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Geecee Ventures Ltd.

BSE: 532764 Sector: Infrastructure
NSE: GEECEE ISIN Code: INE916G01016
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OPEN 160.00
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VOLUME 30865
52-Week high 191.50
52-Week low 60.10
P/E 24.25
Mkt Cap.(Rs cr) 324
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 160.00
CLOSE 164.30
VOLUME 30865
52-Week high 191.50
52-Week low 60.10
P/E 24.25
Mkt Cap.(Rs cr) 324
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Geecee Ventures Ltd. (GEECEE) - Director Report

Company director report

To

The Members

GeeCee Ventures Limited

Your Directors are pleased to present the 36th Annual Report of your Companytogether with Audited Financial

Statements for the financial year ended March 31 2020. The consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE AN OVERVIEW :

Particulars

Standalone

Consolidated

Financial Year 2019 -2020

Financial Year 2018 -2019

Financial Year 2019 -2020

Financial Year 2018-2019

(FY 2020) (FY 2019) (FY 2020) (FY 2019)
Revenue from operations 4266.79 14699.00 4480.97 15050.62
Other Income 83.56 597.40 107.37 602.52
Total Income 4350.35 15296.40 4588.34 15653.14
Gross Profit before financial cost Depreciation and Exceptional Items 2038.86 4560.00 2207.68 4738.36
Less: Financial Costs 0.36 2.57 4.36 2.65
Gross Profit before Depreciation 2038.49 4557.43 2203.32 4735.71
Less: Depreciation 152.76 147.15 216.40 198.18
ear before Taxation and y Profitforthe 1885.73 4410.28 1986.92 4537.53
Exceptional Items
Share of Profit/ (Loss) of Associate (net of taxes) - - (0.02) (0.01)
Net Profit Before Tax 1885.73 4410.28 1986.90 4537.52
Less: Provision for Current Tax (including MAT) 509.71 873.55 525.37 873.55
Less: Provision for Deferred Tax (142.73) 26.42 (138.65) 41.95
Less: Tax in respect of Earlier Years - 0.48 - 0.48
Less: Non-controlling interests - - (9.51) 0.93
Net Profit after Tax 1518.75 3509.83 1609.69 3620.61
Adjustments with other equity (199.83) (256.05) (222.79) (251.95)
Add: Balance brought forward from previous year Amount available for appropriation 23526.50 20272.72 24818.14 21474.99
Less: Appropriation
(i) Interim Dividend Paid - - - -
(ii) Tax on Interim Dividend Paid - - - -
(iii) Transfer to Special Reserve - - 21.00 25.50
Closing Balance of retained earnings 24845.92 23526.51 26205.04 24818.14
EPS (Basic per share of face value of Rs. 10/-) 7.18 16.15 7.57 16.67
EPS (Diluted per share of face value of Rs. 10/-) 7.18 16.15 7.57 16.67

2. SHARE CAPITAL:

During the financial year 19-20 the Company had not issued / allotted any shares thusthere was no increase in the paid up and subscribed share capital of the Company. YourCompany extinguished 814814 equity shares consequent to buy back in July 2019 and reducedthe paid up equity share capital by Rs. 81.48 lakh. Thus the paid-up equity share capitalof the Company as at March 31 2020 stood at Rs. 209117290/- (Twenty Crores Ninety OneLakh Seventeen Thousand Two Hundred and Ninety Rupees) comprising of 20911729 equityshares of Rs. 10/- each as compared to 21726543 shares as at 31st March 2019.

3. OPERATIONS AND BUSINESS PERFORMANCE:

The Company's total revenue from operation for the year ended 31st March2020 is Rs.4266.79 lakh as compared to Rs.14699.00 lakh in the previous year. Of the totalrevenue the Company has earned Rs. 2358.87 lakh from real estate activities Rs. 282.32lakh from Wind power generation and Rs. 1625.60 from Investments/ Financing activities ascompared to Rs. 10012.22 lakh Rs.293.09 lakh and Rs. 4393.69 lakh from Real Estate WindPower generation and Investments/ Financing activities respectively in the previous yearon standalone basis. On consolidated basis the revenue from operations for FY 2020 is Rs.4480.97 lakh and Rs. 107.36 lakh. Net Profit before tax is Rs. 1986.90 lakh for thecurrent year as compared to Rs. 4537.52 lakh for the previous year.

The Company has completed and handed over its first project "Cloud 36" tosociety. The Company has received Occupancy Certificate (OC) for "The Mist"Phase I and is in the process of handing over its flats to the Buyers. The constructionactivity at Karjat- "The Mist" - Phase II and "GeeCee Aspira 206" wasprogressing as per schedule before the Covid-19 Pandemic. However due to COVID-19 pandemicthough the activities have started again the scale of activities is much lower thanpre-covid pandemic thus it is expected that there could be delay in completion of theproject. Further it is brought to the knowledge of the members that the Company has got anew land parcel at Chembur and all the permissions from various authorities with regardsto the construction activities at Chembur have been procured.

4. DIVIDEND:

Your Directors wish to conserve resources for future expansion and growth of theCompany. Thus with the view of improving return on capital employed through variousprojects being added in Company's portfolio the Board believes that conserving andinvesting the Company's capital in many high return investment opportunities currentlyavailable instead of distributing it as a dividend and thereby maximize shareholder'svalue creation in the long term. Hence your Directors have not recommended any dividendfor the financial year ended March 31 2020.

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 Rs. 1100 lakh (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 Rs. 135/- (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 Rs. 24845.92 lakh in the profit andloss account. Hence no amount is transferred to General Reserve during the financial year2019-2020.

7. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report (MD&A) for the year under review asstipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is appended to this Report.

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 in included in the Annual Report along with a Certificate fromM/s. MRB & Associates Chartered Accountants in practice confirmingcompliance withconditions on requirements of Corporate

Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The auditors' certificate for fiscal2019-2020 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.

During the year under review Mr. Ashok Shivlal Rupani Independent Director (Din:00079574) had ceased to act as the Independent Director w.e.f 02nd August 2019due to his sudden and sad demise. At the 35th Annual General Meeting (AGM) heldon September 25 2019 the shareholders of the Company approved the following:

1. Appointment of Mr. Vallabh Prasad Biyani (Din:00043358) as an Independent Directorof the Company for a period of five years witheffectfromDecember272018toDecember262023whoseofficeshall not be liable to retire byrotation.

2. Appointment of Ms. Rupal Ketan Desai (Din:08496829) as an Independent Director ofthe Company for a period of five years with effect from June 30 2019 to June 29 2024whose office shall not be retire by rotation.

3. Re-appointment of Mr. Rakesh Khanna (Din: 00040152) as an Independent Director ofthe Company for a period of five years with effectfromSeptember102019toSeptember092024whoseofficeshall not be liable to retire byrotation.

