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Directors Report of GEE Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 62nd Annual Report of the Company together with the Audited
Statement of Accounts for the Financial Year ended 31st March 2023.

a. FINANCIAL RESULTS

The Company''s performance during the year ended 31st March, 2023 as compared to the previous financial
year, is summarized below: (Rs In Lakhs)

Particulars

For the financial year ended
31* March, 2023

For the financial year ended
31* March, 2022

Income

39,699.21

32,460.13

Less: Expenses

38,545.26

30,499.19

Profit/ (Loss) before tax

1154.16

1,960.93

Less: Provision for tax

(366.51)

(457.39)

Income Tax of earlier years w/off

(0.94)

(3.95)

Profit after Tax

850.94

1,507.49

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing and dealing in all kinds of welding consumables and allied
equipmentand appliances.

There was nochange in nature ofthe business oftheCompany, during the year under review,
c
DIVIDEND:

The Board of Directors after considering the business needs and also to consolidate financial strength ofthe company have decided not to
recommend any dividend to equity shareholder ofthe company for thefinancialyear2022-23.

d. UNPAID DIVIDEND&IEPF:

The amount lying in Unpaid Dividend A/c of the Company in respect of the last seven years along with the dates when it is due for transfer to
Investor Education & Protection Fund (IEPF) is as per below table:-

mount unpaid

Due date of transfer to IEPF

2017-18

29,355.30

r

26-Oct-25

Company has already transferred amount lying in Unpaid Dividend Account for thefinancial year 2015-16.

e. TRANSFER TO RESERVES:

The Company has transferred an amount of INR 200 Lakhs out of profits ofthe Company for the financial year 2022-23 to General Reserve
Account.

f. REPORTON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES ANDJOINT VENTURE COMPANIES:

During theyear under review,yourCompany did not haveany subsidiary,associateand joint venture company,

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptanceof Deposit) Rules,2014 during theyear under review.

Hence,the requirement for furnishing of details relating to deposits covered under ChapterV of the Act orthe details of deposits which are not
in compliance with the ChapterV ofthe Act is not applicable.

h. LOANS FROM DIRECTOR''SOR DIRECTOR''S RELATIVES:

During the financial year under review,theCompany has not borrowed any amount(s) from Directors.

f. C0NSERVAT10N0F ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND0UTG0:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules,2014 in respect of conservation of energy,technology absorption,foreign exchange earnings and outgo etcare furnished in
Annexure I which forms part of this Report.

j. ANNUALRETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an
extract of annual return (to be prepared in Form MGT - 9) to the Directors1 Report, the Company shall host a copy of annual return on the
website,ifany of the Company anda web linkofthe same to begiven in the Directors''Report.

Accordingly,acopy of Annual Return is availableon the website ofthe Company at the below link:

http;//www.qeelimited.com/investor-infa/Corporate-Announcement-Disc|osure:

k. PARTICULAR OF CONTRACTSORARRANGEMENTWITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 entered by the Company with
related party(ies) as defined under the provisions of Section 2(76) ofthe Companies Act, 2013,during the financial year under review, are
furnished in Form AOC-2 and is attached as
Annexure-lland forms part of this Report.

l. PARTICULARS OF INVESTMENTS. LOANS. GUARANTEES AND SECURITIES:

Full particulars of loans.guaranteesand investments covered under Section 186 ofthe Companies Act 2013 provided during the financial year
under review has been furnished in the financial statements which forms part of this report.

m. DISCLOSURES UNDER SECTION 134C31f DOF THE COMPANIES ACT. 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have
occurred between the end ofthefinancialyearoftheCompanyand date ofthis report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During
the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or
inadequacy of such controls.

2. MATTERSRELATEDTODIRECTORSANDKEYMANAGERIAL PERSONNEL

a) BOARDOF DIRECTORS&KEYMANAGERIAL PERSONNEL

There were changes in Directorship & key managerial personnel of the Company during the year under review which are asfollows:

I. Appointment:

• The tenure of Appointment of Mr. Anil Kumar Agarwal (DIN: 07659883) has ended on April 16,2023. So, the Board has recommended his
re-appointment in the Board Meeting held on February 10,2023 subject to the approval ofthe shareholders in ensuing Annual General
Meeting ofthe Company. However,he has resigned from theCompany as on 31.08.2023.

• Mrs. NileemaMahanot,Company Secretary & Compliance Officer ofthe Company has resigned from the post of Company Secretary as on
March 10,2023.

• Mr. Aditya Jalan wasappointedas theCompany Secretary ofthe Company with effectfromJuneOI,2023.

• Mr. Sanwarma! Agarwal Director of the Company being longest in office since last appointment, is liable to retire by rotation and being eligible offers himself for re¬
appointment subject to theapprovalofshareholdersin ensuing Annual general meeting.

ii. Retirement by rotation

In accordance with the provisions ofthe Act,none ofthe Independent Directors is liable to retire by rotation.

Your Directors recommend hisappointmentforyourapproval.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) ofthe Companies Act, 2013 confirming their
independence vis-A-vis the Company.

Further,the Board is ofthe opinion thatall the Independent Directors ofthe Company possess requisite qualification,experience,and expertise
and holds high standards of integrity.

Except the Independent Directors who are exempted from passing the online proficiency self- assessment test, the Company has received
confirmation from the Independent Directors that they have appeared & passed the proficiency test/or they shall appear and pass out the tests
within the due dates as prescribed undertheCompanies Act,2013 and the Rules madethere under.

3. DISCLOSURESRELATEDTO BOARD.COMMITTEES ANDPOLICIES

a. BOARDMEETINGS:

The Board of Directors met 7 (Seven) times during the financial year ended 31st March 2023 in accordance with the provisions ofthe Companies
Act, 2013 and rules made thereunder.The Company has complied with the applicable Secretarial Standards -1 in respect of all the above Board
meetings.

b. AUDIT COMMITTEE:

Details with respect to Audit Committee Composition and Meetingsare mentioned in the Corporate Governance report.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act,2013,formulated the policy setting out
the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees.

The salient features ofthe Remuneration Committee and changes therein are mentioned in the Corporate Governance Report and the
Remuneration Policy isavailableonCompany’swebsiteand can beaccessed in the link provided herein below:

http://www.geelimited.com/upload/media/lnvestor/policies/GEE-Policy-on-Nomination-and-Remuneration.pdf

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details with respect to Stakeholder Relationship Committee Composition and Meetings are mentioned in the Corporate Governance report.

e. VIGILMECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to
provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any
violations of legalor regulatory requirements,incorrect or misrepresentation ofany,financial statementsand reports,etc.

The employeesof the Company have the right/option to report their concern/grievance to the Chairman ofthe Audit Committee.

The Company is committed to adhere to the highest standards of ethical,moral and legal conduct of business operations.

f. RISKMANAGEMENTPOUCY:

The Board of Directors ofthe Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which
may lead to negative consequences on the Company''s businesses,and define a structured approach to manage uncertainty and to make use of
these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered
in theannual/strategic business plans and in periodic management reviews.

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The CSR Policy of the Company is available on the Company''s web-site and can be accessed in the link provided herein below:

http://www.aeelimited.com/investor-info/Code-of-Conduct-Policies

The Company has initiated activities in accordance with thesaid Policv.the detailsofwhich have been prescribed in Annexure III.

h. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the
evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship and CSR Committee in its meeting
dated 10"'' February 2023.

The Board has adopted a formal evaluation mechanism for evaluating its performance and as well as that of Its Committees and individual
directors,induding the Chairman of the Board.This exercise was carried out by feedback survey from each director covering Board functioning
such as composition of Board and its Committees,experience and competencies, governance issues etc.Separate exercise was carried out to
evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance,
contribution at the meeting etc.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS Of STATUTORY AUDITORS ON ACCOUNTS FOR THEYEARENPED31nMARCH 2023:

There are no observations/qualifications made by the Statutory Auditors in their reportforthe financial year ended 31flMarch 2023 and
therefore, do not call foranyfurther comments from the Board under Section 134(3)ofthe Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT F0RTHEVEARENDED31nMARCH 2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit
Report from Practicing Company Secretary.

M/s.Chandni Maheswari (ACS No.42292) had been appointed to issue Secretarial Audit Report for thefinancial year 2022-23.

