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Directors Report of GeeCee Ventures Ltd.

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting their Thirtieth Annual Report together with the Audited Accounts for the financial year ended 31st March 2014.

1. Financial Highlights

(Rs. in Lacs)

Particulars 2013-2014 2012-13

Revenue from operations 1,442.88 1,293.91

Other Income 224.43 484.25

Total Income 1,667.31 1,778.16

Gross Profit before Interest, Depreciation, Extra-Ordinary and Exceptional Items 1,080.03 1,123.40

Less : Financial Costs 0.32 12.06

Gross Profit before Depreciation 1,077.73 1,111.34

Less: Depreciation 177.17 178.42

Profit for the year before Taxation, Exceptional & Extra-Ordinary Items 902.54 932.92

Prior Period Items & Exceptional Items 1.98 -

Extra-Ordinary Items - 3.68

Net Profit Before Tax 900.56 929.24

Less: Provision for Current Tax (including wealth tax) 264.68 222.08

Less: Provision for Deferred Tax (6.54) 80.49

Net Profit after Prior Period Items, Exceptional Items and Tax 642.42 626.67

Add: Balance brought forward from previous year 10,864.65 10,721.34

Amount available for appropriation 11,507.07 11,348.01

APPROPRIATION

Less:

i) Transfer to General Reserve 150.00 150.00

ii) Proposed Dividend 285.40 285.40

iii) Tax on Proposed Dividend 48.50 48.50

iv) Short Provision for proposed dividend 0.01 -

Add:

vi) Excess Dividend Provision - (0.46)

vii) Excess Dividend Tax on Provision - (0.07)

Balance carried to Balance sheet 11,023.15 10,864.65

Total 11,507.07 11,348.01

EPS (Basic & Diluted per share of face value of Rs. 10) 3.38 3.24

2. Financial Performance

During the year under review, your Company has earned total revenue of Rs. 1,667.31 lacs as compared to Rs. 1,778.16 lacs of the previous year. The reason for decline in revenue is fall in interest income and power generation income.

For the financial year under review, your Company has achieved a Net Profit after Tax of Rs. 642.42 lacs as compared to Rs. 626.67 lacs of the previous year.

3. Management Discussions and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report.

4. Corporate Governance

A Report on Corporate Governance along with a certificate from Mr. Gaurav Sarda, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

5. Dividend

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50 per equity share) for the financial year ended 31st March, 2014. The total amount of dividend for the year ended 31st March, 2014 is Rs. 285.40 lacs. The tax on distributed profits payable by the Company would amount to Rs. 48.50 lacs.

6. Directors:

Mr. Rakesh Khanna, Mr. Pratap Merchant, Mr. Suresh Tapuriah and Mr. Milan Mehta, being Independent Directors, are being appointed for a term of 5 (five) consecutive years as per provisions of The Companies Act, 2013.

Your Directors recommend the re-appointment of all these Directors.

7. Director''s Responsibility Statement Pursuant to the requirements of Section 217(2AA) of Companies Act, 1956, your Directors, confirm the following:

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

ii) that the directors had 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 of the Company for that period.

iii) that the directors had 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) that the directors had prepared the annual accounts on a going concern basis.

8. Auditors and Auditors Report:

M/s. Sarda & Pareek, Chartered Accountants were appointed as the Statutory Auditors of your Company at the last annual general meeting to hold office till the conclusion of this Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

9. Consolidated Financial Statements:

In accordance with the Accounting Standard AS-21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

10. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The consolidated annual accounts of the company and its subsidiaries will also be kept open for inspection at the registered office of the company.

a. GCIL Finance Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs. 101.75 Lacs in the current year as against Rs. 235.26 Lacs during the previous year.

i. Oldview Agriculture Private Limited: This 100% subsidiary of the Company has generated Loss of Rs. 22,295/- in the current year as against Rs. 29,856/- during the previous year.

ii. Retold Farming Private Limited: This 100% subsidiary of the Company has generated Loss of Rs. 27,420/- in the current year as against Rs. 25,656/- during the previous year.

iii. Neptune Farming Private Limited: This 100% subsidiary of the Company has generated Loss of Rs. 23,458/- in the current year as against Rs. 23,318/- during the previous year.

b. GeeCee Logistics and Distributions Private Limited:

This 100% Subsidiary of the Company has also generated Net Loss of Rs. 2.41 Lacs in the current year as against Rs. 46.01 Lacs Net Loss after tax during previous year.

c. GeeCee Business Private Limited:

This 63% Subsidiary of the Company has incurred a Net Loss for the year of Rs. 18.80 Lacs as against Net Loss of Rs. 24.21 Lacs incurred during the previous year.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure - A to the report.

