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Geecee Ventures Ltd.

BSE: 532764 Sector: Infrastructure
NSE: GEECEE ISIN Code: INE916G01016
BSE 13:51 | 27 Jan 139.20 -3.05
(-2.14%)
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140.10

HIGH

141.70

LOW

137.30

NSE 13:39 | 27 Jan 139.35 -2.55
(-1.80%)
OPEN

141.55

HIGH

142.10

LOW

139.25

OPEN 140.10
PREVIOUS CLOSE 142.25
VOLUME 625
52-Week high 211.25
52-Week low 111.20
P/E 9.02
Mkt Cap.(Rs cr) 291
Buy Price 139.10
Buy Qty 2.00
Sell Price 139.75
Sell Qty 1.00
OPEN 140.10
CLOSE 142.25
VOLUME 625
52-Week high 211.25
52-Week low 111.20
P/E 9.02
Mkt Cap.(Rs cr) 291
Buy Price 139.10
Buy Qty 2.00
Sell Price 139.75
Sell Qty 1.00

Geecee Ventures Ltd. (GEECEE) - Director Report

Company director report

To

The Members

GeeCee Ventures Limited

Your Directors are pleased to present the 38th Annual Report of your Company togetherwith Audited Financial

Statements for the financial year ended March 31 2022. The consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE – AN OVERVIEW :

(Rs. in Lakh)
Standalone Consolidated
Particulars Financial Year 2021-2022 (FY 2022) Financial Year 2020-2021 (FY 2021) Financial Year 2021-2022 (FY 2022) Financial Year 2020-2021 (FY 2021)
Revenue from Operations (Gross) including Other 9391.03 4397.18 9684.10 4492.64
Income
Operating Expenses 6836.92 2566.16 6962.55 2666.86
Operating Profit (EBITDA) 2554.11 1831.02 2721.55 1825.78
Less: Financial Costs 1.20 0.11 1.20 2.54
Less: Depreciation/Amortization 148.81 150.41 175.30 199.98
Profit before share of Profit/(Loss) of associate and tax 2404.10 1680.50 2545.05 1623.26
Less:ShareofProfit/(Loss) of Associate(net of tax) - - (0.02) (0.02)
Profit before tax 2404.10 1680.50 2545.03 1623.24
Less: Tax Expenses 579.39 420.27 619.08 605.05
Net Profit for the period 1824.75 1260.23 1925.95 1018.19
Other Comprehensive Income/(Expense) (OCI) 3506.39 3569.61 3722.75 4549.95
Total Comprehensive Income/(Expense) for the year 5331.14 4829.84 5648.70 5568.14
EPS (Basic per share of face value of Rs. 10/-) 8.73 6.03 9.21 4.87
EPS (Diluted per share of face value of Rs.10/-) 8.73 6.03 9.21 4.87

2. FINANCIAL AND BUSINESS PERFORMANCE: ? Covid -19 Pandemic (Second Wave) Impact:

The second wave of Coronavirus in 2021-2022 created widespread health and safetyconcerns and also resulted in countries across the globe resorting to lockdowns and otherrestrictions. The company had again immediately given utmost priority to ensure thehealth and wellbeing of all the employees. The Company had created awareness amongst theemployees about the need of thermal scanning sanitization hygiene wearing masks andobserving social distancing norms and immediately started following it rigorously. Thecompany also looked after the vaccination of its employees. Further "Work fromHome" methodology was adopted till June 05 2021 and subsequently the company haddecided to run the office on hybrid mode till the restrictions were lifted off.

? Company's Segmental Financial Performance:

The Company's total revenue from operation on standalone basis for the year ended March31 2022 is Rs. 9312.96 lakhs as compared to Rs. 4168.83 lakh in the previous year. Outof the total revenue the Company has earned Rs. 7821.95 lakhs from real estateactivities Rs. 284.80 lakhs from Wind power generation and Rs. 1206.21 from Investments/Financing activities as compared to Rs. 2878.09 lakhs Rs. 252.09 lakhs and Rs. 1038.65lakhs from Real Estate Wind Power generation and Investments/ Financing activitiesrespectively in the previous year on standalone basis. On consolidated basis the revenuefrom operations for FY 2022 is Rs. 9582.89 lakhs as compared to Rs.