Secretarial Audit Report in Form MR-3 and Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (Listing
Obligation and Disclosure Requirements) Regulations,2015,issued by M/s.Chandni Maheswari (ACS No.42292)Practicing Company
Secretary are enclosed in
Annexure-IV for the financial year 2022-23.The said report does contain any observation or qualification
requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The following are the Qualifications/observations given by the Secretarial Auditor in the Secretarial Audit
Report of FY ended on 31.03.2023 and the Board''s Comment/Actions on the same-

Qualifications/observations of Secretarial
Auditor

Comment/ Actions of the Board

Late Submission of Annual Secretarial
Compliance Report under Regulation 24A of
SEBI (LODR), 2015.

The Board is aware of the same & the
same was complied w.e.f 7th June, 2022

Non Compliance with relation to Board
Composition (no woman Director in the Board)

The Board is aware of the same and
taking corrective measures to comply
with the same.

The Company had not hosted compliances
Regulation 46(2) (hosting details on website of
the Company).

The Board is aware of the same & the
same has been complied for the FY 2021-22

The Company did not have Company Secretary
as Compliance Officer for the period 1st April,
2022 to 30th April, 2022.

The Board is aware of the same and the
same was complied w.e.f 1st May, 2022,

Non - Intimation of Resignation of Statutory
Auditor & Appointment of Company Secretary
within the prescribed time

The Board is aware of the same & the
same has been complied with.

The Company has not yet published its Financial
Results for the quarter and year ended 31st
March, 2023,30th June, 2023 & 30th September,
2023 respectively. Consequently, the Company
has not complied with Reg. 33 SEBI (LODR)
Regulations, 2015, Reg. 23(9) SEBI (LODR)
Regulations, 2015 and hence Regulation 30
along with Schedule III of SEBI LODR
Regulations, 2015 till date.

The Board is aware of the same and
taking corrective measures to comply
with the same.

The Company Secretary of the Company had
resigned w.e.f closing of business hours on 10th
March, 2023 and the new Company Secretary
was appointed on 1st June,2023.

The Board is aware of the same & the
same has been complied with.

62nd AGM of the Company for the FY ended 31 st
March, 2023 has not been conducted within the
prescribed time limit as per Companies Act,
2013 neither any extension has been sough by
ROC in this regard.

The Board is aware of the same and
taking corrective measures to comply
with the same.

The composition of the Audit Committee, CSR
Committee & Stakeholders Relationship
Committee is not proper effective from 1
2023 till 5

The same has been compiled by the
Board as on 05.09.2023.

The Company had not conducted any Board or
Committee meetings in the April''23

The Board is aware of the same and
taking corrective measures to
with the same.

c. STATUTORYAUDITORS:

Pursuant to the provisionsof Section 139of the Companies Act,2013and the Companies (Audit and Auditors) Rules,2014, M/sR. Do kania&Co., Chartered
Accountants, were appointed as the Statutory Auditors of the Company till the ensuing Annual General Meeting for the FY 2022-23 as a result of casual
vacancy in the office of the Statutory Auditors arisen by the resignation of M/s.Singhi & Co. ^Chartered Accountants erstwhile Statutory Auditors of the
Company who were appointed by the Company in EGM held on December IS"1,2023 and Resigned from theCompany21.10.2023.

The Board now recommends the re-appointment of M/s R.Dokania & Co., Chartered Accountants,as the Statutory Auditors of the Company for a term of 5
yearstill theAGM to be heldintheyear2028.

d. MAINTENANCE0FC0STREC0RDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,2014,as amended from
time to time, the Company is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost
Records in the format prescribed in Form CRA-1 under Rule 5 of the said Rules.

e. COST AUDITORS:

The Board has re-appointed M/s.S.Chhaparia8t Associates, Cost Accountants as the Cost Auditor of the Company forthe financial year 2023-24.

f. REPORTING OF FRAUDS BYSTATUTORYAUDITORSUNDERSECTION143 (12) :0THER DISCLOSURES

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts)
Rules, 2014.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,2014 are furnished as under:

a. CHARGE IN SHARE CAPITAL OF THE COMPANY

There were no changes in the share capital of the Company during year under review.

b. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which an have impact on
the going concern status and the Company''s operations in future.

c. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, inrelation to the audited financial statements of the Company for the year ended 31st March, 2023,
the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material
departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31“ March, 20223 and of the profit/loss of the Company for that year;

c. proper and sufficient are was taken 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;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating
effectively.

d. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e. CORPORATE GOVERNANCE:

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost long-term shareholder value, but
also to respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our operations and perform¬
ance, as well as the leadership and governance of the Company.

In compliance with Regulation 34(3) read with Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015,a Report on Corporate Governance enclosed as
Annexure-V forms part of this Annual Report.

f. PARTICULAR OF REMUERATION OF DIRECTOR''S KMP''S AND EMPLOYEES:

This information as per Section 197(12) of the Companies Act,2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, as amended, forms part of this report as per
Annexure-VI.

g. MANAGEMENT PISUSSION AND ANALYSIS REPORT:

In compliance with Regulation 34(2) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a Report on Management Discussion & Analysis which as
Annexure-VII forms part of this Annual Report.

h. DISCLOSURE UNDER SECTION 43 (a) (ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

i. DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT. 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

j. DISCLOSURE UNDER SECTION 62f1)(b) OF THE COMPANIES ACT. 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no
information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

k. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67{3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014is furnished.

6. PROCEEDINGSUNDER INSOLVENCYAND BANKRUPTCYCODE2016.

No application was made nor is any proceeding pending under the Insolvency and Bankruptcy Code,2016during the year.

7. DETAILSOFONETIMESETTLEMENTWITHTHE BANKS:

The Company has not made any onetime settlement with any Banks or Financial Institutions.

8. ACKNOWLEPGEMENTSANPAPPRECIAIION:

Your Directors take this opportunity to thankthe customers,shareholders,suppliers, bankers, business partners/associates,financial institutions
andCentralandStateGovernmentsfortheirconsistentsupport and encouragement totheCompany.

Forand on behalf of the Board

Sd/- Sd/-

SanwarmalAgarwa! Shankar Lai Agarwal

Managing Director WholeTime Director

DIN:01007594 D!N:01205377

Date:25 November2023
PlaceiThane


Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 57th Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March 2018.

FINANCIAL RESULTS

The financial highlights is given below:

(Amounting Lakhs)

Standalone

Particulars

2017-2018

2016-2017

Net Revenue from operations

21,599.46

19,856.90

Other Income

69.85

23.88

Net Revenue

21669.30

19880.78

Net Profit Before Tax

497.58

564.83

Provision for Tax

155.02

219.27

Net Profit After Tax

342.56

345.56

Other Comprehensive Income

-Items that will not be reclassified to profit or loss

(0.16)

0.18

Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)

342.41

345.74

Earnings per equity share (for continuing operation):

-Basic & Diluted (In Rs.)

1.45

1.46

State of Affairs and Operational Review

The financial year under review continued to pose challenges and the economic environment remained dynamic. The Government introduced a significant and landmark change by introducing the Goods and Services Tax. Your Company remained committed to its promise of growth in top lines, thereby capturing higher market presence slowly but steadily.

During the year under review ,the total Net Revenue was Rs.21,669 lakhs as against Rs. 19,880 lakhs for the corresponding previous year.

Profit after Tax for the period 2017-18 was Rs.342.41 lakhs as against Rs.345.74 lakhs in the corresponding previous year.

IND AS Standards

Your Company has adopted IND AS with effect from 1 April, 2017 pursuant to the notification dated February 15,2015 under Section 133 of the Companies Act,2013 issued by the Ministry of Corporate Affairs. Your Company has published IND AS financials for the year ended 31 March,2018 along with comparable financials for the year ended 31 March,2017 together with opening statement of Assets and Liabilities as on 1April,2016.

Management Discussion and Analysis

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company''s operations forms part of this Annual Report as an ''Annexurel''.

Dividend

The Board of Directors are pleased to recommend a dividend of 15% on the paid up equity share capital of the Company, which amounts to Rs.0.30/- per share, subject to the approval of the members at their ensuing Annual General Meeting.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 22"“ September, 2018 to Saturday, 29th September, 2018 (''bof/ic/oys/nc/us/VeJfor the purpose of payment of dividend for the Financial Year ended March 31,2018and the AGM.

Reserves

YourCompanyhastransferredanamountofRs.200.00LakhstotheGeneralReservefortheFinancialYearended31"March2018.