4. Re-appointment of Mr. Suresh Tapuriah (Din: 00372526) as an Independent Director ofthe Company for a period of five years with effectfromSeptember102019toSeptember092024whoseofficeshall not be liable to retire byrotation.

5. Re- appointment of Mr. Gaurav Shyamsukha (Din: 01646181) as the Whole Time Directorof the Company for a period of 3 (Three) years with effect from May 01 2019 to April 302022 whole office shall be liable to retire by rotation.

6. Re- appointment of Mr. Vazhathara Vasudevan SureshKumar (Din: 00053859) as the WholeTime Director of the Company for a period of 3 (Three) years with effect from May 28 2020to May 27 2023 whose office shall not be liable to retire by rotation.

7. Re-appointment of Mr. Harisingh Shyamsukha (Din: 00033325) as the Whole TimeDirector of the Company for a period of 3 (Three) years with effect from May 18 2020 toMay 17 2023 whose office shall not be liable to retire by rotation.

The Board of Directors through Circular Resolution passed on October 30 2019 appointedMs. Neha Bandyopadhyay (Din: 08591975) as an Additional Independent Director w.e.f October31 2019 on the Board of Company to hold the office up to the date of ensuing AnnualGeneral Meeting. The Company has received necessary declarations from Ms. NehaBandyopadhyay under Section 149 (7) of the Act that she meets the criteria ofindependence laid down in the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations"). Ms. Neha Bandyopadhyayis not related to any Director on the Board of the Company. A brief profile and otherdetails as required under the Act Secretarial Standard -2 and Listing

Regulations of Director proposed to be appointed is annexed to the notice conveningthe 36th Annual General Meeting.

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)retires by rotation and being eligible have offered himself for re-appointment.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as at March 31 2020 is as follows: Mr. Gaurav Shyamsukha Mr. HarisinghShyamsukha and Mr. Vazhathara Vasudevan Sureshkumar – Whole-Time Directors Ms.Dipyanti Jaiswar - Company Secretary

Officer Mr.AshishRanka-ChiefFinancial

Declaration from Independent Directors

The Company has received necessary declarations under Section 149(7) of the CompaniesAct 2013 and Regulation 25(8) of the Listing Regulations from the Independent Directorsstating that they meet the prescribed criteria for independence. The Board afterundertaking assessment and on evaluation of the relationships disclosed considered thefollowing Non-Executive Directors as Independent Directors: a) Mr. Rakesh Khanna b) Mr.Suresh Tapuriah c) Mr. Vallabh Prasad Biyani d) Ms. Rupal Desai e) Ms. Neha Bandyopadhyay

All Independent Directors have affirmed compliance to the code of conduct forindependent directors as prescribed in Schedule IV to the Companies Act 2013.

In accordance with Rule 8 (5) (iiia) of the Companies (Accounts) Rules 2014 the Boardof Directors is of the opinion that the independent directors appointed during theprevious financial year possess the required skills expertise integrity and experience.They are of the opinion that the Independent Directors on the Board of the Company hasvaried experience which is found to be appropriate and expedient to the Company. List ofkey skills expertise and core competencies of the Board as required under Schedule V ofSEBI (LODR) Reg. 2015 is provided in the Corporate Governance Report annexed along withthe annual report.

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 Director its Committees and Chairman of the Board. This evaluation was led bythe Board as a whole on the basis of the parameters provided in the evaluation frameworkas approved by the Nomination and Remuneration Committee and the Board of Directors. TheBoard evaluation framework has been designed in compliance with the requirements under theCompanies Act 2013 and the Listing Regulations and in accordance with the Guidance Noteon Board Evaluation issued by SEBI in January 2017. The Board evaluation was conductedthrough questionnaire designed with qualitative parameters and feedback 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 Committeeswas based on criteria's such as composition adequate independence of each Committeefrequency of meetings effective interactions and decisions effective participation inthe decision making awareness of roles responsibilities and terms of reference of eachof the committee and contribution to the decisions 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 the meetings of the Board and the committee levelof confidentiality maintained at each level of 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 separatemeeting of Independent Directors held on March 17 2020 performance of non-independentdirectors performance of the board as a whole and performance of the chairperson of theCompany was evaluated and the evaluation report was placed at the Nomination andRemuneration Committee and Board Meeting held on June 18 2020. The performance evaluationof each of Board its committees and the Individual Directors for the year 2019-2020 wasdone at the meeting of the Board held on June 18 2020 and the evaluation report wasplaced before the Board of Directors at their meeting held subsequently after the meetingat which the evaluation was conducted. Performance evaluation of independent directors wasdone by the entire board excluding the independent directors 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 the Company.

10. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

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 toSection 134(3) of the Companies Act 2013 the nomination and remuneration policy of the

Company which lays down the criteria for determining qualifications competenciespositive attributes and independence for appointment of Directors and policies of theCompany relating to remuneration of Directors KMP and other employees was approved by theBoard of Directors at their meeting held on March 30 2015 which was amended by the Boardand the Nomination and Remuneration Committee at their meeting held on May 22 2019. TheCompany has adopted a Remuneration Policy for the Directors Key Managerial Personnel andother employees. The philosophy for remuneration of Directors Key Managerial Personneland all other employees of the Company is based on the commitment of fostering a cultureof 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 the Company successfully; ii Relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; andiii. Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance 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 athttps://www.geeceeventures.com/uploads/Investor-relations/pdfs/nomination-and-remuneration-policy--amended-22052019-1459.pdf

11. BOARD AND AUDIT COMMITTEE MEETINGS:

During the year the Board of Directors and Audit Committee of the Company duly met 4(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. As at March 31 2020 the Audit Committee was comprised with Mr. Rakesh Khanna asthe Chairman Mr. Gaurav Shyamsukha Mr. Suresh Tapuriah and Mr. Vallabh Prasad Biyani asits members. Mr. Vallabh Prasad Biyani was appointed as the Member of the Audit Committeew.e.f 07th November 2019. Due to demise of Mr. Ashok Shivlal Rupani he hadceased to be the member of the Audit Committee w.e.f August 02 2019. There have not beenany instances during the year when recommendations of the Audit Committee were notaccepted by the Board. The maximum interval between both the two meetings did not exceed120 days as prescribed in the Companies Act 2013.

12. 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 familiarized with the strategy operations and functions of the Company itsBusiness Overview Revenue from each business operation roles and responsibilities of theIndependent Directors and about the amendments and changes in the statutory provisionsregulating the Company. The Terms and Conditions of the appointment of every IndependentDirector is available on the website of the Company athttps://www.geeceeventures.com/uploads/Investor-relations/pdfs/terms-and-conditions-of-independent-director-1412.pdf

Details of familiarization programme conducted for its Independent Directors during theyear are also disclosed on the Company's website athttps://www.geeceeventures.com/investor-relation/familiarisation-programme-to-independent-directors.aspx

13. 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 have 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 Board of Directors at their meeting held on June 18 2020 hasamended the Whistle Blower Policy.