4251.24 lakhs in the previous year. Net Profitbefore tax is Rs. 2545.05 lakhs for thecurrent year as compared to Rs. 1623.26 lakhs for the previous year.

? Company's Overall Business: Real Estate:

Though the Covid-19 pandemic had impacted real estate business your company managed toachieve reasonable volume of sales from its ongoing projects. Further your company wasable to add re-development projects to its portfolio during the year and has some inpipeline. In comparison to previous year total revenue from real estate businessincreased more than 100% in the year 2021-22.

Out of all the on-going projects the construction activity at "The Mist"Phase II located at Karjat which was expected to get completed by December 2022has got completed in August 2022. In respect of "GeeCee Aspira 206" atNew Panvel – Part OC till 12th Floor was received on October 25 2021. Proximusproject at  Chembur is progressing as per schedule and is targeted to get completedin the next financial year.

In respect of re-development project at Laxmi Kunj located at Juhu your Companyentered into a Joint  Development Agreement with the land owners and first CC up totop of Stilts level was received on 30th March 2022.

Other than above ongoing projects the Company has managed to execute agreement withCIDCO in respect of upcoming residential cum commercial project at Kharghar. The Companyhas received clearances from the environmental authority and has applied for commencementcertificate.

The Company is exploring various opportunities for re-development projects and few ofthem are in pipeline.

Investment of Surplus Funds:

The Company has large pool of liquid assets and there exists an opportunity to investit very efficiently. The Company oversees good opportunities to invest its funds in riskfree Inter-Corporate Deposits and interest bearing financial instruments. The Companyendeavours to maximize its return on surplus funds within the parameters of prudentinvestment norms giving highest regard to the quality of credit risk to its investment/financing portfolio.

Wind Power Generation:

The Wind Power Division of GeeCee Ventures Limited commissioned its operation in 2010by setting up 5.35 MW Wind Turbine Generators in Jodhpur District Rajasthan. The entirepower generated from these wind turbines is supplied to the power deficit state ofRajasthan.

3. SHARE CAPITAL:

During the financial year 2021-2022 the Company had not issued / allotted any sharesthus there was no increase or decrease in the paid up and subscribed share capital of theCompany. Thus the paid-up equity share capital of the Company as at March 31 2022 stoodat Rs. 209117290/- (Twenty Crores Ninety One Lakhs Seventeen Thousand Two Hundred andNinety Rupees) comprising of 20911729 Equity Shares of Rs. 10/- each.

4. DIVIDEND TO SHAREHOLDERS:

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 2022.

5. UNPAID/ UNCLAIMED DIVIDEND:

Pursuant to the provisions of Section 124 of the Companies Act Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 read withthe relevant circulars and amendments thereto the amount of dividend remaining unpaid orunclaimed for a period of seven years from the due date is transferred to the InvestorEducation and Protection Fund ("IEPF). The equity shares in respect of which dividendhave remained unpaid/unclaimed for a period of seven consecutive years is also transferredby the Company to the designated Demat Account of the IEPF Authority. Thus in accordancewith the said rules unpaid/unclaimed dividends of Rs.127074 (One Lakh Twenty SevernThousand and Seventy Four Rupees) was transferred during the financial year to theInvestor Education and Protection Fund.

6. CORPORATE GOVERNANCE:

Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its inception. A separate report on Corporate Governance is providedtogether with a Certificate from the

Statutory Auditors of the Company regarding compliance conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations). The auditors' certificate for financial year2021-2022 does not contain remark.

7. TRANSFER TO RESERVES:

The Company proposes to retain the entire amount of Rs. 27699.91 lakhs in the Profitand Loss Account. Hence no amount is transferred to General Reserve during the financialyear 2021-2022.

8. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis for the year under review as stipulated underRegulation 34(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the Listing Regulations) is presented in aseparate section forming part of this Annual Report.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements Regulations 2015) the Boardof Directors of the Company is duly constituted with optimum composition of the executiveand non-executive directors including independent woman director. The complete list ofDirectors of the Company has been provided as part of the Corporate Governance Report.

Appointments and Cessation

During the year under review Ms. Rupal Anand Vora (Din: 07096253) was appointed as anIndependent Director of the company for a term of upto 5 years with effect from August 122021 to August 12 2026 by the Board based on recommendation of the Nomination andRemuneration Committee ("NRC") of the Company and such appointment wasregularized by the Members at the 37th Annual General Meeting (AGM) held on September 282021.