Directors and Key Managerial Personnel

Inductions/Appointment or Re-appointment of Director

The Board of Directors had appointed Mr. Anilkumar Agrawal and Mr. Shirish Samarth as Additional (Independent) Directors in their meeting held on 17th April,2018,in pursuant to section 161 of the Companies Act,2013 read with Articles of Association of the Company, who shall hold the office until the 57th Annual General Meeting.

Cessation of Directorship

The following directors were resigned from the Board of the Company:

Sr.

No.

Name ofthe Director

Designation

Date of Resignation

1

Mr. Utsav Kapadia

Non-Executive Director

24* August 2017

2

Mr. Rakesh Mundra

Independent Director

14* December 2017

3

Mr. Ashok Kumar

Independent Director

14* December 2017

4

Mr.Shankarlal Agarwal

Managing Director

30* December 2017

5

Mr.Sujit Sen

Independent Director

02nd April 2018

Retire by Rotation

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Sanwarmal Agarwal (DINKJ1007594), Whole-time Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 57th Annual General Meeting. The Board recommends the said reappointment for shareholders'' approval.

Re-appointment of Independent Director

The Nomination and Remuneration Committee recommends to re-appoint Mr.Kobad Maneckshah Panthaki as an Independent Director on Board of the Company for a second term for a period of five years upto 31 "March,2024.

In the opinion of the Board, Mr. Kobad Maneckshah Panthaki fulfills the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations.

The special resolution for re-appointment of Mr.Kobad Maneckshah Panthaki as an Independent Director, forms part ofthe Notice convening the Annual General Meeting (''AGM'') scheduled to be held on September 29,2018.

Disclosures by the Directors

All the directors of the Company have confirmed that they meet all the criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act,2013.

Declaration by Independent Directors

The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

Discussions with Independent Directors

The Board''s policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members ofthe Management make presentations on relevant issues.

The policy for Familiarisation Programme for independent Directors is available on ourwebsitewww.geelimited.com.

Performance evaluation and its criteria

Pursuant to provisions of the Companies Act,2013 and Listing Regulations, the Board has carried out an annual evaluation of the Board as a whole, various Committees, Directors individually and the Chairman.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Report.

Key Managerial Personnel

During the year under review,Mr.Shankarlal Agarwal resigned from the post of Managing Director of the Company with effect from 30* December 2017.

Mr.Omkar Mhamunkar,Company Secretary of the Company has tendered his resignation from post of Company Secretary with effect from 08th May,2017.

Further, the Board has appointed Mr. Sumeet More as the Company Secretary in whole time in employment with effect from 27th April, 2017 and he tendered his resignation as the Company Secretary with effect from 30th June,2018.

Number of Board Meetings

During theyear,06 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

Board and its Committees

The details pertaining to Board and following committees formed by the Board of Directors are included in the Corporate Governance Report, which forms part of this Report:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

Director''s Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Thedirectorshaveselectedsuchaccountingpoliciesandappliedthemconsistentlyandmadejudgmentsandestimatesthatarereasonableand 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 and loss of the company for that period;

(c) 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;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Public Deposits

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013.There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,2018.

Corporate Social Responsibility(CSR)

In compliance with the requirements of Section 135 of the Companies Act,2013 read with the Companies {Corporate Social Responsibility) Rules,2014,as amended, the Board has a Corporate Social Responsibility Committee. The details of the Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

Our aim is to be one of the most respected companies delivering superior and sustainable value to all our customers, business partners, shareholders and host communities. In accordance with the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, as amended, your Company have undertaken projects as per the CSR Policy and the details of the CSR Activities are given as ''Annexure II'' which forms integral part of this Report.

The Company''s CSR policy is available at weblink -

http://www.geelimited.com/upload/media/lnvestor/policies/GEE-Policy-on-Corporate-Social-Responsibility.pdf

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134(3)(m)of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014aregiven as ''Annexure III'' which forms part of this Report.

Particulars of Contracts and Transaction with Related Party

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company i.e. www.geelimited.amDuring the financial year 2017-18,your Company has entered into various transactions with related parties as defined under the Companies Act, 2013 read with applicable rules and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015,all of them are in the ordinary course of business and at arm''s length basis. However, pursuant to the provisions of Section 178,188 of the Companies Act,2013 and Regulation 23 of the Listing Regulations, omnibus approval of the Audit Committee was sought for entering into the related party transactions.

During the year, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules,2014,asamended, are given in Form A0C-2as ''Annexure IV1 which forms part of this report.

In accordance with Indian Accounting Standard 24,the related party transactions are disclosed under Note No.42 of the Financial Statements.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not provided any loans, guarantee, security or made any investment covered under the provisions of Section 186 of theCompaniesAct,2013.

Auditors

Statutory Auditors

The shareholders at the 56th Annual General Meeting held on 16th September, 2017, had appointed M/s. P B Shetty, Chartered Accountants (Firm Registration No..:110102W),as the Statutory Auditors of the Company to hold office till the conclusion of 61“ Annual General Meeting of the Company to be held in theyear2022,subject to the ratification by the members at every Annual General Meeting, at a remuneration decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7,2018, ratification of appointment of Statutory Auditors at every Annual General Meeting is no more a legal requirement. However, pursuant to Ordinary Resolution passed at the 56"'' Annual General Meeting, appointment shall subject to ratification at every Annual General Meeting.

Hence, the Notice convening the ensuing 57"'' Annual General Meeting contains a resolution on ratification of appointment of Statutory Auditors. Further, M/s. P B Shetty, Chartered Accountants (Firm Registration No..: 110102W), has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial YearendingMarch31,2019and they will continue to be the Statutory Auditors of the Company for Financial Year ending March 31,2022.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Audit & Controls

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

Secretarial Audit

The Board of Directors appointed Mr. Deep Shukla proprietor of M/s. Deep Shukla and Associates, Company Secretary in Practise, as the Secretarial Auditor of the Company under the provision of Section 204 of the Companies Act, 2013, for conducting the secretarial audit for the financial year 2017-18.The Secretarial Audit Report is annexed as ''AnnexureV'' which forms integral part of this report.

Explanation(s)/Comments) pursuant to Section 134(3)(F)(II) of the Companies Act,2013:-

The observation/remarks as given in Secretarial Audit Report are self explanatory.

The Board has also appointed Mr. Deep Shukla proprietor of M/s. Deep Shukla and Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19.

Cost Audit

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. ln this connection, the Board of Directors of the Company has approved the appointment of M/s. Ajekar Shivaraya Kini, Cost Accountants, appointed as Cost Auditors of the Company for the financial year 2018-19.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the Annual General Meeting. We seek your support in approving the proposed remuneration of Rs. 1,00,000/-plus applicable taxes and out-of-pocket expenses payable to the Cost Auditors for the Financial Year ending March 31, 2019.

Adequacy of Internal Financial Controls

Your Company''s internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations. The internal control system in place throughout the Company is aimed at systematic and thorough identification and assessment of all major risks, which threaten the achievement of objectives, including risks related to business operations, finance, legal and strategic. It makes an important contribution towards ensuring compliance with the laws that apply as well as providing assurance on the propriety and reliability of internal and external financial reporting.

The internal control system is therefore a significant factor in the management of process risks. Your Company has internal audit team which provide reports and necessary actions where required on various activities covering observation on adequacy of internal controls and their recommendations.

The CEO and CFO Certification and Auditor''s Report which forms part of Annual Report, discuss the adequacy of our internal control systems and procedures.

Details of frauds reported by Auditors

There were no frauds reported by the Statutory Auditors under provisions of Section 143 (12) of the Companies Act,2013 and rules made there under.

Particulars of Remuneration of Directors, ICMP''s and Employees

The information as per Section 197(12) of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,asamended, forms part of this Report as per ''Annexure VI''.

Nomination and Remuneration Policy

For the purpose of selection of any Director, Key Managerial Personnel and Senior Management Employees, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act,2013or other applicable laws.

The Nomination and Remuneration Policy of the Company and Performance Criteria is annexed herewith as ''Annexure VII'' which forms part of this Report.

Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees by adopting a Whistle Blower Policy which is available at the website of the Company and weblink thereto is http://www.geelimited.com/upload/media/lnvestor/policies/GEE-Policy-on-Whistle-Blower-Vigil-Mechamism.pdf

Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report.

Details of Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

Risk Management

The Company has formulated a Risk Management Policy as per the provisions of Section 134(3)(n) of the Companies Act, 2013. The policies and procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanism for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 is not applicable.