The amended policy is available on the website of the company athttps://www.geeceeventures.com/uploads/Investor-relations/pdfs/whistle-blower-policy-amended-wef-18th-june-2020-1446.pdf

14. 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 financialreporting by theincludingauditofinternalfinancial statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year ended March 31 2020.

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) inpreparation of the annual accounts for the financial year ended March 31 2020 theapplicable accounting standards have been followed and that there are no materialdepartures. b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the Company for that period. c) the directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities. d) thedirectors have prepared the annual accounts on a going concern basis. e) the directorshave laid down internal financialscontrols to be followed by the company and that suchinternal financial controls are adequate and are operating effectively. f) the Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

15. AUDITORS: 15.1 Statutory Auditors

At the Thirty –Third (33rd AGM) Annual General Meeting held onSeptember 29 2017 M/s. MRB & Associates Chartered Accountants (Firm Registration No.136306W) were appointed as the Statutory Auditors for a period of 5 continuous years fromthe conclusion of Thirty –Third (33rd AGM) Annual General Meeting till theconclusion of Thirty-Eighth (38th AGM) Annual General Meeting of the Company tobe held in the year

2022. Accordingly M/s. MRB & Associates Chartered Accountants will continue asstatutory auditors of the

Company till the financial year 2021-22.

There are no qualifications reservations or Auditors in their report for the financialyear ended March 31 2020. The Auditors have confirmed that they have subjected themselvesto the peer review process of Institute of Chartered Accountants of India (ICAI) and holdvalid certificate issued by the Peer Review Board of the ICAI.

The Auditors attend the Annual General Meeting of the Company.

Pursuant to provisions of the Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Committee during the yearunder review.

15.2 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 the Company Secretaries in Practice(C.P. No 6993) to conduct Secretarial Audit of the Company for the financial year ended 31stMarch 2020. The Secretarial Audit Report issued by M/s Nishant Jawasa & Associates.Company Secretaries in Form MR-3 is annexed as "Annexure

D". The audit report 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". Further no incident of fraud wasreported by the secretarial auditors to the audit committee during the year under review.

15.3 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 21 2020 hasapproved appointment of M/s. Kishore Bhatia &

Associates Practicing Cost Accountants as the Cost Auditors of the Company for thefinancial year ending

March 31 2021 at remuneration of Rs. 88000/- (Rupees Eighty Eight Thousand only) plusapplicable taxes and out of pocket expenses on actuals. A proposal for ratification ofremuneration of the Cost Auditor for the financial year 2020-2021 is placed before theshareholders at the ensuing Annual General Meeting. The Report of the Cost Auditors forthe financial year ended March 31 2020 shall be filed with the Ministry of CorporateAffairs and Central Government within the prescribed period. The provisions of Section148(1) of the Companies Act 2013 are applicable to the Company and accordingly theCompany has maintained cost accounts and records in respect of the Construction activitiesand Electricity supply services for the year ended March 31 2020.

16. 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 no capital investment on energy equipments done during the yearunder 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 construction activities/ procedures which inturn results in stable levels of quality shorter time lines and reduced consumptions ofman and materials at site. The Company periodically surveys to identify new machinesmaterials and methodologies and implements them if found to be effective in the projects.The Company has not imported any technology during last three years whereas there was noexpenditure incurred on Research and Development during the year.

C. Foreign Exchange Earnings and outgo

During the financial year 2019-2020 expenditure in foreign currencies in terms ofactual outflow amounted to Rs. 86.44 Lakh (Previous Year Rs. 81.01 Lakh). The Company hasnot earned any foreign exchange during the year.

17. 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) is appended as "Annexure A" andinformation as per Rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been appended as"Annexure B" 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 subsidiarythe Company - Geecee Fincap Limited.

The Board of Directors affirmsthat 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.

18. 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 2019-2020was 46.

19. 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. The details with respectto the Internal Complaints Committee have been disclosed in the Corporate GovernanceReport under the heading "Other Disclosures". During the FY 2019-2020 theCommittee had not received any complaints.

20. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were inthe ordinary and normal course of the business and at arm's length basis. The Company hasnot entered into any material contracts or arrangements or transactions with relatedparties in accordance with Section 188 of the Act read with the Companies (Meetings ofBoard and its Powers) Rules 2014 and Regulation 23 of the SEBI Listing Regulations.

There were nomateriallysignificantRelated Party Transactions made by the Company duringthe year that would have required Shareholders' approval under the Listing Regulations.

All the Related Party Transactions are placed on a quarterly basis before the AuditCommittee and Board for approval. Prior omnibus approval of the Audit Committee and theBoard is obtained for the transactions which are foreseeable and are repetitive in nature.Attention of Members is drawn to the disclosures of transactions with related parties setout in Notes to Accounts

Note No. 35 forming part of the Standalone financial statements. As required underRegulation 23 (1) of the

Listing Regulations the Company has formulated a Related Party Transactions Policywhich is available on the website of the Company athttps://www.geeceeventures.com/investor-relation/policies-and-codes.aspx Details oftransaction(s) of your Company with entity(ies) belonging to the promoter/promoter groupwhich hold(s) more than 10% shareholding in the Company as required under para A ofSchedule V of the Listing

Regulations are provided as part of the financial statements.

Pursuant to Regulation 23(9) of the Listing Regulations your Company has filedthereports on related party transactions with the Stock Exchanges.

The Related Party Transactions Policy which was formulated in the year 2014 wasamended on 23rd May 2018 and was further amended and approved by the AuditCommittee and the Board of Directors at their meetings held on 22nd May 2019.

21. 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 nos. 4 and 10 forming part of the standalone financial statements.

22. 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 as‘Deposits' in terms of Section 73 of the

Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 andhence the requirement for furnishing of details of deposits which are not in compliancewith the Chapter V of the Companies Act 2013 is not applicable.

23. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013:

There have been no other material changes and commitments affecting the financialposition of the Company which have occurred between March 31 2020 and the date of thisReport other than those disclosed in this Report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS: by anyRegulator/ Court that would impact the ‘going Therearenosignificant concern' statusof the Company and its future operations.

25. EXTRACT OF ANNUAL RETURN:

As per the provisions of Section 92 (3) of the Companies Act 2013 an extract of theAnnual Return in Form MGT-9 is attached as "Annexure -C' to this Report.