11. Insurance

The Company''s assets continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed/ taken by the Company during the year and sum insured are as follows:-

Policy Particulars Sum Insured (Rs. in Lacs)

Standard Fire and Special Perils Policies 879.00

Machinery Breakdown Policies 32.01

Group Personal Accident Policy for Employees 317.69

Wind Mills at Rajasthan 2588.00

Contractors All Risk policy 13000.00

12. Fixed Deposits

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975, during the year.

13. Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

14. Particulars of employees

In terms of the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure - B to this report.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A] Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Foreign Exchange Earning NIL NIL

Foreign Exchange Outgo 20.34 5.53

16. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Sd/-

Ashwin Kumar Kothari Date :15th May, 2014 Chairman Place: Mumbai


Mar 31, 2013

TO THE MEMBERS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2013

Dear Shareholders,

The Directors have great pleasure in presenting their Twenty Ninth Annual Report together with the Audited Accounts for the financial year ended 31st March 2013.

1. Financial Results

(Rs. in Lacs)

Particulars 2012-2013 2011-12

Revenue from operations 1293.91 1303.93

Other Income 484.25 1233.48

Total Income 1778.16 2537.42

Gross Profit before Interest, Depreciation and Extra-Ordinary 1123.4 1726.98

Items

Less: Financial Costs 12.06 13.87

Gross Profit before Depreciation 1111.34 1713.11

Less: Depreciation 178.42 183.72

Profit for the year before Taxation & Exceptional Items 932.92 1529.39

Less: Provision for Current Tax (including wealth Tax) 222.08 289.72

Less: Short Ta x Liability of earlier years

Less: Provision for Deferred Tax 80.49 278.69

Net Profit before Prior Period Items & Exceptional Items 932.92 1529.39

Prior Period Items 3.68 2249.62

Exceptional Items (24.39)

Net Profit after Prior Period Items,Exceptional Items and Tax 626.67 3475.56

Add: Balance brought forward from previous year 10721.34 7985.53

Amount available for appropriation 11348.01 11461.08

APPROPRIATION

i) Transfer to General Reserve 150.00 400.00

ii) Proposed Dividend 285.40 292.32

iii) Tax on Proposed Dividend 48.50 47.42

iv)Excess Dividend Provision (0.46)

v)Excess Dividend Tax on Provision (0.07)

vi) Balance carried to Balance sheet 10864.65 10721.34

Total 11348.01 11461.08

EPS (Basic & Diluted per share of face value of Rs. 10) 3.24 7.42

2. Financial Performance

During the year under review, your Company has earned a total revenue of Rs. 1778.16 lacs as compared to Rs.2537.42 lacs of the previous year. The reason for decline in revenue is fall in interest income which forms major part of income.

For the financial year under review, your Company has achieved a Net Profit after Prior Period Items and Exceptional Items of Rs. 626.67 lacs as compared to Rs. 3475.56 lacs of the previous year. Due to an extra-ordinary income of Rs.2249.62 lacs in previous year, being holdback amount received, there is substantial fall in the Net Profit during the year under review.

3. Buy- Back of Equity Shares

During the Financial Year 2011-12,the Board of Directors of the Company approved the Buyback of 16 lacs equity shares of the Company from the open market through the Stock Exchange mechanism at a price not exceeding Rs. 65/- per equity share, involving an aggregate amount, not exceeding Rs.1040 Lacs in accordance with sections 77A, 77AA and 77B of the Companies Act, 1956.