Extract of Annual Return

Pursuant to the Provisions of Section 92(3) of the Companies Act,2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, extract of the Annual Return of the Company in the Form MGT-9 is available on the website of the Company on www.geelimited.com. and is annexed herewith as ''Annexure VIII''

Corporate Governance Report

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost long-term shareholder value, but also to respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our operations and performance, as well as the leadership and governance of the Company.

In compliance with Regulation 34(3) read with Schedule V(C) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015,a Report on Corporate Governance forms part of this Annual Report.

The Auditors'' certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 is annexed to the Corporate Governance Report.

Disclosure on compliance with the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act,2013

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace. There was no case of sexual harassment reported during the year under review. The policy is available on the website of the Company i.e. www.geelimited.com

Transfer of amounts to Investor Education and Protection Fund (IEPF)

The unclaimed dividend for a period of seven years is mandatorily deposited in Investor Education and Protection Fund (IEPF) Account in accordance with Section 124 of the Companies Act, 2013. The details of unclaimed dividend are available on the website of the Company at www.geelimited.com.The Company has transferred Rs.45,163/- pertaining to the financial year 2009-10 to the Investor Education and Protection Fund towards Unclaimed Dividend. The Company will transfer Rs. 52,990.30/- pertaining to the financial year 2010-11 to the Investor Education and Protection Fund by 1 S’" November 2018.

In accordance with Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, 1,12,015 equity shares in respect of which dividend has remained unclaimed or unpaid for7 (seven) consecutive years or more has been transferred to IEPF Suspense Account of the IEPF Authority.

All the underlying equity shares in respect of which dividend has not been paid or claimed for the last seven consecutive years from the financial year 2010-11 are required to be transferred to IEPF Account by 15th November 2018. The Company had already sent individual communication to the concerned shareholders whose shares are liable to be transferred to IEPF as per the aforesaid Rules for taking appropriate action. The notice also prescribe the procedures to be followed by an investor, to claim the shares/amount transferred to IEPF.

The Company has also uploaded the details of such members and shares due for transfer to the IEPF Authority on its website www.geelimited.com under "Investor lnfo" section, to enable such members to verify the details of shares liable to be transferred to the lEPF Authority.

Any person whose unclaimed dividend and shares pertaining thereto has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of lndia and such systems are adequate and operating effectively.

Acknowledgement

Your Directors would like to thank all stakeholders, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on behalf of the Board

Place: Kalyan Sanwarmal Agarwal Payal Agarwal

Date: 29th August, 2018 Whole-Time Director Whole-Time Director & CFO

DIN:01007594 DIN:07198236


Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors have pleasure in presenting the 55th Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31” March 2016.

Financial Results

Key aspects of your Company''s financial performance for the year 2015-16 are tabulated below:-

(Rs,in millions)

Particulars

2015-2016

2014-2015

Gross Income

1,921.74

1,807.53

Profit Before Interest and Depreciation &Tax

169.84

152.20

Finance Charges

65.23

71.87

Provision for Depreciation

32.28

36.17

Net Profit Before Tax

72.33

44.16

Provision for Tax

26.60

20.50

Net Profit After Tax

45.73

23.66

Balance of Profit brought forward

395.40

290.28

Balance available for appropriation

341.13

313.94

Proposed Dividend on Equity Shares

7.08

7.08

Tax on proposed Dividend

1.45

1.45

Transfer to General Reserve

20.00

10.00

Surplus carried to Balance Sheet

312.59

295.40

REWEWOF OPERATIONS

Despite the global economic slowdown, your Company has achieved a rise in Profit Before Tax (PBT) by 64% from Rs.44.16 million to Rs.7233 million. The net revenue from operations increased by 5.24% from Rs.1,800 million to Rs. 1,895 million. This year the Company has been able to cut down the finance cost by almost 9.24% by shifting to the banks offering competitive rates and banking on internal accruals by reducing the debtors turnover ratio to lower end.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 15% on the paid up equity share capital of the Company which amounts to Rs.0.30/- per share, for consideration and approval by the shareholders at the Annual General Meeting. Total payout amounts to Rs 8.54 million, including dividend distribution tax of Rs.1.45 million.

RESERVES

Your Company has transferred an amount of Rs. 20 million to the General Reserve for the Financial Year ended 31 “March 2016.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31 ” March 2016 was Rs.4,72,51,756/- comprising of 236,25,878 shares of Rs.2/- each. There has been no change in the Equity Share Capital of the Company during the year.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,2014 during the year.

C0RP0RATES0QAL RESPONSIBILITY^

Our aim is to be one of the most respected companies delivering superior and sustainable value to all our customers, business partners, shareholders and host communities. In accordance with the provisions of the Companies Act,2013 and the Companies (Corporate Social Responsibility Policy) Rules,2014, your Company as part of its CSR initiatives have undertaken projects as per the CSR Policy and the details of the CSR Activities are given as Annexure T forming part of this Report.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT.TECHNOLOGYABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation, technology absorption, foreign exchange earnings and outgoing in accordance with the provisions of Section 134 (3) (m) of the Companies Act2013 read with Rule 8of the Companies (Accounts) Rules, 2014are given as Annexure forming part of this Report.

DIRECTORSANDKEYMANAGERIAL PERSONNEL

The Board of Directors of your Company re-appointed Mr. Shankarlal Agarwal, Managing Director and Mr. Sanwarmal Agarwal, Executive Director for the period of five years w.e.f.111 January, 2015 to 31 "December, 2019. In terms of section 161 of the Companies Act, 2013 and Article 19(6) (i) of the Articles of Association the Company, appointed Mrs.Payal Agarwal, as an Additional Director of the Company, designated as Director- Finance for the period of five years w.e.f. 30th May, 2015 and subsequently also designated as Chief Financial Officer of the Company w.e.f. 6th August, 2015. Mr. Ashok Kumar, Independent Director was appointed as Chairman of the Company for the period of five years w.e.f. 30th May, 2015. Mr. Madhusudan Prahlad Dhanuka, Executive Director (Marketing) was re-appointed for the period of 3 years w.e.f. 1" December, 2015. Mr. Omkar Chandrakant Mhamunkar (ICSI Membership ACS-26645) appointed as Company Secretary & Compliance Officer of the Company w.e.f. 19 December, 2015. Mr. Govind Kumar Saraf, Executive Director was re-appointed for the period of three years w.e.f.319 March,2016.

During the year, term and remuneration of Mr.Shankarlal Agarwal, Mr.Sanwarmal Agarwal, Mrs. Payal Agrwal, Mr. Ashok Kumar was regularised by the shareholders of the Company at their annual general meeting held on 26 * September, 2015. The appointment of Mr. Madhusudan P. Dhanuka and Mr. Govind Kumar Saraf is subject to approval of shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Utsav Kapadia, Director, retiring by rotation at the ensuing Annual General Meeting eligible for re-appointment.

DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act,2013,the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) They 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 as of 31" March 2016 and of the profit of the Company for the year;

c) They 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;

d) The Annual Accounts are prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act 2013.

BOARDMEETING5

The details of the Board Meetings held during the year are covered in the Corporate Governance Report.

PERFORMANCE EVALUATION AND If SCRIIERIA

The details of formal evaluation made by the Board of its own performance and that of its committees and individual directors are covered in the Corporate Governance Report.

DISCLOSURES BY THE DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 (the “Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

The details of the Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

AUDITCOMMITTEE

The Board has constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .The details of the Audit Committee along with Meetings held during the year are covered in the Corporate Governance Report.

RELATED PARTYTRANSACTIONS

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company i.e. www.geelimited.com. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (earlier Listing agreement) during the year were in the ordinary course of business and on an arm''s length basis and do not attract the provisions of Section 188 of the Companies Act 2013. However pursuant to the provisions of Clause 49 of the Listing Agreement, and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,("SEBI LODR") omnibus approval of the Audit Committee was sought for entering into the Related Party Transactions.

During the year, the Company has not entered into any contract/arrangement/transactions with Related Parties which could be considered as material, as defined under the Listing Agreement and SEBI LODR.

The related party transactions entered into by the Company in the ordinary course of business and were on an arm''s length basis, the details of which are provided as Annexure V Form AOC-2.

In accordance with Accounting Standard 18,the Related Party Transactions are disclosed under Note No.37 of the Financial Statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details about the adequacy of Internal Financial Controls are covered in the Management Discussion and Analysis Report.