The Extract of Annual Return can also be accessed at the website of the Company athttps://www. geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx

26. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

As at March 31 2020 the Company had 5 subsidiaries out of which 2 are direct and 3indirect subsidiaries the details of which are provided as under:

A. SUBSIDIARY COMPANIES DIRECT a) GeeCee FinCap Limited: GeeCee FinCap Limited is awholly owned subsidiary of the Company operating as the non-deposit taking Non-BankingFinancial Company (NBFC). The business of this subsidiary is primarily of lending to theother body corporates and concerns engaged in the real estate business. This subsidiaryalso invests its surplus fund in the risk free interest bearing financial instruments.GCFL reported total revenue of Rs. 303.42 Lakh (Rs. 482.62 Lakh in 2018-2019) for theperiod under review and Profit after tax of Rs.104.64 Lakh (Rs. 126.60 Lakh in 2018-2019)for the period under review. b) GeeCee Business Private Limited: (GBPL) Thissubsidiary is primarily engaged in the business of advisory services relating toCapital Market. It reported total revenue of Rs. 4.62 Lakh (Rs. 49.55 Lakh in 2018-2019)for the period under review. There were no comprehensive income earned by the Company forthe year under review. This subsidiary incurred loss of Rs. 252.48 lakh during the yearended March 31 2020.

INDIRECT SUBSIDIARIES c) OLDVIEW AGRICULTURE PRIVATE LIMITED: This is the WhollyOwned Subsidiary (WOS) of GeeCee FinCap Limited. GeeCee Ventures Limited indirectly holdsshares in this Company. During the year under review there was no revenue generated fromthe operations of the Company. However Rs. 7850 /- was earned as other income (Rs. 4110/-in 2018-19). There was no revenue generated during the year however due to expensesincurred by the Company in making statutory payments and in other related expenses thissubsidiary made net loss Rs. 4240/- Lakh (Loss of Rs. 7570/- in 2018-2019).

d) NEPTUNE FARMING PRIVATE LIMITED: This is the Wholly Owned Subsidiary(WOS) of GeeCee FinCap Limited. GeeCee Ventures Limited indirectly holds shares in thisCompany. During the year under review there was no revenue generated from the operationsof the Company. However Rs. 3190 /- was earned as other income (Rs. 0/- in 2018-19). Therewas no revenue generated during the year however due to expenses incurred by the Companyin making statutory payments and in other related expenses this subsidiary made net lossRs. 8800/- (Loss of Rs. 11280/- in 2018-2019).

e) RETOLD FARMING PRIVATE LIMITED: This is the Wholly Owned Subsidiary (WOS) ofGeeCee FinCap Limited. GeeCee Ventures Limited indirectly holds shares in this Company.During the year under review there was no revenue generated from the operations of theCompany. However Rs. 4070 /- was earned as other income (Rs. 4660/- in 2018-19). There wasno revenue generated during the year however due to expenses incurred by the Company inmaking statutory payments and in other related expenses this subsidiary made net loss Rs.8300/- (Loss of Rs. 4390760/- in 2018-2019).

B. LIMITED LIABILITY PARTNERSHIPS (LLPs) a) GEECEE NIRMAAN LLP: This LLP has twopartners with GeeCee Ventures Limited holding 75% and Nirmaan Life Space LLPholding 25% of the total contribution to the corpus of the LLP. Since the control of thisLLP lies with both the partners the LLP is a Joint Venture Company in terms of Section2(6) & 2(27) of the Companies Act 2013. There were no business operations carried outand thus no revenue was generated during the year by this LLP. However due to statutoryand other related expenses this LLP made loss of Rs. (2601/-) as compared to Rs.(12/-)

b) GEECEE COMTRADE LLP: GeeCee Comtrade LLP was incorporated on February 01 2019with GeeCee Ventures Limited and GeeCee Business Private Limited (GBPL) as its partners.The Company has contributed 99% and GBPL 1% of the total contribution to the corpus of theLLP. Since incorporation no revenue was generated in this LLP and due to the expensesincurred in maintaining the LLP and due to the statutory and other related expenses thisLLP made net loss of Rs. 5973.90 as compared to Rs. 3146.22 in the previous year.

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.

Your Company funds its subsidiaries from time to time in the ordinary course ofbusiness and as per the fund requirements through equity loans guarantees and othermeans to meet working capital requirements.

Pursuant t othe provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Companyhttps://www.geeceeventures. com/investor-relation/financial-results-and-annual-report.aspx

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 F". Thestatement also provides the details of performance and financial position of theSubsidiary Companies. proviso of the said section audited annual accounts of each of thesubsidiary Furtherasperfifth companies have also been placed on the website of theCompany https://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx

As per Section 136(1) copies of the aforesaid documents will be available forinspection electronically. Members seeking to inspect such documents can send an email togeecee.investor@gcvl.in . Please note that due to COVID-19 pandemic the requirement ofmaking physical inspection available in respect of the the financial statements of thesubsidiary companies is not feasible thus electronic inspection has been made available.

27. 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 is available on the website of the Companyathttps://www.geeceeventures.com/uploads/Investor-relations/pdfs/material-subsidiary-policy--amended-wef-22nd-may-2019-1447.pdfDuring the financial year 2019-2020 there were no material subsidiaries of the Company.

28. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129(3) of the Act and as per Regulation 33of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theConsolidated Financial Statements forms part of this Annual Report and shall also be laidbefore the ensuing AGM of the Company. The Consolidated Financial Statements have beenprepared in accordance with the Indian Accounting Standards (IND AS) under Section 133 ofthe Act.

On a consolidated basis the revenue from operations for FY 2020 is Rs. 4480.97 lakh andRs. 107.37 Lakh as other income. Net Profit before tax is Rs. 1986.92 lakh for the currentyear as compared to

Rs. 4537.53 lakh for the previous year.

29. 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 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 attendance of the meetingsand other information of Committees of the Board has been provided in Corporate Governancereport forming part of this report.

30. 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 identifiedby the businesses and functionsare systematically addressed through mitigating actions by the Committee. There is noelement of risk identifiedby the Management that may in the opinion of the Boardthreaten the existence of the Company.

31. 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 athttps://www.geeceeventures.com/uploads/Investor-relations/pdfs/corporate-social-responsibility-policy--amended-wef-8th-february-2017-223.pdf.

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 Lakh (Rupees Five Lakh) towards CSR expenditure and thus total CSRExpenditure incurred by the Company for the year 2019-20 was Rs. 5 Lakh.

During the year Company made very hard efforts to recognized philanthropic activitieswhich duly qualify for CSR as per schedule VII of Companies Act 2013 and some of theefforts bore the fruits also and amount of Rs. 5Lakh /- was spent on these activities suchrecognized. However the total amount due for the year as per limits prescribed under theCompanies Act 2013 could not be spent and Rs. 61.40 lakh remained unspent.

The CSR Committee and the Board of Directors are continuously evaluating appropriateprojects to fulfill its obligations towards making CSR contribution effectively.Information on Corporate Social Responsibility (CSR) Policy and initiative taken by theCompany during the financial year 2019-20 pursuant to Section 135 of the Companies Act2013 read with Rule 8 of the Companies

(Corporate Social Responsibility Policy) Rules 2014 is set out as "AnnexureE" to the report.