During the year the Independent Director Ms. Rupal Ketan Desai (Din: 08496829)resigned with effect from close of business hours of July 26 2021 due to herpre-occupation and other work commitments. Members at the 35th Annual General Meeting ofthe Company held on September 25 2019 had approved appointment of Mr. Suresh KumarVasudevan Vazhathara Pillai (Din: 00053859) and Mr. Harisingh Shyamsukha (Din: 00033325)as the Whole-Time Directors of the Company for a period of 3 years with effect from May28 2020 to May 27 2023 and May 18 2020 to May 17 2023 respectively. Thus as the termof both the Directors will expire by May 2023 it was required to re-appoint them foranother period of 3 years and thus the Board of Directors based on the recommendations ofNomination and Remuneration Committee and subject to approval of the Members haveapproved re-appointment of Mr. Suresh Kumar Vasudevan Vazhathara Pillai (Din: 00053859)and Mr. Harisingh Shyamsukha (Din: 00033325) as the Whole-Time Directors of the Companyfor a further period of 3 years with effect from May 28 2023 to May 27 2026 and May 182023 to May 17 2026 respectively.

Retire by Rotation

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 Ashwin Kothari (Din:00054811) retires by rotation and being eligible have offered himself for re-appointment.

Key Managerial Personnel

Mr. Ashish Ranka resigned from the office of Chief effect from close of business hourson March 16 2022. The Board placed on its record appreciation of the services rendered byMr. Ashish Ranka during his tenure with the Company.

Consequent to the above and in terms of the provisions of Section 203 of the CompaniesAct 2013 and the CFO is required rulesmadethereunder the resulting vacancy in the officeto be filled six months from the date of such vacancy. Accordingly the Board of Directorsafter taking into account the recommendations of the Nomination and Remuneration Committeeat their meeting held on August 08 2022 respectively has appointed Mr. Vidit Dhandaria asthe Chief Financial Officer of the Company.

Further pursuant to the provisions of Section 203 of the Act the Key ManagerialPersonnel of the Company as at March 31 2022 is as follows: Mr. Gaurav Shyamsukha Mr.Harisingh Shyamsukha and Mr. SureshKumar Vasudevan Vazhathara Pillai– Whole TimeDirectors Ms. Dipyanti Jaiswar - Company Secretary

Independent Directors

As per the provisions of the Act the Independent Directors are not liable to retire byrotation.

Pursuant to Section 149(7) of the Act the Company has received declarations from allIndependent Directors confirmingthat they meet the criteria of independence as specifiedin Section 149(6) of the Act as amended read with Rules framed thereunder and Regulation16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the ListingRegulations the Independent Directorshaveconfirmedthat they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgementand without any external influence and that they are independent of the Management.

The Board of Directors of the Company have taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe veracity of the same. The Board is of the opinion that the Independent Directorspossess the requisite qualifications experience expertise and they hold high standardsof integrity.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule  IV to the Act and have also confirmed that their registrationwith the databank of Independent Directors maintained by the Indian Institute of CorporateAffairs is in compliance with the requirements of the Companies  (Appointment andQualifications of Directors) Rules 2014.

Further all those Independent Directors who are required to undertake the onlineproficiency self assessment test as contemplated under Section 150 (1) of the CompaniesAct 2013 and applicable rules thereunder have passed such test.

10. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES DIRECTORS AND CHAIRMAN

In line with the corporate governance guidelines of your company annual performanceevaluation was conducted for all the Board Members for Individual Director includingIndependent Directors its Committees and Chairman of the Board. This evaluation was ledby the Board as a whole on the basis of the parameters provided in the evaluationframework as approved by the Nomination and Remuneration Committee and the Board ofDirectors. The Board evaluation framework has been designed in compliance with therequirements under the Companies Act 2013 and the Listing Regulations and in accordancewith the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Boardevaluation was conducted through questionnaire designed with qualitative parameters andfeedback based on ratings.

Evaluation of the Board was based on criteria's such as composition skills/expertisebasis of appointment 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 14 2022 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 Board Meeting held onMay 25 2022. The performance evaluation of each of Board its committees and theIndividual Directors for the year 2021-2022 was done at the meeting of the Board held onMay 25 2022 and the evaluation report was placed before the Board of Directors at theirmeeting held subsequently after the meeting at which the evaluation was conducted.Performance evaluation of independent directors was done by the entire board excludingthe 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 theCompany.

11. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy for selection and appointment of Directorsincluding determining qualific and independence of a Director Key Managerial Personnel(KMP) Senior Management Personnel and their remuneration as part of its role and othermatters provided under Section 178(3) of the Companies Act 2013. Pursuant to Section134(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 and sufficient to attractretain and motivate

Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and iii. Remuneration to Directors Key Managerial Personnel andSenior Management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives 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

12. BOARD MEETINGS:

During the year 4 (Four) board meetings were convened and held on May 25 2021 August12 2021 November 11 2021 and February 08 2022. The details of the meetings of theBoard of Directors of the Company held and attended by the Directors during the financialyear 2021-2022 are given in the Corporate Governance

Report. The intervening gap between two consecutive meetings was within the periodprescribed under the Companies Act 2013 Secretarial Standards on Board Meetings and SEBILODR as amended from time to time.

13. AUDIT COMMITTEE MEETINGS:

The audit committee of the Company duly met 4 (Four) times the details of which aregiven in the corporate governance report. Proper notices were given and the proceedingswere properly recorded and signed in the minute's book as required by the articles ofassociation of the company and the Companies Act 2013. As at March 31 2022 the auditcommittee was comprised with 4 (Four) members with Mr. Rakesh Khanna being the ChairmanMr. Gaurav Shyamsukha Mr. Suresh Tapuriah and Mr. Vallabh Prasad Biyani as its members.

All members of the audit committee possess strong knowledge of accounting and financialmanagement.

The chief financial officer the internal auditors and statutory auditors are regularlyinvited to attend the audit committee meetings. The Company Secretary is the secretary tothe committee. The Internal auditor reports to the Chairman of the audit committee. Thesignificant audit observations and corrective required and taken by the management arepresented to the audit committee. The board has accepted all recommendations made by theaudit committee from time to time. There have not been any instances during the year whenrecommendations of the audit committee were not accepted by the Board.

The maximum interval between both the two meetings did not exceed 120 days asprescribed in the Companies Act 2013 and SEBI LODR Regulations 2015.

14. 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 at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/terms-and-conditions-of-independent-director-2593.pdfDetails of familiarization programme conducted for its independent directors during theyear are also disclosed on the Company's website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/details-of-familiarisation-programme-for-fy-20212022-2592.pdf

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Whistle blower policy and has established the necessary vigilmechanism in accordance with the Act and SEBI LODR Regulations. The Company's vigilmechanism /whistleblower policy aims to provide the appropriate platform and protectionfor whistle blowers to report instances of any actual or suspected incidents of unethicalpractices violation of applicable laws and regulations including the integrity code codeof conduct for prevention of insider trading code of fair practices and disclosure. Allemployees and directors have access to the chairperson of the audit committee.

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

16. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Act: -a) in preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed and thatthere are no material departures; b) that such accounting policies as mentioned in thenotes to accounts have been selected and applied consistently and judgments and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at March 31 2022 and the profit of the Company for theyear ended on that date; c) that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) that the annual accounts have been prepared on a going concernbasis; e) that proper internal financial controls laid down by the Directors were followedby the Company and such internal financial controls are adequate and were operatingeffectively; and f) that proper system to ensure compliance with the provisions of allapplicable laws have been devised and such systems were adequate and were operatingeffectively.

17. AUDITORS AND AUDIT REPORTS: ? Statutory Auditors:

At the Thirty–Third (33rd AGM) Annual General Meeting held on September 29 2017M/s. MRB & Associates Chartered Accountants (Firm Registration No. 136306W) wereappointed as the Statutory Auditors of the  Company to examine and audit theaccounts of the Company for five consecutive financial years between 2017-18 and 2021-22.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Auditand Auditors) Rules 2014 the Board of Directors of the Company based on therecommendations of the Audit Committee it is proposed to re-appoint M/s. MRB &Associates Chartered Accountants (Firm Registration No. 136306W) as the StatutoryAuditors for a second term of five years from the conclusion of 38th AGM till theconclusion of 43rd AGM of the Company to be held in the year 2027 to examine and auditthe accounts of the Company for the financial years between 2022-23 and 2026-27.