PART1CULARS0F REMUNERATION OF PI RECTORS. ICMP''S AND EMPLOYEES

The information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,forms part of this Report as per Annexure 11''.

As per the provisions specified in Chapter XIII and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 including any amendments thereto none of the employees of the company are in receipt of remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore and Two Lakh) per annum/if employed for the whole year or Rs.8,50,000/- (Rupees Eight Lakh Fifty Thousand) per month, if employed for part of the year.

EMPLOYEE STOCK OPTION PIAN

The Company has not provided stock options to any of its employees.

COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost records and Audit) Rules, 2014 including any amendment thereto, M/s. Ajekar Shivaraya Kini, Cost Accountants, have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the notice convening the Annual General Meeting.

STATirrOKYAUPIIORS

The Shareholders at the 531(1 Annual General Meeting held on 2nd August 2014 had appointed M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants as the auditors of the Company to hold office till the conclusion of 56th Annual General Meeting of the Company to be held in the year 2017 subject to ratification by the Members at every Annual General Meeting, Data remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

Accordingly, the Board recommends to the Members of the Company for ratification of the appointment of M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants (Firm Registration No. 102860W/W100089) as the Statutory Auditors of the Company.

In this regard, M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants (Firm Registration No. 102860W/W100089) have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act,2013 and also satisfy the criteria provided in Section 141 of the Companies Act,2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Deep Shukla & Associates, Practising Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the FinancialYear2015-16.TheSecretarial Audit Report is given as Annexure'' VK forming part of this Report

PARTICULABSOF LOANS.GUARANTEES OR INVESTMENTS

During the year under review, the Company has not provided any loans, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act,2013.

The Company has formulated a Risk Management Policy as per the provisions of Section 134(3)(n) of the Companies Act, 2013. The policies and procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanism for their proper and timely monitoring and reporting. The policy is available on the website of the Company i.e. www.geelimited.com

MATERIAL CHANGESANDCOMMITMENTS

There were no material changes and commitments during the year affecting the financial position of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company''s operations in future.

WHISTLI BLOWER POLICY/VIGIL MECHANISM

The Company has adopted Whistle Blower Policy and the same is available on the website of the Company i.e. www.geelimited.com EXTRACTOF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act2013,an extract of the Annual Return in the Form MGT-9 is given as Annexure ''IV'' forming part of this Report.

DISCLOSURE ON COMPLIANCE WITH THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AN D REDRESSAL) ACT.2013

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace. There was no case of sexual harassment reported during the year under review. The policy is available on the website of the Company i.e. www.geelimited.com

TRANSFER OF AMOUNTSTO INVESTOR EDUCATION AND PROTECTION FUND flop

The unclaimed dividend for a period of seven years is mandatorily deposited in Investor Education and Protection Fund (IEPF) Account in accordance with Section 205C of the Companies Act, 1956. The details of unclaimed dividend are available on the website of the Company at www.geelimited.com

The Company has transferred Rs.31,243.20 pertaining to the financial year 2007-08to the Investor Education and Protection Fund towards Unclaimed Dividend. The Company does not have any unclaimed share certificates and hence, has not credited any shares to the Suspense Account as required under Regulation 34(3) read with Schedule Vof SEBI Listing Regulations.

ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on behalf of the Board

Place :Kalyan ASHOK KUMAR

Date .‘July 29,2016 Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 54th Annual Report on the Audited Statement of Accounts for the Financial Year ended 31st March 2015.

Financial Results

Key aspects of your Company's financial performance for the year 2014-15 are tabulated below:- Rs in million

particular 2014-2015 2013-2014

Gross Income 1,807.53 1,676.93

Profit Before Interest and Depreciation 152.20 161.54

Finance Charges 71.87 72.43

Provision for Depreciation 36.17 25.55

Net Profit Before Tax 44.16 63.25

Provision for Tax 20.50 20.47

Net Profit After Tax 23.66 42.78

Balance of Profit brought forward 290.28 270.73

Balance available for appropriation 313.94 313.51

Proposed Dividend on Equity Shares 7.08 7.08

Tax on proposed Dividend 1.45 1.45

Transfer to General Reserve 10.00 15.00

Surplus carried to Balance Sheet 295.40 290.28

REVIEW OF OPERATIONS

The Indian economy has not shown the expected aggressive growth momentum that was targeted at the beginning of FYl5.The net turnover of the Company showed marginal improvement of 7.6% from INR1674 million in 2013-14 to INR1801 million in 2014-15.The Company isfacing a tough time in maintaining margins as there are a lot of interlinked factors which are putting severe pressure on cash flows and bottom lines. In view of the current economic conditions, the Company is hopeful of overall better performance during the current year.

DIVIDEND AND RESERVES

Your directors have recommended,for consideration of shareholders at the Annual General Meeting,dividend @ 15% (Re.0.30/- per share of Re.2each),on 2,36,25,878 equity shares.The dividend will be paid in compliance with applicable regulations.

Out of the profits available for appropriation, an amount of Rs.10 million has been transferred to the General Reserve and the balance has been carried forward to the Profit & Loss Account.

SHARE CAPITAL

The Paid-up Equity Share Capital ofthe Company as on 31 iviarch,2015 is Rs.47.25 million,comprising of 2,36,25,878 shares ofRs.2/- each.During the year under review,the Company has not issued any equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Govind Kumar Saraf, Executive and Non-Independent Director, retires by rotation at the forthcoming Annual General Meeting and being eligible,offers himself for reappointment.

During theyear,Mrs.Payal Agarwal has been appointed as an Additional Director with effect from 30th May,2015.

Further Mr. Shankarlal Agarwal and Mr. Sanwarmal Agarwal were reappointed as the Managing Director and Executive Director of the Company respectively with effect from 1st January,2015.

Also Mr. Ashok Kumar was redesignated as the Chairman of the Company with effect from 30th May,2015.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act,2103,the Board of Directors ofthe Company hereby confirms that:

(a) in the preparation of the annual accounts,the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 ofthe state of affairs ofthe company at the end ofthe financial year and ofthe profit and loss of the company for that period;

(c) 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 ofthe company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees ofthe Company, is enclosed as Annexure land forms part of this Report.

NUMBEROF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, eight Board Meetings were convened and held,the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act,2013 and the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed "satisfaction with the evaluation process.The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 ofthe Companies Act,2013 as well as Clause 49 ofthe Listing Agreement.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors.This policy also lays down criteria for selection and appointment of Board Members.The details of this policy are provided on the Company's website on the:www.qeelimited.com

DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

STATUTORY AUDITORS' AND AUDITORS'REPORT

At the Annual General Meeting held on August 2,2014, M/s Ford, Rhodes, Parks & Associates, Chartered Accountant were appointed as Statutory Auditors ofthe Company to hold office till the conclusion ofthe Annual General Meeting to be held in Calendar year 2016. In the terms ofthe first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Ford, Rhodes, Parks & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders. In this regard to the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 ofthe Companies Act,2013.

Auditors Report as issued by M/s Ford, Rhodes, Parks & Co Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Ajekar Shivaraya Kini, Cost Accountants, have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

APPOINTMENT OF COMPANY SECRETARY

The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai have been appointed as the Secretarial Auditors of the Company for the F.Y 2014-201 5.The Secretarial Audit Report is enclosed as Annexure V to this report.

INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement.The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2015 comprised of two Independent Directors, namely Mr. Sujit Sen and Mr. Rakesh Mundra and one Non-Executive Non-Independent Director, Mr. Utsav Kapadia. Mr. Sujit Sen is the Chairman of the Committee. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Managing Director, Executive Director and Director (Finance) are regularly invited to attend the Audit Committee meetings.The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014form part of this Report as per Annexure I.

As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year.

EMPLOYEES'STOCK OPTION PLAN

The Company has not provided stock options to any of its employees.

VIGILMECHANISM

In pursuant to the provisions of section 177(9) & (10) o1 companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.The Vigil Mechanism Poli , ,as been uploaded on the website ofthe Company at www.geelimited.com.The employees of the Company are made aware ofthe said policy at the time of joining the Company.

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures.These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

EXTRACT OF ANNUAL RETURN:

The details forming part ofthe Extract ofthe Annual Return in Form MGT-9,as required under Section 92 ofthe Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 as on 31st March,2015.

LOANS& GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act,2013 to any person or other body corporate.