32. MAINTAINANCE OF COST RECORDS AND COST AUDIT:

In respect of FY 2019-2020 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 services and accordingly such accountsand records were made and maintained by the Company. The Company maintains the Costrecords in respect of construction and electricity supply services in accordance withSection 148 and Rule 3 & 5 of the Companies (Cost Records and Audit) Rules 2014. Alsoin accordance with Rule 4 & 6 of the Companies (Cost Records and Audit) Rules 2014the cost records of the Company is audited by practicing cost accountant M/s. KishoreBhatia & Associates. The Cost Audit Report for the year 2019-2020 was placed beforeBoard of Directors at their meeting held on August 21 2020. The Cost Audit

Report did not contain any qualification reservation or adverse remark.

33. 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 independent auditors' report standalone financial statement forthe year ended 31st March 2020.

34. 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.

35. DEPOSITORY SYSTEM:

The Company's Equity Shares are compulsorily tradable in electronic form. As on March31 2020 out of the Company's total equity paid-up share capital comprising of 20911729Equity Shares only 115 Equity Shares were in physical form and the remaining capital isin dematerialized form. As per SEBI Notification No. SEBI/ LAD-NRO/GN/2018/24 dated June8 2018 and further amendment vide Notification No. SEBI/LADNRO/

GN/2018/49 dated November 30 2018 requests for effecting transfer of securities(except in case of transmission or transposition of securities) cannot be processed fromApril 1 2019 unless the securities are held in the dematerialized form with thedepositories. Therefore Members are requested to take necessary action to dematerializetheir holdings.

36. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to thecustomers joint venture partners shareholders banks financial institutions fixeddeposit holders vendors and other associates who through their continued support andcooperation have helped as partners in the Company's progress. The Directors alsoacknowledge the hard work dedication and commitment of the employees.

For and on behalf of the Board of Directors

GeeCee Ventures Limited

Ashwin Kumar Kothari

Chairman (Din: 00033730)

Mumbai August 21 2020

The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow: a) The ratio of remuneration of each Director to the Median Remuneration ofemployees and the percentage increase in remuneration of each Director and KMPs of theCompany for the financial Year 2019-2020:

Name of the Directors & Designation Remuneration for the FY 2019-2020 (Rs. In Lakh)

5Ratio of remuneration of each director to median remuneration of employees

% 6Increase in remuneration in the financial year
Col. 1 Col.2 Col.3 Col. 4
1Mr. Gaurav Shyamsukha Whole Time Director 56.55 10.38 -47.46
Mr. Vazhathara Vasudevan Suresh 57.72 10.60 -0.69
Kumar Whole Time Director
Mr. Harisingh Shyamsukha Whole Time Director 68.65 12.60 6.88
Mr. Rakesh Khanna Independent Director 1.40 0.26 Nil
Mr. Suresh Tapuriah Independent Director 1.00 0.18 Nil
Mr. Vallabh Prasad Biyani Independent Director 0.80 0.15 Nil
2Mr. Ashok Rupani Independent Director 0.35 0.06 Nil
3Ms. Rupal Desai Independent Director 0.45 0.08 Nil
4Ms. Neha Bandyopadhyay Independent Director 0.35 0.06 Nil
Mr. Ashish Ranka Chief Financial Officer 28.76 NA 8.92
Ms. Dipyanti Jaiswar Company Secretary 8.64 NA 20.35

1As the remuneration paid to Mr. Gaurav Shyamsukha in the financial year 2019-20excludes commission amount as against the remuneration paid for the financial in theremuneration is negative. 2During the year under review Mr. Ashok ShivlalRupani Independent Director (Din: 00079574) had ceased to act as the Independent Directorw.e.f 02nd August 2019 due to his sudden and sad demise. 3Ms. RupalKetan Desai was appointed as Independent Director w.e.f June 30 2019.

 4Ms. Neha Bandyopadhyay was appointed as Additional IndependentDirector w.e.f October 31 2019.

5The figures in Col. 3 are based on the median remuneration of the current year. 6Thefigures in Col. 4 represent comparison with previous year.

Notes:

- No remuneration/Sitting Fees was paid to the Non-Executive Directors of the Companyduring the financial year hence no details are provided in the above table.

- The Independent Directors are paid only Sitting Fees for attending the Board/Committee Meetings.

- For the purpose of calculation of median remuneration employees who have worked forpart of the year were not considered.

b) The percentage increase in the median remuneration of employees in the financialyear was 4.45%. For said calculation employees who have worked for part of the year in FY2019-20 were not considered to ensure comparability.

c) The number of permanent employees on the rolls of Company as on 31stMarch 2020 was 46.

d) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averageannual increase in the salaries of the employees during the year was 8.41%whereas increasein managerial remuneration for the year was (41%)

e) Affirmation that the remuneration is as per the remuneration policy of theCompany: The remuneration is as per the remuneration policy of the Company.

For and on behalf of the Board of Directors

GeeCee Ventures Limited

Ashwin Kumar Kothari

Chairman (Din: 00033730)

Mumbai August 21 2020

FORM NO.MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on March 31 2020

[Pursuant to section 92(3) of the Companies Act 2013 and Rule12 (1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS :

i) CIN L24249MH1984PLC032170
ii) Registration Date 14th February 1984
iii) Name of the Company GeeCee Ventures Limited
iv) Category/ Sub-Category of the Company Company Limited by Shares /
Indian Non-Government Company
v) Address of the registered office 209-210 Arcadia Building 2nd floor and contact detail 195 Nariman Point Mumbai - 400021
Tel: 91 22 4019 8600 Fax: 91 22 4019 8650
Email: dipyanti@gcvl.in
Website: www.geeceeventures.com
vi) Whether listed company Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any Link Intime India Private Limited
Unit: GeeCee Ventures Limited C 101 247 Park L.B.S. Marg Vikhroli (West) Mumbai-400083
Tel: +91 22 49186000
Fax: +91 22 49186060
Email: rnt.helpdesk@linkintime.co.in
Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany:-

Sr. No. Name & Description of main products/ Services NIC Code of the Product/service % total turnover of the company
1 Construction and Real Estate Development 4100 55.28
2. To promote the formation & mobilization of capital to manage capital savings & investments. 6499 38.10

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name & address of the Company CIN/GLN Holding / Subsidiary / Associate % of Shares held Applicable Section
1 GeeCee FinCap Limited U67120MH2008PLC179126 Wholly Owned Subsidiary 100% 2 (87)(ii)
2 GeeCee Business Private Limited U45400MH2006PTC164679 Subsidiary 63% 2 (87)(ii)
3 OldView Agriculture Private Limited U01403MH2011PTC222109 Indirect Subsidiary 100% (99.99% is held By GeeCee FinCap Limited 2 (87)(ii)
4 Neptune Farming Private Limited U01200MH2011PTC222006 Indirect Subsidiary 100% (99.99% is held By GeeCee FinCap Limited 2 (87)(ii)
5 Retold Farming Private Limited U01400MH2011PTC222556 Indirect Subsidiary 100% (99.99% is held By GeeCee FinCap Limited 2 (87)(ii)
6 GeeCee Nirmaan LLP AAJ-2567 Associate (Joint Venture Company) 75% of Contribution held by the Company (Control is equally exercised by both the Parties) 2(6) & 2 (27)
7 GeeCee Comtrade LLP AAO-1885 Subsidiary 99% of Contribution held by the Company 2 (87)(ii)