As required under provision of Section 139(1) of the Companies Act 2013 the Companyhas received a written consent from M/s. MRB & Associates Chartered Accountants (FirmRegistration No. 136306W) for their appointment and a certificate to the effect that theirappointment if made would be in accordance with the Companies Act 2013 and the Rulesframed thereunder and that they satisfy the criteria provided in Section 141 of theCompanies Act 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules 2014and that they are not disqualified for appointment as statutory auditors of the Company.The Report given by M/s. MRB & Associates on the financial statements of the Companyfor the financial year ended March 31 2022 is part of the Integrated Annual Report. Thereare no qualifications reservations or adverse remarks or disclaimers made by M/s. MRB& Associates Statutory Auditors in their report.

? 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 endedMarch issued by M/s Nishant Jawasa & Associates Company Secretaries in Form MR-3 isannexed as "Annexure B". The audit report does not contain anyadverseremarksorqualifications in the report. Further no incident of fraud was reported bythe secretarial auditors to the audit committee during the year under review. The AnnualSecretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulationshas been submitted to the stock exchanges within 60 days of the end of the financial year.

? Cost Auditors:

Pursuant to Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules2014 Company has maintained the accounts and cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013. The Board of Directors on thebasis of recommendation of the Audit Committee had appointed M/s. Kishore Bhatia &Associates Cost Accountants as the Cost Auditors of the Company for the financial year2021-22 and they have been reappointed as Cost Auditors of the Company for 2022-23.Approval of the Members is being sought for ratification of their remuneration at theensuing 38 th AGM. M/s. Kishore Bhatia & Associates have confirmed that the costrecords for the financial year ended March 31 2022 are free from any disqualifications asspecified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) ofthe Companies Act.

18. FRAUD REPORTING:

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsofficers or employees to the Audit Committee under Section 143(12) of the Companies Actdetails of which needs to be mentioned in this Report.

19. STATUTORY DISCLOSURES: A. Conservation of Energy

1. Steps Taken for 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.

Optimum measures have been initiated to reduce energy consumption as a part of oursustainable development initiatives. With intent to provide an energy efficient finalproduct to customers some of our projects are Gold certified green building.

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. Through better selection of sites design construction operationmaintenance i.e. the complete building life cycle green buildings provide benefits suchas: a. increased resource efficiency (energy water and materials)

b. reducing the impact on human health and the environment Steps taken for energyconservation:

i. GGBS a waste of the steel plant is mixed with Ordinary Portland Cement (OPC) in theratio of 40 to 50 % in all of the construction sites which reduces the usage of cement andincreases the consumption of the waste without compromising with the quality of the endproduct.

ii. Bringing Autoclaved Aerated Concrete or AAC blocks to use at all constructionsites. AAC blocks are building materials and have such properties that further facilitatethe energy efficiency green-certified and eco-friendly approach of construction.

iii Soil erosion is protected by top soil conservation and the same is thereafter usedfor gardening purpose.

iv. Rain water harvesting done at all project either by collection tanks are madeavailable or recharging ground water through re- charge pit based on the site condition

v. In majority of the projects STP plants are installed for treating sewage andeffluent at the same time. This making it usable for other application suchplantproficiently as gardening farming and flushing the toilets. This enables to aid 40%of the total water requirement.

vi. Installation of LED lamps for common areas and pathways.

vii. Adoption of efficient lighting technology including use of timers and/or sensorsfor operating the light fixtures in certain areas.

viii. Using high efficiency pumps motors and other equipments / machineries; 2. StepsTaken by the Company for Utilizing Alternate Sources of Energy:

Solar energy is the alternate source of energy integrated into our projects and theiroperations. In almost all of its projects either solar water heater is provided or solarenergy panel is used for generating hot water or electricity for the members of thesociety depending on the feasibility of the project. Solar energy is utilized to meet theenergy demands of the common areas of our developments. Thus Company makes all of itsattempts to switch to green technologies in order to minimize emissions and wastegeneration.

3. Capital Investment on Energy Conservation Equipment:

During the year total capital investment of upto Rs. 14 lakhs was made of which Rs. 5lakhs was spent on purchase of solar water heater and Rs. 9 lakhs was spent on Solar PVpanel.