INSURANCE

The properties/assets of the Company are adequately insured.

RELATED PARTYTRANSACTIONS

During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arm's length basis, with approval of the Audit Committee.The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter.

There are no materially significant Related PartyTransactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons,that may have a potential conflict with the interest ofthe Company at large.

Related Party Transactions entered into by the Company were in ordinary course of business and were on an arm's length basis,the details of which are provided as Annexure IV; Form AOC 2.

CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause49 of the Listing Agreement forms a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report,which gives a detailed state of affairs ofthe Company's operations forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to discharging its social responsibility as a good corporate citizen.

-The composition of Corporate Social Responsibility (CSR) Committee is covered under the Corporate Governance Report,which is annexed to this Report as Annexurelll.

During the year out ofthe budgeted expenditure of Rs. 1.6 Million, entire amount has been spent on the projects approved by the Committee and no amount remains unspent as on 31st March, 2015.The Annual Report on CSR activities is annexed hereto as Annexure III.

CONSERVATION 0F ENERGY, RESEARCH AND DEVEL0PMENT,TECHN0L0GY ABSORPTION ANDFOREIGN EXCHANGE

Energy Conservation continued to be priority area for the Company for effective control on electricity and fuel consumption at all the Units.The Company continues its efforts in upgradation of systems and equipment, with a view to improving the quality of the products, minimizing manufacturing wastages, cost reduction in terms of better productivity and customer satisfaction through better product performance.The Company has in-house laboratories and development departments which diligently work on the technical composition of each consumable manufactured on the shop floor. The development department is continuously working on making specific tailor made products for specialized uses in end applications.

All the plants have been certified by DNV.The Kolkata Plant is ISO 9001:2008,14000 and 18000 certified by DNV and Kalyan Plant is ISO 9001-2008 certified by DNV. All the plants of the Company also adhere to the guidelines ofthe respective state PCBs and CPCB.

During the year, the total foreign exchange used was Rs. 1917.83 lakh and the total foreign exchange earned was Rs.635.74 lakh.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions ofthe Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company,as on the date of last AGM (i.e. August 2nd,2014), with the Ministry of Corporate Affairs.

GENERAL

During the year under review, no revision was made in the financial statement of the Company.

During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

HUMAN RESOURCES

Your Company treats its"Human Resources"as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

ACKNOWLEDGMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results.The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Place: Kalyan ASHOKKUMAR Date: August 6,2015 CHAIRMAN [DIN:013692171]


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 53rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

Financial Results

Key aspects of your Company''s financial performance for the year 2013-14 are tabulated below:-

(Rs.in million)

particular 2013-2014 2012-2013

Sales (Gross) & Other Income 1859.55 2080.01

Profit before Interest & Depreciation 159.54 171.77

Financial Charges 70.74 74.59

Depreciation 25.55 22.88

Profit before Taxes 63.25 74.30

Payment/Provision for Taxes 20.47 27.90

Profit after Taxes 42.78 46.40

Profit brought forward 270.73 247.57 Appropriation to:

General Reserve 15.00 15.00

Proposed Dividend 7.08 7.08

Tax on Proposed Dividend 1.15 1.15

Profit carried to Balance Sheet 290.28 270.73

Dividend

Your Directors have also recommended, for consideration of shareholders at the Annual General Meeting, Dividend @ 15% (Rs. 0.30/- per share of Rs. 2 each), on 2,36,25,878 equity shares. The Dividend will be paid in compliance with applicable regulations.

Business Operations

The Indian economy, performed dismally at 4.8% in the last fiscal. GDP growth estimates were continuously revised downwards and the impact was particularly negative on the manufacturing sector. The net turnover of the Company saw a decline of 10% from INR 1863 million in 2012-13 to INR 1674 million in 2013-14. The Company continued to optimize its resources and controlling cost on all fronts. This stringent control across all departments, led to maintaining the operating margins at 3.8% of the turnover. As discussed in the last fiscal, the Company had taken Foreign Currency denominated loans. During the current fiscal 2013-14, the Company repaid all such loans and all the borrowings of the Company are now in INR. However, the appreciation in US Dollar vis-a-vis the INR led to substantial losses on account of repayment.

In view of the current economic conditions, the Company is not committing significant capital expenditure. The highlights and details are discussed under the Management Discussion and Analysis attached as Annexure-D to this report.

It is expected that with the new Government in office, the economic activity shall pick up. Most of the experts have accelerated growth targets for the current financial year. Your Company is fully geared up to take advantage of upsurge in economy.

Energy, Technology & Foreign Exchange

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Annexure-A.

Fixed Deposits

The Company has neither accepted nor renewed any Fixed Deposit from the public during the year and as on 31st March 2014, there were no outstanding deposits.

CORPORATE MATTERS

Corporate Governance

The Company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchange. A separate section on Corporate Governance along with a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

Directors

The respected Directors, Mr. S.L. Agarwal, Managing Director & Mr. S.M. Agarwal, Executive Director, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The necessary resolutions are being placed before the shareholders for approval.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956. Your Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgements 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;

iii) 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;

iv) the directors have prepared the annual accounts on a going concern basis.

Internal Control System and Adequacy

Your Company maintains an adequate system of internal control including a suitable monitoring process. For the purpose of financial control, the Company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control.

The internal audit department regularly conducts reviews to assess financial and operating controls at various locations of your Company. Any significant issue is brought to the notice of the Audit Committee.

Auditors

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received certificates from them that their appointment will be within the limits prescribed under Section 224(1 -B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

Employees

There were no employees drawing remuneration in excess of ceiling(s) prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgement

Your Directors also wish to appreciate the dedication and commitment displayed by employees at all levels and also express their sincere thanks and appreciation to Financial Institutions, Banks and Shareholders, the State and Central Government, customers, dealers and suppliers for their continued support and co-operation.

For and on behalf of the Board

Place: Thane S.L.AGARWAL S.M.AGARWAL Date : June 30,2014 Managing Director Executive Director


Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the 52nd Annual Report of the Company together with the Audited Accounts for the year ended 31" March 2013.

Financial Results

Key aspects of your Company''s financial performance for the year 2012-13 are tabulated below:-

(Rs.in million)

Particular 2012-2013 2011-2012

Sales (Gross) & Other Income 2080.01 1896.88

Profit before Interest & Depreciation 171.77 195.83

Financial Charges 74.59 74.15

Depreciation 22.88 20.11

Profit before Taxes 74.30 101.57

Payment /Provision for Taxes 27.90 30.13

Profit after Taxes 46.40 71.44

Profit brought forward 247.57 199.37

Appropriation to:

General Reserve 15.00 15.00

Proposed Dividend 7.08 7.08

Tax on Proposed Dividend 1.15 1.15

Profit carried to Balance Sheet 270.73 247.57

Dividend

Your Directors have also recommended'''' for consideration of shareholders at the Annual General Meeting'''' Dividend @ 15% (Rs. 0.30/- per share of ^ 2 each)'''' on 2''''36''''25''''878 equity shares.The Dividend will be paid in compliance with applicable regulations.

Business Operations

The Indian economy grew at the slowest pace in a decade at a mere 5% in 2012-13 compared to 6.9% in last fiscal.The net turnover of the Company increased by 7.6%'''' from INR 1732 million in 2011-12 to INR 1863 million in 2012-13. Exports of the Company grew substantially by 41% with the Company further exploring new markets with a view to boostthe same.

Although the direct and indirect costs were under tight control'''' the raw material prices shot up sharplyleading to an increase of 2.3% in the Cost of goods sold.This hike in material consumption cost took a direct hit on the PBT margins'''' which slid down sharply by almost 2%''''from INR 101.57 million in 2011 - 12tolNR74.30millionin2012-13.

As discussed in the last fiscal'''' the Company has taken Foreign Currency denominated loans to cut down on the interest cost. Although interest paid on these loans were lower than Rupee denominated loan'''' the appreciation in US Dollar vis-a-vis the INR led to substantial losses being booked on repayment and realignment of the loan on balance sheet date.

There was no addition to the fixed asset base of the Company in the current fiscal. In these turbulent times'''' the Company''s strategy is to maximize the returns from the existing capital asset base and expand its reach across all sectors of the economy.The highlights and details are discussed under the Management Discussion and Analysis attached as Annexure - D to this report. The Company is confident of overcoming the hurdles posed by the economy in its lowest growth phase.