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)i) Category-wise Shareholding:

Category of Shareholders Number of shares of Rs. 10 /- each held at the beginning of the year 1st April 2019 Number of shares of Rs. 10 /- each held at the end of the year 31st March 2020
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % of change during the year
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals/Hindu 9981941 - 9981941 45.9435 9608455 - 9608455 45.9477 0.0042
Undivided Family
(b) Central Government/ State Government(s) - - - - - - - - -
(c) Bodies Corporate 4728431 - 4728431 21.7634 4551487 - 4551487 21.7652 0.0018
(d) Financial Institutions / Banks - - - - - - - -
(e) Any Other (specify) - - - - - - - -
Sub Total (A)(1) 14710372 - 14710372 67.71 14159942 - 14159942 67.71 0.0060
2 Foreign
(a) Individuals (Non- Resident Individuals/ Foreign Individuals) - - - - - - - - -
(b) Bodies Corporate - - - - - - - - -
(c) Institutions - - - - - - - -
(d) Qualified Foreign - - - - - - - - -
Investors
(e) Any Other (specify) - - - - - - - - -
Sub Total (A)(2) - - - - - - - - -
Total Shareholding of Promoter and Promoter 14710372 - 14710372 67.71 14159942 - 14159942 67.71 0.0060
Group (A)=(A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/UTI - - - - - - - - -
(b) Financial Institutions / Banks 3812 - 3812 0.0175 150 - 150 0.0007 (0.0168)
(c) Central Government/ State Government(s) - - - - - - - -
(d) Venture Capital Funds - - - - - - - -
(e) Insurance Companies - - - - - - - -
(f) Foreign Institutional Investors - - - - - - - -
(g) Foreign Venture Capital Investors - - - - - - - -
(h) Qualified Foreign - - - - - - - -
Investors
(I) Any Other (specify) - - - - 27 - 27 0.0001 0.0001
Sub Total (B) (1) 3812 - 3812 0.0175 177 - 177 0.0008 (0.0167)
2 Non-institutions
(a) Bodies Corporate
(i) Indian 1601500 - 1601500 7.3712 1548821 - 1548821 7.4065 0.0353
(ii) Overseas - - - - - - - -
(b) Individuals - 2262161 115 2262276 10.4125 2055689 115 2055804 9.8309 (0.5816)
(i) shareholders holding nominal share capital up to Rs. 1 lakh Individual shareholders 1975594 0 1975594 9.0930 2019701 0 2019701 9.6582 0.5652
(ii) holding nominal share capital in excess of Rs. 1 lakh
(c) Qualified Foreign Investors - - - - - - - -
(d) Any Other
i Investor Education and Protection Fund (IEPF) 3180 - 3180 0.0146 4279 - 4279 0.0205 0.0059
ii Non Resident Indians (Repat) 41761 - 41761 0.1922 41232 - 41232 0.1972 0.0050
iii Non Resident Indians (Non Repat) 22973 - 22973 0.1057 24639 - 24639 0.1178 0.0121
iv Hindu Undivided Family 1066955 - 1066955 4.9108 1050006 - 1050006 5.0211 0.1103
v Clearing Member 37338 - 37338 0.1719 7128 - 7128 0.0341 (0.1378)
vi Market Maker 782 - 782 0.0036 - - - - (0.0036)
Sub Total (B)(2) 7012244 115 7012359 32.2755 6751495 115 6751610 32.2862 0.0107
Total Public Shareholding 7016056 115 7016171 32.2931 6751672 115 6751787 32.2871 (0.0060)
(B)=(B)(1)+(B)(2) Total (A)+(B) 21726428 115 21726543 100 20911614 115 20911729 100 -
(C) Shares held by custodians and against which Depository Receipts have been issued
i Promoter and Promoter group - - - - - - - -
ii Public - - - - - - - -
Total (C ) - - - - - - - -
GRAND TOTAL (A)+(B)+(C) 21726428 115 21726543 100 20911614 115 20911729 100 -

During the financial year 2019-20 your Company extinguished 814814 equity sharesconsequent to buy back made in the month of July 2019 and reduced the paid up equityshare capital by Rs. 81.48 lakh. Consequent to which the paid up share capital as at March31 2020 is Rs. 209117290 as compared to Rs. 217265430/- as at March 31 2019. ii)Shareholding of Promoters (including Promoters Group)

Sr. No Shareholder's Name

Shareholding at the beginning of the year 1st April 2019

Shareholding at the end of the year 31st March 2020

No of shares of Rs. 10/- each % of total shares of my company %of Shares Pledged / encumbered to total shares No of shares of Rs. 10/- each % of total shares of my company %of Shares Pledged / encumbered to total shares % change in share- holding during the year
1. Mr. Ashwin Kumar Kothari 350000 1.6109 0 336910 1.6111 0 0.0002
2. Mr. Gaurav Shyamsukha 661086 3.0428 0 636362 3.0431 0 0.0003
3. Ms. Nidhi Shyamsukha 975000 4.4876 0 938535 4.4881 0 0.0005
4. Ms. Tejal Kothari 2060000 9.4815 0 1982955 9.4825 0 0.0010
5. Mr. Harisingh Shyamsukha 816741 3.7592 0 786195 3.7596 0 0.0004
6. Ms. Arti Shyamsukha 2462426 11.3337 0 2370330 11.3349 0 0.0012
7. Ms. Meena A Kothari 100 0.0005 0 57 0.0003 0 (0.0002)
8. Mr. Rohit Kothari 2404844 11.0687 0 2314900 11.0699 0 0.0012
9. Ashwin Kumar Kothari- HUF 100 0.0005 0 57 0.0003 0 (0.0002)
10. Ashwin Kumar Kothari- (Smaller) HUF 100 0.0005 0 57 0.0003 0 (0.0002)
11. Pannalal C Kothari HUF 100 0.0005 0 57 0.0003 0 (0.0002)
12. Harisingh Shyamsukha- HUF 251444 1.1573 0 242040 1.1574 0 0.0001
13. New Age Energy India Private Limited 1340867 6.1716 0 1290718 6.1722 0 0.0006
14. Rakhee Dyechem LLP 849351 3.9093 0 817585 3.9097 0 0.0004
15. Saraswati Commercial (India) Ltd 2537967 11.6814 0 2443043 11.6826 0 0.00012
16. Singularity Holdings Limited 82 0.0004 0 47 0.0002 0 (0.0002)
17. Four Dimensions Securities (India) Ltd 82 0.0004 0 47 0.0002 0 (0.0002)
18. Winro Commercial (India) Ltd 82 0.0004 0 47 0.0002 0 (0.0002)
Total 14710372 67.71069 0 14159942 67.7129 0 0.0060

iii) Changes in Promoters' (including Promoters Group) Shareholding (please Specify ifthere is no change)