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 in turnresults in stable levels of quality shorter time lines and reduced consumptions of manand materials at site Some of the initiatives taken by the Company for technologyabsorption are:

• Complete or partial automation of activities

• Installation of Solar Panels and usage of solar energy for lighting in thecommon areas parking areas and streets and water heating requirements of the residentialbuildings

• Installation of STP plants for treating sewage waste for re use

Installation of low-flow fixtures for reduction of water consumption

• Recycling water within the development area to reduce dependency on externalwater source

The Company periodically surveys to identify new machines materials and methodologiesand implements them if found to be effective in the projects.

The Company has not imported any technology during last three years whereas there wasno expenditure incurred on Research and Development during the year.

C. Foreign Exchange Earnings and outgo

During the financial year 2021-2022 expenditure in foreign currencies in terms ofactual outflow amounted to Nil (Previous Year Rs. 29.82 Lakh). The Company has not earnedany foreign exchange during the year.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to the provisions of Section 197(12) and (14) ofCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been appended as "Annexure A". Furtheras per Section 197 (14) of the Companies Act 2013 Mr. Gaurav Shyamsukha-Whole TimeDirector is drawing remuneration from the wholly owned subsidiary company- GeeCee FincapLimited.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Directors' Report for the year ended March 31 2022 isgiven in a separate Annexure to this Report The said Annexure is not being sent along withthis Report to the Members of the Company in line with the provisions of Section 136 ofthe Companies Act 2013. Members who are interested in obtaining these may write to theCompany Secretary at the Registered Office of the Company. The aforesaid Annexure is alsoavailable for inspection by the Members at the Registered Officeof the Company 21 daysbefore the 38th Annual General Meeting and up to the date of the said Annual GeneralMeeting during the business hours on working days.

The Board of Directors affirms that the remuneration paid to the employees of theCompany is as per the Policy on Directors' appointment and remuneration for DirectorsKMPs and other Employees and is in accordance with the requirements of the Act and SEBIListing Regulations.

21. HUMAN RESOURCES DEVELOPMENT:

The first half of the previous year has been challenging not only to the common peoplebut also for the

Corporates in terms of securing health and safety of its employees and also ensuringthat the work is also carried out smoothly. The Company gave priority to the health of itsemployees by providing work from home (WFH) facility and also arranging for VaccinationDoses. Your Company recognizes that its people are key to the success of the organizationand thus implements new initiatives to train and motivate them. Your Company continued tomake substantial 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 behavioralcompetencies. The relations with all employees of the Company remained cordial and therewere no significant issues outstanding or remaining unresolved during the year.

The Board of Directors and the Management wishes to place on record their appreciationof the efforts put in by all the employees. Your company's closing headcount for the FY2021-2022 was 49.

22. PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE:

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘POSH Act') and Rules made thereunder yourCompany has constituted Internal Committees (IC) with one of its member being an externalindependent person who has legal experience /background relevant for the purpose ofmaintaining highest governance norms.

Your Company's POSH Policy states 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. The details withrespect to the Internal Complaints Committee have been disclosed in the CorporateGovernance Report under the heading "Other Disclosures". To build awareness inthis area the Company has been conducting induction/refresher programmes in theorganisation on a continuous basis. During the year your Company organized onlinetraining session on the topics of employee sensitization and awareness programme on POSHfor all office and site based employees.

During the FY 2021-2022 the Committee had not received any complaints.

23. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act 2013 and amendment to the ListingRegulations your Company has formulated a revised ‘Policy on Related PartyTransactions' which is also available on the Company's website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/related-party-transaction-policy-amended-on-13032022-2591.pdf.The Policy intends to ensure that proper reporting; approval and disclosure processes arein place for all transactions between the Company and 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.significan Related Party Transactions made by the Company during the year thatTherewerenomaterially would have required Shareholders' approval under the ListingRegulations thus disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2021-2022 and hencedoes not form part of this report.

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. 32 forming part of the standalone financial statements.

As required under Regulation 23 (1) of the Listing Regulations the revised Policyamended as per the LODR Regulations is available on the Company's website and can beaccessed at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/related-party-transaction-policy-amended-on-13032022-2591.pdf

Details of transaction(s) of your Company with entity(ies) belonging to thepromoter/promoter group which hold(s) more than 10% shareholding in the Company asrequired under Para A of Schedule 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 filed thereports on related party transactions with Stock Exchanges.

24. 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.

25. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:

Details of loans guarantees or investments made by your Company covered under Section186 of the Companies Act 2013 during financial year 2021-22 are appended as an Annexureto this integrated Report.

26. EXTRACT OF ANNUAL RETURN:

As required under Section 92 of the Companies Act 2013 (the "Companies Act")the Annual Return for the financial year endedMarch312022 is https://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx

27. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

As at March 31 2022 the Company had 5 subsidiaries out of which 2 are direct and 3indirect subsidiaries the details of which are as provided as under:

A. SUBSIDIARY COMPANIES

? Direct Subsidiaries :

a) GeeCee FinCap Limited: GeeCee FinCap Limited is a wholly owned subsidiary ofthe Company operating as the non-deposit taking Non-Banking Financial Company (NBFC). Thebusiness of this subsidiary is primarily of lending to the other body corporates andventures. This subsidiary also invests its surplus fund in the risk free interest bearingfinancial instruments. GCFL reported total revenue of Rs. 338.63 Lakhs (Rs. 349.27 Lakhsin 2020-2021) for the period under review and Profit after tax of Rs. 249.30 Lakhs (Rs.3.37 Lakhs in 2020-2021) for the period under review. The increase in net profit of thissubsidiary was mainly due to decrease in the operating and financial cost of the Company.

b) GeeCee Business Private Limited: (GBPL) This subsidiary is primarily engagedin the business of advisory services relating to Capital Market. It reported total revenueof Rs. 1.32 Lakhs (Rs. 9.41 Lakhs in 2020-2021) for the period under review. There were nocomprehensive incomes earned by the Company for the year under review. This subsidiaryincurred loss of Rs. 23.80 lakh during the year ended March 31 2022.

? Indirect Subsidiaries :

c) Oldview Agriculture Private Limited: This is the Wholly Owned Subsidiary(WOS) of GeeCee FinCap Limited. During the year under review there was no revenuegenerated from the operations of the Company. However Rs. 4240 /- was earned as otherincome (Rs.5250/- in 2020-2021). However due to expenses incurred by the Company in makingstatutory payments and in other related expenses this subsidiary made net loss Rs. 12880/-(Loss of Rs. 5540 /- in 2020-2021).

d) Neptune 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. 1660/- was earned as other income (Rs. 2380/- in 2020-2021). Howeverdue to expenses incurred by the Company in making statutory payments and in other relatedexpenses this subsidiary made net loss Rs. 15460/- (Loss of Rs. 8410/- in 2020-2021).

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. 1110 was earned as other income (Rs. 2760/- in 2020-2021). Howeverdue to expenses incurred by the Company in making statutory payments and in other relatedexpenses this subsidiary made net loss Rs. 16020/- (Loss of Rs. 8030/- in 2020-2021).

? Material Subsidiaries:

As at March 31 2022 there were no material unlisted subsidiaries of the Company as perRegulation 24 of the SEBI LODR Regulations. The Audit Committee of the Company reviews theinvestment register of the unlisted subsidiaries of the Company. The minutes of themeetings of the board of directors of the unlisted subsidiaries is also placed at themeeting of the board of directors of the Company.

B. LIMITED LIABILITY PARTNERSHIPS (LLPs)

a) GeeCee Nirmaan LLP : This LLP has two partners with GeeCee Ventures Limitedholding 75% and Nirmaan Life Space LLP holding 25% of the total contribution to the corpusof the LLP. Since the control of this LLP lies with both the partners the LLP is a JointVenture Company in terms of Section 2(6) & 2(27) of the Companies Act 2013. Therewere no business operations carried out and thus no revenue was generated during the yearby this LLP. However due to statutory and other related expenses this LLP made loss of Rs.2955/- as compared to Rs. 2661/-b) GeeCee Comtrade LLP : GeeCee Comtrade LLP wasincorporated on February 01 2019 with GeeCee Ventures Limited and GeeCee Business PrivateLimited (GBPL) as its partners. The Company has contributed 99% and GBPL 1% of the totalcontribution to the corpus of the LLP. The revenue from operations of the LLP for currentyear is Rs. 97.12 lakhs as compared to 13.67 lakhs in the previous year. Also LLP made netprofit after tax for the current year of Rs. 0.43 lakhs as compared to net profit of Rs.1.16 lakhs made 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 to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company https://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 D". Thestatement also provides the details of performance and financial position of theSubsidiary Companies.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on theCompany's website on 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 for inspection electronically. Membersseeking to inspect such documents can send an email to geecee.investor@gcvl.in.

