formal Board EffectivenessReview as a part of its efforts to evaluate identify improvements and thus enhance theeffectiveness of the Board of Directors (Board) its Committees and individual directors.The performance was evaluated by the Board after seeking inputs from all the directors onthe basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc. Each Board Member completed aconfidential questionnaire and evaluated the performance of each director.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Chairman of the Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria approved by the Board.
In a separate meeting of Independent Directors held on March 29 2018 performance ofnon- independent directors performance of the board as a whole and performance of thechairperson of the Company was evaluated.
The review of evaluation was discussed at the first board meeting held after theIndependent Directors Meeting at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the 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.
8.2 Remuneration Policy:
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 andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully; ii. Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and iii. Remuneration to Directors Key ManagerialPersonnel and Senior Management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of theCompany 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 athttp://www.geeceeventures.com/financial-archives/policies-and-codes.aspx.
8.3 Number of Meetings of the Board:
During the year the Board of Directors and the Audit Committee of the Company duly met4 (Four) times the details of which are given in the Corporate Governance Report. Propernotices were given and the proceedings were properly recorded and signed in the minutesbook as required by the Articles of Association of the Company and the Companies Act2013. There have not been any instances during the year when recommendations of the AuditCommittee were not accepted by the Board.
8.4 Familiarization Programme to Independent Directors:
During the year under review the Independent Directors were familiarized with thestrategy operations and functions of the Company. The Key Managerial Personnel madepresentation to the Independent Directors on Business Overview Revenue from each businessoperation and roles and responsibility of the Independent Directors and other importantaspects of the Company at the meeting of the Independent Directors held on 29th March2018.
The Terms and Conditions of the appointment of every Independent Director is availableon the website of the Company athttp://www.geeceeventures.com/investor-relation/policies-and-codes. aspx Details offamiliarization programme conducted for its Independent Directors during the year are alsodisclosed on the Company's website at http://www.geeceeventures.com/investor-relation/familiarisation-programme-to-independent-directors.aspx
8.5 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. Theprovisions of this policy are in line with the provisions of Section 177 (9) of CompaniesAct 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy is available on the website of the company at:http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) and (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that -a) in preparation ofthe annual accounts for the financial year ended 31st March 2018 the applicableAccounting Standards have been followed and that there are no material departures. b) thedirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the Company for that period. c) the directors have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. d) the directors have prepared the annualaccounts on a going concern basis. e) the directors have laid down internal financialscontrols to be followed by the company and that such internal financial controls areadequate and are operating effectively. f) the directors have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.
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 FY 2017-18.
The Shareholders of the Company at the 33rd Annual General Meeting held on 29thSeptember 2017 had appointed M/s. MRB & Associates Chartered Accountants (FirmRegistration No. 136306W) as the Statutory Auditors of the Company to hold the office fromthe conclusion of the said Thirty Third (33rd) AGM of the Company till theconclusion of Thirty-Eighth (38th) AGM to be held in the year 2022 subject to ratificationof their appointment by the shareholders every year. The Ministry of Corporate Affairsvide its Notification dated 7th May 2018 has dispensed with the requirement ofratification of Auditor's appointment by the shareholders every year. Hence theresolution relating to ratification of Auditor's appointment is not included in the Noticeof the ensuing 34th Annual General Meeting. The observations made by the Auditors in theirReport read with the relevant notes as given in the Notes on Accounts for the year endedMarch 31 2018 are self-explanatory and therefore do not call for any further commentsunder Section 134 of the Companies Act 2013 as it does not contain any qualificationreservation or adverse remark.
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 31st March 2018. The Secretarial Audit Report issued by M/sNishant Jawasa & Associates Company Secretaries in Form MR-3 is annexed as"Annexure D". The audit does not contain any adverse remark or qualificationother than remark with regards to unspent amount required under Section 135 of theCompanies Act 2013. A detailed statement regarding expenditure under Section 135 formspart of this report as
"Annexure E" 10.3Cost Auditors:
The Board of Directors after receiving recommendation from the Audit Committeeappointed M/s. Kishore Bhatia & Associates Practicing Cost Accountants as the CostAuditor for auditing the cost records of the Company for the financial year 2018-19 at afee of Rs. 80000/- (Rupees Eighty Thousand only) plus applicable taxes and out of pocketexpenses subject to ratification of the said fees by the members at the ensuing AnnualGeneral Meeting pursuant to Section 148 of the Companies Act 2013.
