DIRECTOR'S REPORT TO THE MEMBERS, GeeCee Ventures Limited Your Directors are pleased to present the 31st Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report for the financial year ended, 31st March, 2015. 2, DIVIDEND Your Directors are pleased to recommend a final dividend of 15% 1.5/- per equity share of Rs. 10 each) for the Financial Year ended 31st March, 2015. The Total amount appropriated for dividend for the financial year 31st March, 2015 is Rs. 285.40/- lakhs which is same as the amount of dividend for the financial year 31st March, 2014.The amount appropriated towards dividend distribution tax is Rs. 58.10/- lakhs as against the amount of Rs. 48.50/- lakhs for the financial year 31st March, 2014. 3, TRANSFER TO RESERVES The Company proposes to transfer Rs. 150 Lakhs (One Hundred & Fifty Lakhs) to the General Reserve out of amount available for appropriations. 4, PREFERENTIAL WARRANTS The Company had allotted 27, 00,000 convertible warrants at Rs. 36/- per warrant to promoters/ promoters group on preferential basis pursuant to the special resolution passed by the members of the Company at their meeting held on 9th July, 2014. The Warrants shall be convertible into Equity Shares (at the option of the Warrant holder) at any time, in one or more tranches, within a period of 18 months from the date of allotment of Warrants. An amount equivalent to 25% of total consideration is received by the company and the balance of 75% will be received on conversion. 5, OPERATIONS AND BUSINESS PERFORMANCE During the year under review, the Company has earned revenue of Rs. 4,341.32 Lakhs as compared to previous year revenue of Rs. 1,442.88 Lakhs. The reason for increase in revenue is mainly on account of trading done in equity shares & mutual funds and gain from sale of Long Term Investments. Extra Ordinary Income of Rs. 500 Lakhs is on account of write back of provision for hold back made in FY 2009-10 at the time of sale of Chemical Business for completion of certain post-closing conditions. The Company has been successfully able to complete those conditions and hence the provision is no longer required. Net Profit after extra-ordinary item before tax is Rs. 1,252.43 Lakhs for the current year as compared to Rs. 642.42 Lakhs for the previous year. Revenue from Real Estate will be accounted as per guidance note issued by ICAI, which states that as per percentage completion method revenue is to be recognized only if all the three conditions are fulfilled viz. a) When the stage of completion of the project reaches a reasonable level of development. A reasonable level of development is not achieved if the expenditure incurred on construction and development costs is less than 25 % of the construction and development costs. b) Atleast 25% of the saleable project area is secured by contracts or agreements with buyers. c) Atleast 10% of the total revenue as per the agreements of sale or any other legally enforceable documents are realised at the reporting date in respect of each of the contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as defined in the contracts. However, the company has not incurred 25% of the construction and development cost and hence, not recognised the revenue for the financial year 2014-2015. 6, MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report. 7, CORPORATE GOVERNANCE A report on Corporate Governance along with a Certificate from M/s Sarda & Pareek, Chartered Accountants in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section forming the part of the Annual Report. 8, AMALGAMATION The Board of Directors of your company and the directors of its wholly owned subsidiary company i.e. GeeCee Logistics & Distributions Private Limited at their respective meetings held on 30th March, 2015, have approved a scheme of Amalgamation ("Scheme") between the said companies pursuant to Sections 391 to 394 of the Companies Act, 1956. The Scheme is subject to regulatory and other necessary approvals. The appointed date of the proposed scheme is kept as 1 April, 2014. As per terms of the Scheme, shareholders of the Company will not receive any equity shares of the Company. Pursuant to the consent of the Board, Company has filed application with Stock Exchanges for obtaining No Objection Certificate, after which the shareholders meeting will be called for their approval as per the directions of the Bombay High Court. 9, DIRECTORS& KEY MANAGERIAL PERSONNEL: The Board of Directors had appointed Mr. Vazathara Vasudevan Sureshkumar (DIN: 00053859) as Additional Director - Executive & Ms. Neelam Sampat (DIN: 07093487) as Additional Director - Independent, of the Company with effect from 30th March, 2015. Apart from your Company, Mr. Vazathara Vasudevan Sureshkumar is on the Board of Winro Commercial (India) Limited and Aroni Commercial Limited, both being listed entities. He is also on the Board of other seven companies. Ms. Neelam Sampat is also on the Board of Four Dimensions Securities (India) Limited. Both the Directors retire by rotation at the ensuing Annual General Meeting, being eligible, offer themselves for appointment, and is proposed to be appointed as Directors of the Company. Notices have been received from members proposing to appoint both the candidates as Directors of the Company. Your Director recommend their appointment as Director of the Company. In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rohit Kothari (DIN: 00054811) and Mr. Ashwin Kumar Kothari (DIN: 00033730), retires by rotation and is eligible for re-appointment. Also, Ms. Namrata Mhatre, Company Secretary of the company resigned with effect from 10th December, 2014 and Ms. Sonali Sathe was appointed as a Company Secretary of the Company with effect from 19th December, 2014. Declaration from Independent Directors, The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Clause 49 of the Listing Agreement entered into by your Company with BSE Limited and the National Stock Exchange of India Limited. 9,1 Board Evaluation: Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Board works with the nomination and remuneration Committee to lay down the evaluation criteria for the performance of executive/non-executive/independent directors through a peer-evaluation excluding the director being evaluated through a Board effectiveness survey. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Each Board member is requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision-making of the directors, relationship to stakeholders, company performance, company strategy and the effectiveness of the whole Board and its various committees. Feedback on each director is encouraged to be provided as part of the survey. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee. 9.2 Remuneration Policy: The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of ten directors, three of whom are executive and designated as whole-time directors, one director is Additional Director-Executive, one director is Non-executive and five are independent directors which includes a woman director. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is appended in the Corporate Governance Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. 9.3 Number of Meetings of the Board: During the year, the Board of Directors of the Company duly met 8 (Eight) times, the details of which are given in the Corporate Governance Report. Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Companies Act, 2013. 9.4 Familiarization Program: Your Company had conducted familiarization program for its Independent Directors on Board with detailed presentations about the business of the Company, its operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook. Details of familiarization programs conducted for its Independent Directors during the year are also disclosed on the Company's website at <http://www.geeceeventures.com/uploads/Investor-relations/> pdfs/familiarization-programmes-for-independent-directors-39.pdf 9.5 Whistle Blower Policy: Your Company believes in conducting its affairs in a fair and transparent manner while maintaining high standards of governance, personal ethics and seeks to induce and recognize the virtues of honesty, integrity and accountability with ethical behavior and adherence to laws, amongst its employees in the course of discharge of their duties and responsibilities. The Company has a vigil mechanism named as Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy are available on the Company's website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company's Code of Conduct. 10, DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts for the financial year ended 31st March 2015, the applicable Accounting Standards have been followed along with proper explanation to material departures; 2. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company, for that period. 3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The Directors have prepared the Annual Accounts on a going concern basis. 5. The Directors have laid down internal financials controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. 6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 11, AUDITORS: 11.1 Statutory Auditors M/s Sarda & Pareek, Chartered Accountants, having Firm Reg. No. 109262W were appointed as the Statutory Auditors of the Company at the last Annual General Meeting to hold office till the conclusion of this Annual general meeting and are eligible for re-appointment. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules framed thereunder for reappointment as Auditors of the Company. As required under clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Company proposes to appoint M/s. Sarda & Pareek as Statutory Auditor for the term of two year subject to ratification of the same in every Annual general meeting. Your directors recommend their re-appointment as Statutory Auditors of the Company. The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2015 are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013 as it does not contain any qualification in the same. 11.2 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 Company has appointed M/s Nishant Jawasa & Associates, a firm of the Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report from the Secretarial Auditor is annexed herewith as "Annexure I" 12, STATUTORY DISCLOSURES A, Conservation of Energy Your company is engaged in the business of Real Estate. Currently the company is developing a Residential Cum Commercial Project named "Cloud 36" at Ghansoli, Navi Mumbai. The project Cloud 36 has been reclassified as Green Building under GRIHA certification. GRIHA is an acronym for Green Rating for Integrated Habitat Assessment. Human Habitats (buildings) interact with the environment in various ways. Throughout their life cycles, from constvruction to operation and then demolition, they consume resources in the form of energy, water, materials, etc. and emit wastes either directly in the form of municipal wastes or indirectly as emissions from electricity generation. GRIHA attempts to minimize a building's resource consumption, waste generation, and overall ecological impact to within certain nationally acceptable limits / benchmarks. The benefits of registering under GRIHA Certification are as follows: • Reduced energy consumption without sacrificing the comfort levels. • Reduced destruction of natural areas, habitats, and biodiversity, and reduced soil loss from erosion etc. • Reduced air and water pollution (with direct health benefits). • Reduced water consumption • Limited waste generation due to recycling and reuse. • Reduced pollution loads. B, Technology Absorption Your company is engaged in the business of Real Estate. Currently the company is developing a Residential Cum Commercial Project named "Cloud 36" at Ghansoli, Navi Mumbai. For this purpose, the company has imported technology in the month of July 2014, known as MIVAN formworks system. MIVAN is an aluminium formwork system developed by a European construction company. MIVAN technology is suitable for constructing large number of houses in a short span of time using room size forms to construct walls and slabs in one continuous pour on concrete. In this system of formwork construction, concrete wall and floor slabs cast monolithic provides the structural system in one continuous pour. To facilitate fast construction, early removal of forms can be achieved by hot air curing / curing compounds. Large room sized forms for walls and floor slabs are erected at site. These strong and sturdy forms are fabricated with accuracy and are easy to handle. The concrete is produced in RMC batching plants under strict quality control and convey it to site with transit mixers. Uses and benefits of MIVAN Formwork: • 3S - System of Construction - Speed, Strength, Safety. • Column and beam construction are eliminated. • Walls and slabs are cast in one operation. • Specially designed, easy to handle light weight pre-engineered aluminium forms. • Fitting and erecting the portion of shuttering. • Carrying out concreting of the walls and slabs together. C, Foreign Exchange Earnings and outgo During the financial year 2014-15, expenditure in foreign currencies in terms of actual outflow amounted to Rs. 186.80 lakhs (Previous Year Rs. 20.34 lakh). The Company has not earned any foreign exchange during the year. 13, PARTICULARS OF EMPLOYEES AND REMUNERATION, The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure II hereto, which forms part of this report. 