Sr. No ^Name of the Shareholder

Shareholding at the beginning of the year as on 01.04.2019

Date Reason

Increase/ Decrease in Shareholding

Cumulative Shareholding during the year

No of shares % of total shares of the Company No of shares of Rs. 10/- each % of total shares of the Company No of shares of Rs. 10/- each % of total shares of the Company
1. Mr. Ashwin Kumar Kothari 350000 1.6109 19.07.2019 Due to acceptance of Shares in Buyback (13090) (0.06) 336910 1.6111
2. Ms. Meena Ashwin Kothari 100 0.0005 19.07.2019 Due to acceptance of Shares in Buyback (43) (0.00019) 57 0.0003
3. Mr. Rohit Kothari 2404844 11.0687 19.07.2019 Due to acceptance of Shares in Buyback (89944) (0.414) 2314900 11.0699
4. Ms. Tejal Kothari 2060000 9.4815 19.07.2019 Due to acceptance of Shares in Buyback (77045) (0.355) 1982955 9.4825
5. Ashwin Kumar Kothari- HUF 100 0.0005 19.07.2019 Due to acceptance of Shares in Buyback (43) (0.00019) 57 0.0003
6. Ashwin Kumar Kothari- (smaller) HUF 100 0.0005 19.07.2019 Due to acceptance of Shares in Buyback (43) (0.00019) 57 0.0003
7. Pannalal C Kothari HUF 100 0.0005 19.07.2019 Due to acceptance of Shares in Buyback (43) (0.00019) 57 0.0003
8.. Harisingh Shyamsukha- HUF 251444 1.1573 19.07.2019 Due to acceptance of Shares in Buyback (9404) (0.0433) 242040 1.1574
9. Saraswati Commercial (India) Ltd 2537967 11.6814 19.07.2019 Due to acceptance of Shares in Buyback (94924) (0.436) 2443043 11.6826
10. Singularity Holdings Limited 82 0.0004 19.07.2019 Due to acceptance of Shares in Buyback (35) (0.00016) 47 0.0002
11. Four Dimensions Securities (India) Ltd 82 0.0004 19.07.2019 Due to acceptance of Shares in Buyback (35) (0.00016) 47 0.0002
12. Winro Commercial (India) Ltd 82 0.0004 19.07.2019 Due to acceptance of Shares in Buyback (35) (0.00016) 47 0.0002
13. Mr. Gaurav Shyamsukha 661086 3.0428 19.07.2019 Due to acceptance of Shares in Buyback (24724) (0.1137) 636362 3.0431
14. Ms. Nidhi Shyamsukha 975000 4.4876 19.07.2019 Due to acceptance of Shares in Buyback (36465) (0.01678) 938535 4.4881
15. Mr. Harisingh Shyamsukha 816741 3.7592 19.07.2019 Due to acceptance of Shares in Buyback (30546) (0.1405) 786195 3.7596
16. Ms. Arti Shyamsukha 2462426 11.3337 19.07.2019 Due to acceptance of Shares in Buyback (92096) (0.4238) 2370330 11.3349
17. New Age Energy India Private Limited 1340867 6.1716 19.07.2019 Due to acceptance of Shares in Buyback (50149) (0.2308) 1290718 6.1722
18. Rakhee Dyechem LLP 849351 3.9093 19.07.2019 Due to acceptance of Shares in Buyback (31766) (0.1462) 817585 3.9097

^Shareholding is consolidated based on permanent account number (PAN) of theshareholder.

iv) Shareholding Pattern of top ten Shareholders (other than Directors promoters andHolders of GDRs and ADRs):

Sr. No Name Shareholding at the beginning of the year 1st April 2019 Date Reason Increase/Decrease in Shareholding Cumulative Shareholding during the year
No. of Shares of Rs. 10/- each % of total shares No. of Shares of Rs. 10/- each % of total shares No. of shares % of total shares
1 Minix Holding Private Limited 795021 3.6592 - - - - 795021 3.8018
19.07.2019 Sale of shares (29734) ? 0.1422 765287 3.6596
31.03.2020 At the end of the year - - 765287 3.6596
2 Bhanshali Manek HUF 654031 3.0103 - - - - 654031 3.1276
19.07.2019 Sale of shares (24461) ? 0.117 629570 3.0106
31.03.2020 At the end of the year - - 629570 3.0106
3 Ashok Kumar Jain 437371 2.0131 - - - - 437371 2.0915
05.04.2019 Purchase of Shares 270 ? 0.0013 437641 2.0928
26.04.2019 Purchase of Shares 2430 ? 0.0012 440071 2.1044
03.05.2019 Purchase of Shares 2479 ? 0.0119 442550 2.1163
31.05.2019 Purchase of Shares 221 ? 0.001 442771 2.1173
14.06.2019 Purchase of Shares 8601 ? 0.0412 451372 2.1585
19.07.2019 Sale of Shares (15558) ? 0.0744 435814 2.0841
09.08.2019 Purchase of Shares 1197 ? 0.0057 437011 2.0898
13.09.2019 Sale of Shares (2700) ? 0.0129 434311 2.0769
11.10.2019 Purchase of Shares 2250 ? 0.0107 436561 2.0876
31.01.2020 Purchase of Shares 2700 ? 0.0129 439261 2.1005
31.03.2020 At the end of the year - - 439261 2.1005
4 Alka Jain 324421 1.4932 - - - - 324421 1.5514
26.04.2019 Purchase of Shares 2395 ? 0.0114 326816 1.5628
17.05.2019 Purchase of Shares 3870 ? 0.0185 330686 1.5813
31.05.2019 Purchase of Shares 35 ? 0.0002 330721 1.5815
19.07.2019 Sale of Shares (11657) ? 0.0557 319064 1.5258
13.09.2019 Purchase of Shares 1980 ? 0.0094 321044 1.5352
04.10.2019 Purchase of Shares 2046 ? 0.0098 323090 1.5450
25.10.2019 Purchase of Shares 1080 ? 0.0052 324170 1.5502
08.11.2019 Purchase of Shares 4747 ? 0.0227 328917 1.5729
06.12.2019 Purchase of Shares 1373 ? 0.0065 330290 1.5794
27.03.2020 Purchase of Shares 4369 ? 0.0209 334659 1.6003
31.03.2020 At the end of the year - - 334659 1.6003
5 Marco Private Limited 258895 1.1916 - - - - 258895 1.2380
19.07.2019 Sale of Shares (9683) ? 0.0463 249212 1.1917
31.03.2020 At the end of the year - - 249212 1.1917
6 AADI Financial Advisors LLP 200000 0.9205 - - - - 200000 0.9564
19.07.2019 Sale of Shares (7480) ? 0.0358 192520 0.9206
31.03.2020 At the end of the year - - 192520 0.9206
7 Mavji Lalji Visaria 140000 0.6444 - - - - 140000 0.6695
19.07.2019 Sale of Shares (5236) ? 0.0251 134764 0.6444
31.03.2020 At the end of the year - - 134764 0.6444
8 Lata Bhansali 132269 0.6088 - - - - 132269 0.6325
19.07.2019 Sale of Shares (4946) ? 0.0236 127323 0.6089
31.03.2020 At the end of the year - - 127323 0.6089
9 Ashok Jain 108511 0.4994 - - - - 108511 0.5189
26.04.2019 Purchase of Shares 1890 ? 0.009 110401 0.5279
19.07.2019 Sale of Shares (4128) ? 0.0197 106273 0.5082
23.08.2019 Sale of Shares (25) ? 0.0001 106248 0.5081
08.11.2019 Purchase of Shares 2508 ? 0.012 108756 0.5201
29.11.2019 Purchase of Shares 450 ? 0.0021 109206 0.5222
24.01.2020 Purchase of Shares 3496 ? 0.0167 112702 0.5389
21.02.2020 Purchase of Shares 1659 ? 0.008 114361 0.5469
31.03.2020 At the end of the year - - 114361 0.5469
10 Profitex Shares and Securities Private Limited 98042 0.4513 - - - - 98042 0.4688
19.07.2019 Sale of Shares (3667) ? 0.0175 94375 0.4513
31.03.2020 At the end of the year - - 98042 0.4513