Upon receipt of approval from Securities and Exchange Board of India (SEBI), the Company commenced Buy-back of its equity shares with effect from February 9, 2012 and it was completed on January 08, 2013. The total number of shares bought back were 16 lacs equity shares of face value of Rs.10/- each. The Company has extinguished all 16 lacs equity shares till date. Post Buy-back paid-up Equity Shares Capital of the Company is Rs.19, 02, 65,430/- consisting of 1, 90, 26,543 equity shares of Rs.10/- each.

4. Withdrawal of Application made to Reserve Bank of India(RBI) for issue of Certifcate of Registration ( CoR ) to carry on the NBFC business:

Your Company has deployed its surplus funds in financial assets as per NBFC Guidelines and thereafter application was made to RBI for getting Certificate of Registration (COR) for NBFC business. During the same period, major part of the surplus funds were invested in non-financial assets. The company has accordingly withdrawn its application for getting COR.

5. Alteration in Objects Clause:

During the year under review, the Company has altered its main objects with effect from 17th August 2012 to include real estate business as one of its main objects to expand the activities which can be carried out by the Company in the real estate and infrastructure sector. The incidental and ancillary objects of the Company already permits the Company to carry out various real estate activities.

6. Management Discussions and Analysis Report

Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors'' Report.

7. Dividend

Your Directors are pleased to recommend a dividend of 15 % (Rs.1.50 per equity share) for the financial year ended 31st March, 2013. The total amount of dividend for the year ended 31st March, 2013 is Rs.285.40 lacs. The tax on distributed profits payable by the Company would amount to Rs. 48.50 lacs.

8. Directors:

In accordance with the Articles of Association of the Company, Mr. Milan Mehta and Mr. Suresh Tapuriah, directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Ninth Annual General Meeting.

During the year under review, Mr. Vallabh Prasad Biyani has resigned from the Whole Time Directorship of the Company with effect from 1st October 2012. He was working with Company since 1980.The Board of Directors has placed on record its appreciation for the assistance and guidance provided by

Mr. Vallabh Prasad Biyani during his tenure as Director of the Company.

The Board of Directors have appointed Mr. Gaurav Shyamsukha as Whole Time Director of the Company for the period of Three years with effect from 1st May 2013 subject to approval of members in the ensuing annual general meeting. He is not liable to retire by rotation.

There are no other changes in the Composition of the Board of Directors of the Company.

9. Director''s Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March 2013 and of the profit of the Company for that.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the attached Statement of Accounts for the year ended 31st March 2013 on a ‘going concern'' basis.

10. Auditors and Auditors Report:

M/s. Sarda & Pareek, Chartered Accountants were appointed as the Statutory Auditors of your Company at the last annual general meeting to hold office till the conclusion of the next Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

11. Consolidated Financial Statements:

In accordance with the Accounting Standard AS – 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

12. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The consolidated annual accounts of the company and its subsidiaries will also be kept open for inspection at the registered office of the company.

a. GCIL Finance Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs. 235.26 Lacs in the current year as against Rs. 238.24 Lacs during the previous year.

b. GeeCee Logistics and Distributions Private Limited:

This 100% Subsidiary of the Company has also generated Net Loss of Rs.46.01 Lacs in the current year as against Rs.25.98 lacs profit after tax during previous year.

c. GeeCee Business Private Limited:

This 63 % Subsidiary of the Company has incurred a Net Loss for the year of Rs. 24.21 lacs as against a loss of Rs. 24.08 lacs incurred during the previous period.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure – A to the report.

13. Insurance

The Company''s assets at Ankleshwar – Gujarat and wind mills at Rajasthan, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured (Rs in Lacs)

Standard Fire and Special Perils Policies 845.55

Machinery Breakdown Policies 32.01

Group Personal Accident Policy for Employees 225.17

Wind Mills at Rajasthan 2588.00

14. Fixed Deposits

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

15. Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

16. Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure-B to the Directors'' Report.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A] Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2012-2013 2011-2012

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo 15.53 30.01

18. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

19. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Sd/-

Ashwin Kumar Kothari

Date: 23rd April, 2013 Chairman

Place: Mumbai


Mar 31, 2012

The Directors have great pleasure in presenting their Twenty Eighth Annual Report together with the Audited Accounts for the financial year ended 31st March 2012.