The Cost Audit Report would be filed with the Central Government within the prescribedtimelines.
11. 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 effortsto reduce and optimize the use of energy consumption by installing energy monitoring andconservation systems to monitor usage minimize wastage and increase overall efficiency atevery 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 2017-18 expenditure in foreign currencies in terms of actualoutflow amounted to Rs. 40.56 Lakh (Previous Year Rs.218.74 lakh). The Company has notearned any foreign exchange during the year.
12. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures with respect to the remuneration of Directors and Employees as requiredunder Section 197(12) & (14) of Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenappended as "Annexure A" to this Report. Further as per Section 197 (14) of theCompanies Act 2013 Mr. Gaurav Shyamsukha - Whole Time Director is drawing remunerationfrom the wholly owned subsidiary company - Geecee Fincap Limited (Formerly known as GCILFinance Limited).
The information required under Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 including amendment thereto isprovided in the Annexure forming part of the Report. In terms of the first proviso toSection 136(1) of the Act the Report and Accounts are being sent to the Shareholdersexcluding the aforesaid Annexure. The said Annexure is open for inspection at theregistered office of the Company. Any shareholder interested in obtaining a copy of thesame may write to the Company Secretary. Such details are also available on your Company'swebsite:http://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx
13. HUMAN RESOURCES DEVELOPMENT
Human resource is considered as key to the future growth strategy of the Company andlooks upon to focus its efforts to further align human resource policies processes andinitiatives to meet its business needs.
This year also the Company's focus remained on strategic hiring providing with an openwork environment fostering continuous improvement and development.
The Company continuously adopts structures that help attract best external talent andpromotes internal talent helping them to realize their career aspirations. Your Companybelieves in hiring lifelong learners and providing them with an environment that fosterscontinuous learning innovation and leadership development. Your Company also believes inlong and happy relations for its employees.
Your company's closing headcount for the FY 2017-18 was 39.
14. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. EveryEmployee is made aware that the Company is strongly opposed to sexual harassment and thatthe behavior is prohibited both by law and by the Company. To redress complaints of sexualharassment the Company has adopted a policy on prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and rules framed thereunderand has also constituted an Internal Complaints Committee (ICC) of the Company to redresscomplaints of sexual harassment. The Internal Complaints Committee is constituted withfollowing members:
|Name of the Member ||Category |
|Ms. Dipyanti Kanojia ||Presiding Officer |
|Ms. Suvidha Pawaskar ||Member |
|Mr. Ashish Ranka ||Member |
|Ms. Shweta Diwan ||External Member |
|The Summary as required by the above Act is as under: || |
|Workplace sexual harassment complaints received ||FY 2017-18 |
|Number of cases filed ||Nil |
|Disposal through conciliation ||Nil |
|Pending cases ||Nil |
|Number of workshops & awareness programme conducted ||1 |
15. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES
During the year the Company had entered into one transaction which was not in ordinarycourse of business and not at arm's length basis as required under Section 188 of theCompanies Act 2013. The detail of such transaction is provided in Form AOC-2 annexed as"Annexure F" to the report. Approval of the Audit Committee and Board wasobtained for the transaction. Other than the above transaction all the other transactionsentered into during the financial year 2017- 2018 with Related Parties as defined underSection 188 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules 2014of the Companies Act 2013 and Regulation 23 of the Sebi (Listing Obligations andDisclosure Requirements) Regulations 2015 were in the ordinary course of business and onan arm's length basis. The Company has not entered into material contracts or arrangementsor transactions with related parties in accordance with Section 188 of the Act read withthe Companies (Meetings of Board and its Powers) Rules 2014. There were no materiallysignificant Related Party Transactions made by the Company during the year that would haverequired shareholders' approval under the Listing Regulations.
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 http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx
16. 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.4 forming part of the standalone financial statements.
17. DEPOSITS FROM PUBLIC
The Company has not accepted any deposit from the Public during the year under reviewas per the provisions of Section 73 the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014. As on April 1 2017 no amounts were outstanding whichwere classified as Deposits' under the applicable provisions of Companies Act 2013and hence the requirement of furnishing details of deposits which are not in compliancewith the Chapter V of the Companies Act 2013 is not applicable.
18. 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.
19. 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.
20. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 (the Act') in prescribed Form MGT-9 is enclosed as"Annexure B" to this Report. The Extract of Annual Return can also be accessedat the website of the Company at http://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx
21. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
There are 2 direct subsidiaries and 3 indirect subsidiaries of GeeCee Ventures Limitedas on 31st March 2018. There are no associate companies within the meaning of Section2(6) of the Act. During the year GeeCee Nirmaan LLP was incorporated with GeeCee VenturesLimited and Nirmaan Life Space LLP being its designated partners. Due to amendment inexpression of joint ventures vide companies amendment act 2017 effective from 7th May2018 the LLP is considered as the Joint Venture as per Section 2(6) of the Companies Act2013. There has been no material change in the nature of the business of the subsidiariesand Joint Venture.
BRIEF DETAILS AND HIGHLIGHTS OF PERFORMANCE OF THE DIRECT SUBSIDIARIES: I. SUBSIDIARIES: a) GeeCee FinCap Limited (Formerly known as GCIL Finance Limited): GeeCee FinCap Limited(Formerly known as GCIL Finance Limited) is a wholly owned subsidiary of the Company. Itoperates as the non-deposit taking Non-Banking Financial Company (NBFC) and is registeredwith Reserve Bank of India. The name of the Company was changed from GCIL Finance Limitedto GeeCee FinCap Limited w.e.f 13th June 2017.
On standalone basis GeeCee FinCap Limited reported total revenue from operations forfinancial year 2018 at Rs.1729.12 lakhs over Rs.35.23 lakhs in FY 2017. GeeCee FinCap hasgenerated profit after tax of Rs.103.22 lakhs for FY 2018 as against Rs.(38.87) lakhsduring the previous financial year 2017.
|Performance Highlights of this Company: || ||(`in lakhs) |
|Particulars ||2017 -18 ||2016-17 |
|Gross Income ||1729.12 ||35.23 |
|Total Expenses ||1766.01 ||86.50 |
|Profit Before Tax ||(36.90) ||(51.27) |
|Less: Tax Expense ||(140.12) ||(12.40) |
|Net Profit After Tax ||103.22 ||(38.87) |
b) GEECEE BUSINESS PRIVATE LIMITED: (GBPL) a subsidiary of the Company primarilyengaged in the business of advisory services relating to Capital Market. This Companyreported Net Loss for the year of Rs. 30.38 lakhs as against Net Loss of Rs. 49.26 lakhsincurred during the previous year. No major activities affecting financial position of thecompany has occurred during the year under review.
Performance Highlights of this Company:
| || ||(` in lakhs) |
|Particulars ||2017-18 ||2016-17 |
|Gross Income ||3.71 ||11.37 |
|Total Expenses ||45.74 ||60.97 |
|Profit Before Tax ||(42.03) ||(49.61) |
|Less: Tax Expense ||(11.66) ||(0.34) |
|Net Profit After Tax ||(30.38) ||(49.26) |
BRIEF DETAILS AND HIGHLIGHTS OF PERFORMANCE OF INDIRECT SUBSIDIARIES c) OLDVIEWAGRICULTURE PRIVATE LIMITED: GeeCee Ventures Limited holds 99.99 % share capital of thisCompany through its Wholly Owned Subsidiary (WOS) GeeCee FinCap Limited (Formerly known asGCIL Finance Limited). Due to operative expenses net loss for the year is 0.09 lakhs. Thenet loss for the previous year also stood at 0.09 lakhs. d) NEPTUNE FARMING PRIVATELIMITED: GeeCee Ventures Limited holds 99.99 % share capital of this Company through itsWholly Owned Subsidiary (WOS) GCIL Finance Limited. Due to operative expenses net loss forthe year is 0.14 lakhs as against 0.12 lakhs in the previous year. e) RETOLD FARMINGPRIVATE LIMITED: GeeCee Ventures Limited holds 99.99 % share capital of this Companythrough its Wholly Owned Subsidiary (WOS) GCIL Finance Limited. Due to operative expensesnet loss for the year is 0.17 lakhs as against 0.15 lakhs in the previous year.