Energy'''' Technology & Foreign Exchange

A statement giving details of conservation of energy'''' technology absorption and foreign exchange earning and outgo in terms of the Companies (DisclosureofParticularsinthe Report of Board of Directors) Rules''''1988isannexed hereto in Annexure-A.

Fixed Deposits

The Company has neither accepted nor renewed any Fixed Deposit from the public during the year and as on 31st March 2013''''there were no outstanding deposits.

CORPORATE MATTERS Corporate Governance

The Company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchange. A separate section on Corporate Governance along with a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

Directors

The respected Directors'''' Mr. Ashok Kumar'''' Director and Mr. Sujit Sen'''' Director'''' retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.The necessary resolutions are being placed before the shareholders forapproval.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTI ON 217 (2AA) OF THE COMPANIES ACT'''' 1956.

Your Directors hereby confirm that:

i) in the preparation of the annual accounts'''' the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgements 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;

iii) the directors have taken proper and sufficient care forthe 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;

iv) the directors have prepared the annual accounts on a going concern basis.

Internal Control System and Adequacy

Your Company maintains an adequate system of internal control including a suitable monitoring process. For the purpose of financial control'''' the Company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control.

The internal audit department regularly conducts reviews to assess financial and operating controls at various locations of your Company. Any significant issue is brought to the notice of the Audit Committee.

Auditors

M/s.Ford'''' Rhodes'''' Parks &Co.''''Chartered Accountants'''' Mumbai retire at the forthcoming Annual General Meeting and''''being eligible''''offer themselves for re-appointment.The Company has received certificates from them that their appointment will be within the limits prescribed under Section 224(1 -B) of the Companies Act'''' 1956.The necessary resolution is being placed before the shareholders for approval.

Employees

There were no employees drawing remuneration in excess of ceiling(s) prescribed under Section 217 (2A) of the Companies Act'''' 1956'''' read with Companies (Particulars of Employees) Rules'''' 1975.

Acknowledgement

Your Directors also wish to appreciate the dedication and commitment displayed by employees at all levels and also express their sincere thanks and appreciation to Financial Institutions'''' Banks and Shareholders'''' the State and Central Government'''' customers'''' dealers and suppliers for their continued support and co-operation.

For and on behalf of the Board

Place: Thane S.L.AGARWAL S.M.AGARWAL

Date : August 5 ''''2013 Managing Director Executive Director


Mar 31, 2012

The Directors have pleasure in presenting the 51st Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

Financial Results

Key aspects of your Company's financial performance for the year 2011-12 are tabulated below:-

(Rs. in millions)

Particulars 2011-2012 2010-2011

Sales (Gross) & Other Income 1888.68 1589.35

Profit before Interest & Depreciation 195.83 193.57

Financial Charges 74.15 53.11

Depreciation 20.11 13.91

Profit before Taxes 101.57 126.55

Payment/Provision for Taxes 30.13 34.43

Profit after Taxes 71.44 92.12

Profit brought forward 199.37 130.54 Appropriation to:

General Reserve 15.00 15.00

Proposed Dividend 7.08 7.08

Tax on Proposed Dividend 1.15 1.20

Profit carried to Balance Sheet 247.57 199.37

Dividend

Your Directors have also recommended, for consideration of shareholders at the Annual General Meeting, Dividend @15% 0.30/-per share of Rs.2 each), on 2,36,25,878 equity shares. The Dividend will be paid in compliance with applicable regulations.

During the FY 2011 -12, India's GDP slowed down to 6.9% due to overall depressed sentiments within and outside the country. Despite the challenging environment, it is a matter of satisfaction that your Company has registered improvement in the towline of 18%, from INR 1470 million in 2010-11 to 1732 million in 2011-12.The increase in top line is attributed to better product mix, repeat orders from regular customers who find value addition from our product range and the effect of an increased capacity base to service increasing demand for Gee's products across sectors.

The Company completed its planned expansion project at all 3 locations-Thane, Kalyan and Kolkata, as per schedule. In total, Gee added Rs. 131.78 million to its gross block of fixed asset. The expanded capacity is expected to usher in higher revenues for the Company, riding on high steel consumption and increasing demand.

As discussed in the last fiscal, tight liquidity conditions with persistent hardening of interest rates put severe stress on net profit margins. To cut down its finance costs, the Company ventured into new financial products like Foreign Currency denominated loans, Buyers' Credit facility and Packing Credit in Foreign Currency. The Company converted INR 187.10 million of its INR term loan and a part of Cash Credit facility into Foreign Currency loan backed by FCR deposits. Flow ever, since these arrangements were entered into in the second half of the fiscal, entire impact of the benefit from the same could not be factored in the year under review. The management is hopeful that this exercise will yield positive results in the coming financial years. However, steep depreciation in the Indian Rupee vis-a-vis the dollar impacted in a negative manner having a notional cost of INR 6.84 million, included in the financial charges.

Further, with inflationary pressures, high borrowing costs and increase in cost of key raw materials affected profitability and internal accruals thereby. Due to such unprecedented increase in raw material prices, the Company was unable to pass on its impact to the end consumer in total. The Company operates in a highly competitive industry with a big chunk of the sector also operated by unorganized players. The PBT declined by 2.75% as compared to the previous year, from INR 126.55 million in 2010-11 to INR 101.57 in 2011-12.

The highlights and details are discussed under the Management Discussion and Analysis attached as Annexure - D to this report. The Company's expansion of capacity of welding consumables, Solid Wires and SAW Wires will deliver fruitful results in the coming years. We definitely look forward to capture greater market share in our operating segments.

Diversification Projects

As reported last year the management shall embark upon the project as and when it is deemed fit without affecting the Company's core revenue and cash flows. The management maintains its opinion that the IT Park is a diversification project and its core competence lies in welding consumables and its ancillaries. Therefore, it will undertake the project with utmost precautions, safeguarding the interests of all concerned and generating maximum benefit for the Company.

Energy, Technology & Foreign Exchange

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Annexure-A.

Fixed Deposits

The Company has neither accepted nor renewed any Fixed Deposit from the public during the year and as on 31SI March 2012, there were no outstanding deposits.

CORPORATE MATTERS Corporate Governance

The Company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchange. A separate section on Corporate Governance along with a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

Directors

The respected Directors, Mr.M.P.Dhanuka, Executive Director and Mr.Utsav Kapadia, Director, retire by rotation at the forth coming Annual General Meeting and are eligible for re-appointment. The necessary resolutions are being placed before the shareholders for approval.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTI ON 217 (2AA) OF THE COMPANIES ACT, 1956.

Your Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 air 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;

iii) 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;

iv) the directors have prepared the annual accounts on a going concern basis.

Internal Control System and Adequacy

Your Company maintains an adequate system of internal control including a suitable monitoring process. For the purpose of financial control, the Company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control.

The internal audit department regularly conducts reviews to assess financial and operating controls at various locations of your Company. Any significant issue is brought to the notice of the Audit Committee.

Auditors

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received certificates from them that their appointment will be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.The necessary resolution is being placed before the shareholders for approval.

Employees

There were no employees drawing remuneration in excess of ceiling(s) prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgement

Your Directors also wish to appreciate the dedication and commitment displayed by employees at all levels and also express their sincere thanks and appreciation to Financial Institutions, Banks and Shareholders, the State and Central Government, customers, dealers and suppliers for their continued support and co-operation.

For and on behalf of the Board

Place: Thane S. L.AGARWAL S. M. AGARWAL

Date : August 17,2012 Managing Director Executive Director


Mar 31, 2011

Dear Shareholders

The Directors have pleasure in presenting the 50th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

Financial Results

Key aspects of your Company's financial performance for the year 2010-11 are tabulated below:

(Rs. in million)

2010-2011 2009-2010

Sales (Gross) & Other Income 1,589.35 1,373.65

Profit before Interests Depreciation 193.57 169.99

Financial Charges 53.11 22.98

Depreciation 13.91 7.93

Profit before Taxes 126.55 139.09

Payment/Provision for Taxes 34.43 46.50

Profit after Taxes 92.12 92.59

Profit brought forward 130.54 61.24

Appropriation to: General Reserve 15.00 15.00

Proposed Dividend 7.08 7.08

Tax on Proposed Dividend 1.20 1.20

Profit carried to Balance Sheet 199.37 130.54

Dividend

Your Directors have also recommended, for consideration of shareholders at the Annual General Meeting, dividend @ 15% (Rs. 0.30/- per share of Rs. 2 each), on 2,36,25,878 equity shares.The Dividend will be paid in compliance with applicable regulations.