1. Financial Results

(Rs. in Lacs)

Particulars 2011-2012 2010-11

Revenue from operations 341.45 387.57

Other Income 2195.96 1386.35

Total Income 2537.42 1773.92

Gross Profit before Interest & Depreciation 1726.61 905.93

Less: Financial Costs 13.87 8.29

Gross Profit before Depreciation 1712.74 897.64

Less: Depreciation 183.72 215.50

Profit for the year before Taxation 1529.01 682.14

Less: Provision for Current Tax 289.34 Nil

Less: Short Tax Liability of earlier years Nil 01.35

Less: Provision for Deferred Tax (10.65) (118.09)

Net Profit before Prior Period Items & Exceptional Items 1250.32 798.88

Prior Period Items 2249.62 (55.47)

Exceptional Items (24.39) Nil

Net Profit after Prior Period Items and Exceptional items 3475.56 743.42

Add: Balance brought forward from previous year 7985.52 7701.70

Amount available for appropriation 11461.08 8445.11

APPROPRIATION

i) Transfer to General Reserve 400.00 100.00

ii) Proposed Dividend 292.32 309.40

iii) Tax on Proposed Dividend 47.42 50.19

iv) Balance carried to Balance sheet 10721.34 7985.52

TOTAL 11461.08 8445.11

EPS (Basic & Diluted per share of face value of Rs. 10) 16.86 03.60

2. Financial Performance

During the year under review, your Company has earned a total revenue of Rs. 2537.42 lacs as compared to Rs. 1773.92 lacs of the previous year.

For the financial year under review, your Company has achieved a Net Profit after Prior Period Items and Exceptional items of Rs. 3475.56 lacs as compared to Rs. 743.42 lacs. of the previous year.

3. Equity Shares Buy Back

The Board of Directors of the Company at its meeting held on 9th January, 2012 approved the Buyback of up to 1600000 fully paid-up equity shares of Rs. 10 each at a price not exceeding Rs. 65 per equity share payable in cash not exceeding Rs. 1040 Lacs. The Buy-back is being made out of free reserves and / or security premium account of the Company from the open market through Stock Exchanges in India as per the provisions of SEBI (Buy-back of Securities) Regulations 1998.

Under the ongoing offer for buy back made by the company vide public announcement dated 24th January, 2012 the company has bought back 528611 Equity Shares and extinguished 350219 Equity Shares till 31st March 2012 and the remaining 178392 Equity Shares have been extinguished on 9th April 2012. The paid up capital as on 31st March, 2012 has been reduced accordingly.

The above offer for Buy-back of Equity Shares will remain open till 8th January 2013 or the date by which the buy-back of maximum offer equity shares (1600000) is completed, whichever is earlier.

4. Application to Reserve Bank of India(RBI) for issue of Certificate of Registration ( CoR ) to carry on the business of NBFC

The Company has made an application for certificate of registration (CoR) for commencement of NBFC business, approval of the same is pending with the RBI.

5. Management Discussions and Analysis Report

Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors' Report.

6. Dividend

Your Directors are pleased to recommend a dividend of 15 % (Rs.1.50 per equity share) for the financial year ended 31st March, 2012. The total amount of dividend for the year ended 31st March, 2012 is Rs.292.32 lacs. The tax on distributed profits payable by the Company would amount to Rs. 47.42 lacs.

7. Directors:

In accordance with the Articles of Association of the Company, Shri Pratap Merchant and Shri Rohit Kothari, directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Eighth Annual General Meeting.

There are no other changes in the Composition of the Board of Director of the Company.

8. Director's Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

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 as at 31st March 2012 and of the profit of the Company.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the attached Statement of Accounts for the year ended 31st March 2012 on a 'going concern' basis.

