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Directors Report of GEE Ltd.

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