Business Operations

During the year under review, the global economy was regaining economic stability after the recession of 2008. Indian economy in this context performed very well with GDP growth of 9% during the last fiscal 2010-11. GEE financial results demonstrated an overall improvement in turnover compared to previous year with a 15% increase in net revenues, from INR 1286 million in 2009-10 to 1472 million in 2010-11. This was largely on account of better customer relations and deals, improved product developments, greater market share and enhanced capacity base due to proposed expansion plans.

The Company completed capex plans of INR 241.76 million and INR 84.07 million are under progress. The entire capacity expansion plans will be completed by 2011-12. However, due to delay in the stipulated drawdown schedule, the State Bank of India revised the original term loan sanction of INR 330 million to utilized amount of INR 132.5 million. Therefore, to fund the ongoing expansion programme, the Company has availed of new term loan facility of INR 100 million from The Thane Janata Sahakari Bank in April 2011.

The Company had to operate in high-cost marketplace with stiff competition. Inflation emerged as the new global economic challenge impacting all industrial sectors. In this backdrop, steel prices rose to record highs during the second half of last fiscal, putting pressure on overall margins of the Company. The industry witnesses severe competition streaks and thereby, your Company could not pass on the increase in raw material to the end consumer. This in turn affected the bottomline negatively; with a sharp 2% fall in PBT, from INR 139 million in 2009-10 to INR 126 million in 2010-11.

High inflationary pressures have led to tightening of monetary policy eventually leading to liquidity crunches and continuously rising interest costs. Your Company also bore the brunt of high interest rates with a steep increase of 2% in financial charges, in turn adversely affecting net profit margins.

The highlights and details are discussed under the Management Discussion and Analysis attached as Annexure - D to this report. We are gearing up for the next phase of growth with an enhanced capacity base and a wider array of products to serve the increasing demands and maximise consumer satisfaction.

Diversification Projects

Your Company is still conservative in its approach towards development of IT Park at the Wagle Estate land. As and when the commercial sector prospects improve, the Company would restart the venture.

Energy, Technology & Foreign Exchange

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Annexure-A.

Fixed Deposits

The Company has neither accepted nor renewed any Fixed Deposit from public during the year and as on 31st March 2011, there were no outstanding deposits.

CORPORATE MATTERS

Corporate Governance

The Company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchange. A separate section on Corporate Governance along with a certificate from the auditors of the Company confirming the compliance is annexed and forms part of this Report.

Directors

The respected Directors Mr. Sujit Sen, Director and Mr. K. M. Panthaki, Director, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The necessary resolutions are being placed before the shareholders for approval.

Mr.Avinash Saraf, Wholetime Director, has resigned from the Directorship w.ef. 31.03.2011 owing to personal reasons and Mr. G. K. Saraf has been appointed as Executive Director w.e.f 01.04.2011.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Your Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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;

iii) 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;

iv) the directors have prepared the annual accounts on a going concern basis.

Internal Control System and Adequacy

Your Company maintains an adequate system of internal control including a suitable monitoring process. For the purpose of financial control, the Company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control.

The internal audit department regularly conducts reviews to assess financial and operating controls at various locations of your Company. Any significant issue is brought to the notice of the Audit Committee.

Auditors

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has received certificates from them that their appointment will be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

Employees

There were no employees drawing remuneration in excess of ceiling(s) prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgement

Your Directors also wish to appreciate the dedication and commitment displayed by employees at all levels and also express their sincere thanks and appreciation to Financial Institutions, Banks and Shareholders, the State and Central Government, customers, dealers and suppliers for their continued support and co-operation.

For and on behalf of the Board

S. L. AGARWAL S. M. AGARWAL Managing Director Executive Director

Place: Thane Date : May 30,2011


Mar 31, 2010

The Directors have pleasure in presenting the 49th Annual Report of the Company together with the Audited Accounts for the year ended 31 st March 2010.

Financial Results

Key aspects of your Companys financial performance for the year 2009-10 are tabulated below:

(Rs. in million)

2009-2010 2008-2009

Sales (Gross) & Other Income 1375.04 1354.86

Profit before Interests Depreciation 169.99 95.57 Financial Charges 22.98 24.53

Depreciation 7.93 6.21

Profit before Taxes 139.09 64.83

Payment / Provision for Taxes 46.50 25.97

Profit after Taxes 92.59 38.86

Profit brought forward 61.24 37.17

Appropriation to:

General Reserve 15.00 6.5

Proposed Dividend 7.08 7.08

Tax on Proposed Dividend 1.20 1.20

Profit carried to Balance Sheet 130.54 61.24

Dividend

Your Directors have also recommended, for consideration of shareholders at the Annual General Meeting, dividend @ 15% (Rs. 0.30/- per share of Rs. 2 each), on 2,36,25,878 equity shares. The Dividend will be paid in compliance with applicable regulations.

Business Operations

Our financial results in the first half demonstrate the resilience of our business in very challenging market conditions. The global financial markets started recovering around the middle of the year with adequate stimulus provided to the industry. Gross sales rose marginally by 1.5%. Sales volumes of electrodes increased substantially, whereas the per unit selling cost declined due to reductions in steel prices through large part of 2009. A better product mix helped gain better operating profits for the year under review as compared to previous year. However, your Company was able to weather these pressures and achieved remarkable growth in operating margin of around 78% in EBITDA. This was mainly due to a higher thrust placed on custom-made electrodes, tighter control over costs, improvement in productivity and other operational parameters.

Crucially, in a period when many of our peers were cutting back production and investments in growth, the Company keeping in line with its plans of organic growth measures, initiated measures like expansion of its production capacity and has embarked on ambitious expansion plan with a capital outlay of around Rs. 500 Million. The expansion is being carried out at its Kalyan and Kolkata Plants. The State Bank of India has sanctioned a term loan of Rs. 330 Million for the said expansion. However, due to the unforeseen market conditions witnessed during 2008 and part of 2009, the company fell on a delay path to achieve its target capacity additions.

The highlights are discussed in the attached, Annexure D under Management Discussion and Analysis to this report.

With early signs of economic recovery being witnessed globally, our company remains very well placed to grow throughout the commodity cycle.

Diversification Projects

As reported last year, your Company intends to develop its Wagle Estate land (13,400 Sq. Metre.) for constructing an I T Park for which, the necessary approvals from Government Authorities have been obtained. However, in the light of the changing market scenario in the real estate sector, (slowdown in the real estate sector) the Company has thought it appropriate to go slow on the project. The Company would again speed up the development once the real estate market starts picking up. J

Increase in Capital

Giving effect to the announcement of bonus issue for the FY 2009, the Company issued 47, 25,175 equity shares of Rs. 2 each to the existing shareholders of the Company.

The Companys Equity Capital during the year has gone up from 1, 89, 00,703 Equity shares of Rs. 2 each to 2, 36, 25,878 Equity Shares valued at Rs. 2 each.

Energy, Technology & Foreign Exchange

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Annexure-A.

Fixed Deposits

The Company has neither accepted nor renewed any Fixed Deposit from public during the year and as on 31st March 2010, there were no outstanding deposits.

CORPORATE MATTERS Corporate Governance

The Company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchange. A separate section on Corporate Governance along with a certificate from the auditors of the company confirming the compliance is annexed and forms part of this Report.

Directors

The respected Directors Mr. Utsav Kapadia and Mr. Ashok Kumar retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The necessary resolutions are being placed before the shareholders for approval.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Your Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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;

iii) 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;

iv) The directors have prepared the annual accounts on a going concern basis.

Internal Control System and Adequacy

Your Company maintains an adequate system of internal control including a suitable monitoring process. For the purpose of financial control, the Company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control.

The internal audit department regularly conducts reviews to assess financial and operating controls at various locations of your Company. Any significant issue is brought to the notice of the Audit Committee.

Auditors

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has received certificates from them that their appointment will be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

Employees

There were no employees drawing remuneration in excess of ceiling(s) prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgement

Your Directors also wish to appreciate the dedication and commitment displayed by employees at all levels and also express their sincere thanks and appreciation to Financial Institutions, Banks and Shareholders, the State and Central Government, customers, dealers and suppliers for their continued support and co-operation.



For and on behalf of the Board

S. L.AGARWAL

Managing Director

Place .Thane S.M.AGARWAL

Date : July 26,2010 Executive Director

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