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 applicable Indian Accounting Standards (IND AS) underSection 133 of the Act.

On a consolidated basis the revenue from operations for financialyear 2021-2022 is Rs.9582.29 lakhs and before tax is Rs. 2545.05 lakhs for the current year as comparedRs.101.21Lakhsasotherincome.NetProfit to Rs. 1623.26 lakhs for the previous year.

29. 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 detail of the Policy is available on the website of the Companyat https://www.geeceeventures.com/uploads/Investor-relations/pdfs/material-subsidiary-policy--amended-wef-22nd-may-2019-1447.pdf.During the financial year 2021-2022 there were no material subsidiaries of the Company.

30. COMMITTEES OF THE BOARD:

The Board of Directors has following mandatory committees as per the provisions of theCompanies Act 2013 and SEBI Listing Obligations and Disclosure Requirement Regulations2015 (LODR):

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee

Other than the above there is one non-mandatory Committee of Board of Directors i.e.Executive Committee to carry out the functions of the Board of Directors under Section 179(3) (d) to (f) in order to ensure smooth functioning of the business activities. Thedetails of constitution of the Committee meetings held and attended during the year havebeen 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 have been provided in CorporateGovernance report forming part of this report.

31. RISK MANAGEMENT:

The Company has Risk Management Policy consistent with the provisions of the Act andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to identifythe elements of risk which may threaten the existence of the Company and possiblesolutions to mitigate the risk involved. The Audit Committee has oversight in the area 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

32. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordancewith Section 135 of the Companies Act. The brief outline of the corporate socialresponsibility (CSR) policy of the Company and the initiatives undertaken by the Companyon CSR activities during the year are set out in Annexure C of this report in theformat prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.For other details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The CSR Policy is available on the Company'swebsite on https://www.geeceeventures.com/uploads/Investor-relations/pdfs/corporate-social-responsibility-policy-amended-25052021-2526.pdf33. MAINTAINANCE OF COST RECORDS AND COST AUDIT:

In respect of Financial year 2021-2022 your Company was required to maintain costrecords as specifiedby the Central Government under section 148(1) of the Companies Act2013 for the Construction industry and electricity supply and accordingly such accountsand records were made and maintained by the Company. The Company maintains the Costrecords in respect of construction and electricity supply activity 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 2021-2022 was placed beforeBoard of Directors at their meeting held on August 08 2022. The Cost Audit

Report did not contain any qualification reservation or adverse remark.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal financial control system commensurate with the size scaleand complexity of its operations. The internal controls over financialreporting have beenidentifiedby 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 for theyear ended March 31 2022.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

36. 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 2022 and the date of thisReport other than those disclosed in this Report. There has been no change in the natureof business of your Company.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

There are no significant and material orders passed by any Regulator/ Court that wouldconcern' status of the Company and its future operations.

38. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

There are no proceedings either filed by the Company or against the Company pendingunder the Insolvency and Bankruptcy Code 2016 as amended before the National Company LawTribunal or other Courts as on 31 March 2022.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no instances of one time settlement during the financialyear.

40. DEPOSITORY SYSTEM:

The Company's Equity Shares are compulsorily tradable in electronic form. As on March31 2022 out of the Company's total equity paid-up share capital comprising of20911729 Equity Shares only 15 Equity Shares were in physical form and the remainingcapital is in dematerialized form. As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24dated June 08 2018 and further amendment vide Notification No. SEBI/

LADNRO/ GN/2018/49 dated November 30 2018 requests for effecting transfer ofsecurities (except in case of transmission or transposition of securities) cannot beprocessed from April 01 2019 unless the securities are held in the dematerialized formwith the depositories. Therefore Members are requested to take necessary action todematerialize their holdings.

41. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders during the year under review The Directors aregrateful to all valuable Stakeholders Dealers Vendors Banks and other businessassociates for their excellent support and help rendered during the year. The Directorsalso acknowledged the commitment and valued contribution of all employees of the Company.

For and on behalf of the Board of Directors
GeeCee Ventures Limited
Ashwin Kumar Kothari
Chairman
Mumbai -August 08 2022 (Din: 00033730)

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