II. BODIES CORPORATE :
GEECEE NIRMAAN LLP:During the year M/s. GeeCee Nirmaan LLP was incorporated on 24thApril 2017 with GeeCee Ventures Limited and Nirmaan Life Space LLP as its designatedpartners. The Company has contributed 75% of the contribution to the corpus of the LLP atthe time of incorporation. During the year there were no operations carried out in theLLP. During the year no new subsidiaries were incorporated neither dissolved. Pursuant toprovisions of Section 129(3) of the Act a statement containing salient features of thefinancial statements of the Company's subsidiaries in Form AOC-1 is attached to thefinancial statements of the Company as "Annexure C". The statement also providesthe details of performance and financial position of the Subsidiary Companies. Inaccordance with fourth proviso of Section 136(1) of the Companies Act 2013 the AnnualReport of the Company containing therein its standalone and the consolidated financialstatements has been placed on the website of the Company www.geeceeventures.com.
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 Companywww.geeceeventures.com. Shareholders interested in obtaining a copy of the audited annualaccounts of the subsidiary companies may write to the Company Secretary at the Company'sregistered office.
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.
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.
Pursuant to Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your company has framed a policy on material subsidiary the details ofwhich are available on http://www.geeceeventures.com/uploads/Investor-relations/pdfs/policy-for-determining-material-subsidiary-40.pdf Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2017. The financial highlights in respect of subsidiaries providedabove are as per Indian Accounting Standards and the figures corresponding to the previousfinancial year i.e. 2017 have been restated to conform to ("IND AS").
22. 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
As at 31st March 2018 the Audit Committee was comprised with Mr. Rakesh Khanna as theChairman Mr. Pratap Merchant Mr. Gaurav Shamsukha and Mr. Suresh Tapuriah as itsmembers. Mr. Ashok Shivlal Rupani has been appointed as an additional independent directorof the Company w.e.f. 30th June 2018 and has also been appointed as the member of theAudit Committee w.e.f. 30th June 2018.
The details of the composition of all the above committees attendance of the meetingsand other information of Committees of the Board has been provided in Corporate Governancereport forming part to this report.
23. 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 offinancial risks and controls. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions by the Committee. There is noelement of risk identified by the Management that may in the opinion of the Boardthreaten the existence of the Company.
24. 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 membersof the Committee. The Board has also approved a CSR policy on the recommendations of theCSR Committee which is available on 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 Rs. 5 Lakhs (Rupees Five Lakhs) towards CSR expenditure. As reported in the lastyear's Annual Report (2016-17) the organisation Foundation for Promotion of Sports &Games (popularly known as Olympic Gold Quest) is a Section 8 Company i.e. not forprofit' promoted by Indian sporting legends Geet Sethi and Prakash Padukone with a view toidentify and support Indian athletes who have the potential to win Olympic Gold medals forthe country.
Apart from contributing towards promotion for sports activities the Company alsoendeavors to spend on Education Health Care and Environmental Sustainability. In thisregard the CSR Committee have met various institutions and analyzed various sources andchannels and have conducted research to identify such organisations and agencies carryingout such activities. As the Committee was not able to ascertain such organisations whichcould provide assistance to the Company in conducting CSR expenditure in most justifiablesustainable and measurable manner there was shortfall in spending the total amount asrequired under Section 135 of the Companies Act 2013.
Information on Corporate Social Responsibility (CSR) Policy and initiative taken by theCompany during the financial year 2017-18 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.
25. MAINTAINANCE OF COST RECORDS AND COST AUDIT
In accordance with Section 148 and Rule 3 & 4 of the Companies (Cost Records andAudit) Rules 2014 the Company is required to maintain cost records in respect ofconstruction and electricity supply activity of the Company. In this regard the Companymaintains the Cost records in respect of construction and electricity supply activity inaccordance with Section 148 and Rule 3 & 5 of the Companies (Cost Records and Audit)Rules 2014. Also in accordance with Rule 4 & 6 of the Companies (Cost Records andAudit) Rules 2014 the cost records of the Company is audited by practicing costaccountant M/s. Kishore Bhatia & Associates. The Cost Audit Report for the year2017-18 was placed before Board of Directors at their meeting held on 8th August 2018.The Cost Audit Report did not contain any qualification reservation or adverse remark.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company is having in place Internal Financial Control System commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory &statutory compliances. The Internal Financial Controls with reference to the financialstatements were adequate and operating effectively.
Chartered Accountants monitor & evaluate the efficacy of Internal Financial Controlsystem in the company its compliance with operating system accounting procedures &policies at all the locations of the company. During the year under review no material orserious observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls.
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 independant auditors'report for the year ended 31st March 2018.
27. 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.
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 8th August 2018 (DIN: 00033730)