Note: Shareholding is consolidated based on permanent account number of theshareholder.

v) Shareholding of Directors and Key Managerial Personnel: -

Sr. No. *Name Date Reason Shareholding at the beginning of the year 1 st April 2019 Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
Directors
1. Mr. Ashwin Kumar Kothari (Non-Executive Director) 01.04.2019 350000 1.61 350000 1.61
Buyback At the end of the year (13090) (0.06) (13090) (0.06)
31.03.2020 336910 1.61
2. Mr. Gaurav Shyamsukha (Whole Time Director) 01.04.2019 661086 3.04 661086 3.04
Buyback At the end of the year (24724) (0.11) (24724) (0.11)
31.03.2020 636362 3.04
3. Mr. Harisingh Shyamsukha (Whole Time Director) 01.04.2019 816741 3.76 816741 3.76
Buyback At the end of the year (30546) (0.14) (30546) (0.14)
31.03.2020 786195 3.76
4. Mr. Rohit Kothari (Non- Executive Director) 01.04.2019 2404844 11.07 2404844 11.07
Buyback At the end of the year (89944) (0.41) (89944) (0.41)
31.03.2020 2314900 11.07
6. Mr. Vazhathara Vasudevan Sureshkumar (Whole Time Director) 01.04.2019 142 0 142 0
No Changes during the year
31.03.2020 At the end of the year 142 0 142 0
7. Mr. Vallabh Prasad Biyani (Independent Director) 01.04.2019 1 0 1 0
No Changes during the year
31.03.2020 At the end 1 0 1 0

Notes:

1. Paid up Share Capital of the Company (Face Value Rs. 10.00) at the end of the yearis 20911729 Shares.

2. The details of holding have been clubbed based on PAN.

3. % of total Shares of the Company is based on the paid up Capital of the Company atthe end of the Year.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rs. in Lakh)

Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtness
Indebtness at the beginning of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total ( i + ii + iii ) 0 0 0 0
Change in Indebtness during the financial year
* Addition 0 0 0 0
* Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtness at the end of the Financial Year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total ( i + ii + iii ) 0 0 0 0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sr. no Particulars of Remuneration

Name of the MD/WTD/Manager Whole Time Directors

Total Amount
^Mr. Gaurav Shyamsukha Mr. Vazhathara Vasudevan Sureshkumar Mr. Harisingh Shyamsukha
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 56.15 54.65 68.25 179.05
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 0.40 1.45 0.40 2.25
c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. *Commission 1.62 - 1.62
as % of profit
- Others specify…
5. Others Please Specify - - - -
Total (A) 56.55 57.72 68.65 182.92
Ceiling as per the Act (%) Rs. 194.79 Lakh (being 10% of the net profit of the Company calculated as per Section 198 of the Companies Act 2013)

 

^Mr. Gaurav Shyamsukha is also drawing remuneration from the wholly ownedsubsidiary Company of the Company i.e. GeeCee FinCap Limited (Formerly known as GCILFinance Limited). *Commission for the Financial Year 2019-20 is paid inthe Financial Year 2020-21. Commission for the year 2018-19 was paid in the year 2019-20.

Commission for the financial year 2019-20 is paid only to Mr. Vazhathara VasudevanSuresh Kumar. No Commission was paid to Mr. Gaurav Shyamsukha for the financial year2019-20.

B. Remuneration to other directors:

(Rs. in Lakh)

Sr. no Particulars of Remuneration Fee for attending board / committee meeting Commission Others please specify Total Amount
1. Independent Directors
Mr. Rakesh Khanna 1.40 - - 1.40
Mr. Suresh Tapuriah 1.00 - - 1.00
Mr. Vallabh Prasad Biyani 0.80 - - 0.80
1Ms. Rupal Desai 0.45 - - 0.45
2Ms. Neha Bandyopadhyay 0.35 - - 0.35
3Mr. Ashok Rupani 0.35 - - 0.35
Sub -Total (B1) 4.35 4.35
Non-Executive Directors - - - -
Sub -Total (B2) 0 0 0 0
Total (B )(B1+B2) 4.35 0 0 4.35
Total Managerial Remuneration (A+B) 187.27
Overall ceiling as per the Act (%)

Rs. 214.27 Lakh (being 11% of the Net Profits of the company calculated as per Section 198 of the Companies Act 2013)

 1 Ms. Rupal Ketan Desai was appointed as Independent Director w.e.fJune 30 2019.

 2 Ms. Neha Bandyopadhyay was appointed as Additional IndependentDirector w.e.f October 31 2019. 3Mr. Ashok Rupani had ceased to act asdirector w.e.f August 02 2019 due to his sudden demise.

The Independent Directors are paid only sitting fees and reimbursement of travellingexpenses for attending meetings.

During the year no commission as % of profits to the Independent Directors. was paid

C. Remuneration To Key Managerial Personnel Other Than MD / Manager / WTD

Sr. no Particulars of Remuneration

Key Managerial Personnel

Total Amount
*Mr. Ashish Ranka (CFO) Ms. Dipyanti Jaiswar (Company Secretary)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 24.64 7.91 32.55
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 4.11 0.73 4.84
c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
as % of profit
– Others specify…
5. Others Please Specify - - -
Total 28.75 8.64 37.39

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

There were no penalties punishment or compounding of offences during the year endedMarch 31 2020.

For and on behalf of the Board of Directors

GeeCee Ventures Limited

Ashwin Kumar Kothari

Chairman (Din: 00033730)

Mumbai August 21 2020

.