14, HUMAN RESOURCES DEVELOPMENT The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. GeeCee's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. 15, DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has no tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. 16, PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES All transactions entered into during the financial year 2014-2015 with Related Parties as defined under Section 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act 2013 and Clause 49 of the Listing Agreement were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under the Listing Agreement. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No. 11 forming part of the Standalone financial statements. As required under Clause 49(VIII) of the Listing Agreement, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at <http://www.geeceeventures.com/uploads/Investor-relations/pdfs/related-party-transaction->policy-41.pdf 17, PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS Loans, Guarantees & Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report. 18, FIXED DEPOSITS During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 2013 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable. 19, DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013 No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report. 21, EXTRACT OF ANNUAL RETURN The extract of Annual Return as per Section 92 (3) of Companies Act, 2013 is annexed under Annexure III, 22, CONSOLIDATED FINANCIAL STATEMENTS: In accordance with the Accounting Standard AS-21, AS-23 and AS-27 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements forms part of this Annual Report. 23, PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES: As required under Clause 32 of the Listing Agreement and Section 129 of the Companies Act, 2013, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries of your Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 is annexed under Annexure IV In pursuant to Clause 49(V) of the Listing Agreement, your company has framed a policy on material subsidiary, the details of which are available on <http://www.geeceeventures.com/uploads/Investor->relations/pdfs/policy-for-determining-material-subsidiary-40.pdf. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same subject to payment of fees as prescribed. The consolidated annual accounts of the company and its subsidiaries will also be kept open for inspection at the registered office of the company during company's working hours as per the provisions of the Companies Act, 2013. The company has three subsidiaries, details of which are as under: a, GCIL FINANCE LIMITED: This is 100% subsidiary of the Company and has generated profit after tax of Rs. 191.54 Lacs in the current year as against Rs. 101.75 Lacs during the previous year. i, Oldview Agriculture Private Limited: This is 100% subsidiary of the GCIL Finance Limited and has incurred Loss of Rs. 26,143/- in the current year as against loss of Rs. 22,295/- during the previous year. ii, Retold Farming Private Limited: This is 100% subsidiary of the GCIL Finance Limited and has incurred Loss of Rs. 15,605/- in the current year as against loss of Rs. 27,420/- during the previous year. iii, Neptune Farming Private Limited: This is 100% subsidiary of the GCIL Finance Limited has and incurred Loss of Rs. 19,053/- in the current year as against loss Rs. 23,458/- during the previous year. b, GEECEE LOGISTICS AND DISTRIBUTIONS PRIVATE LIMITED: This is 100% Subsidiary of the GeeCee Ventures Limited and has incurred Net Loss for the year of Rs. 51.29 Lacs as against a Net Loss of Rs. 2.41 lacs incurred during the previous year. c, GEECEE BUSINESS PRIVATE LIMITED: This is 63% subsidiary of the GeeCee Ventures Limited and has incurred a Net Loss for the year of Rs. 29.84 lacs as against a Net Loss of Rs. 18.80 lacs incurred during the previous year. 24, RISK MANAGEMENT: During the year, the company has developed and implemented a Risk Management Policy to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved. 25, CORPORATE SOCIAL RESPONSIBILITY The Companies Act, 2013 brought many new provisions one of which was to form CSR Committee and spending 2% of average net profit of last three years towards CSR Activity which needed to be duly approved by the CSR Committee & Board subsequently. This being the first year, so understanding of the concept and its provisions took long time. This resulted in late constitution of CSR Committee. The Board constituted a CSR Committee consisting of three Directors, of which two are non-executive Directors. The CSR Committee at its meeting held on March 30, 2015, recommended to the Board the CSR policy formulated by it, following which the policy document was approved by the Board. The composition, Scope, Governance Structure, Terms of reference etc. of the CSR Committee are laid out in CSR Policy. Further, the CSR policy of the Company has been uploaded on to the Company's website www. geeceeventures.com Since the policy was approved late, this led to the Company not being able to meet the requirements of minimum spending of two percent of the average net Profits of the Company made during the three immediately preceding financial years, in pursuance of the CSR Policy of the Company, during the financial year under review. The Details of Corporate Social Responsibility is annexed under Annexure V 26, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. 27, ACKNOWLEDGMENT: Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. For and on behalf of the Board of Directors of GeeCee Ventures Limited Ashwin Kumar Kothari Chairman (DIN: 00033730) Place: Mumbai Date: 3rd August, 2015 |