9. Auditors and Auditors Report:

M/s. Sarda & Pareek, Chartered Accountants were appointed as the Statutory Auditors of your Company at the last annual general meeting to hold office till the conclusion of the next Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

10. Consolidated Financial Statements:

In accordance with the Accounting Standard AS - 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

11. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Statement and other documents of the following subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The consolidated annual accounts of the company and its subsidiaries will also be kept open for inspection at the registered office of the company.

a. Gwalior Chemicals bvba:

After the sale of Chemical Business of the Company, Gwalior Chemicals Bvba, Foreign Subsidiary had no business activities since September 2009 and as a cost cutting measure it has been decided to dissolve this foreign subsidiary as per Belgium Companies Code.

This subsidiary has incurred a loss of Rs.Euro 5285.90 in the current year as against loss of Euro 10950.88 incurred in last year.

b. GCIL Finance Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs. 238.23 Lacs in the current year as against Rs. 282.66 Lacs during the previous year.

c. GeeCee Logistics and Distributions Private Limited:

This 100% Subsidiary of the Company has generated profit after tax of Rs.25.98 Lacs in the current year as against Rs.11.20 Lacs during previous year

d. GeeCee Business Private Limited:

This 63 % Subsidiary of the Company has incurred a Net Loss after Tax for the year of Rs. 24.08 lacs as against a loss of Rs. 24.43 lacs incurred during the previous period.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure - A to the report.

12. Insurance

The Company's assets at Ankleshwar - Gujarat and wind mills at Rajasthan, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured (Rs in Lacs)

Standard Fire and Special Perils Policies 1005.55

Machinery Breakdown Policies 202.55

Group Personal Accident Policy for Employees 245.60

Wind Mills at Rajasthan 2997.00

13. Fixed Deposits

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

14. Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

15. Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A] Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2011-2012 2010-2011

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo 30.01 177.95

17. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A Separate report on Corporate Governance forms part of this Annual Report.

18. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Ashwin Kumar Kothari

CHAIRMAN

Date: 30th May, 2012

Place: Mumbai


Mar 31, 2011

Dear Shareholders,

The Directors have great pleasure in presenting their Twenty Seventh Annual Report together with the Audited Accounts for the fnancial year ended 31st March 2011

1. Financial Results

(Rs. in Lacs)

Particulars Current year Previous year

Sales 388.64 13785.42

Other Income 1386.18 729.08

Increase / Decrease in Stock – 147.64

Total Income 1774.82 14662.14

Gross Proft before Interest & Depreciation 897.64 2040.79

Less: Interest – 465.37

Gross Proft before Depreciation 897.64 1575.42

Less: Depreciation 215.50 555.81

Proft for the year before Taxation 682.14 1019.61

Less: Provision for Current Tax – 34.91

Less: Short Tax Liability of earlier years 1.35 –

Less: Provision for Deferred Tax (118.09) 217.01

Net Proft before Prior Period Items & Exceptional Items 798.89 767.69

Prior Period Items (55.47) –

Proft on Slump Sale net of Tax – 9838.98

Provision for Impairment of Fixed Assets – (590.08)

Net Proft after Prior Period Items and Exceptional items 743.42 10016.59

Add: Balance brought forward from previous year 7701.70 3045.89

Amount available for appropriation 8445.12 13062.48

APPROPROPRIATION

i) Transfer to General Reserve 100.00 5000.00

ii) Final Dividend [proposed] 309.40 309.40

iii) Corporate Tax on Dividend 50.19 51.39

iv) Balance carried to Balance sheet 7985.52 7701.70

Total 8445.12 13062.48

EPS (Basic& Dilute per share of face value of Rs 10) 3.60 40.59

2. Financial Performance

During the year under review, your Company has earned a total income of Rs. 1774.82 lacs.

The performance of the fnancial year under review is not comparable with that of the previous year because of the transfer of businesson slump sale basis w.e.f. 1st September, 2009.

For the fnancial year under review, your Company has achieved a proft after tax of Rs. 743.42 lacs.

3. Buyback of Shares:

The Company has completed Buy - back of 40,50,000 Shares of Rs. 10/- each at the price of Rs. 120/- each per share on 11th May, 2010. The total consideration of the Buy-back was Rs. 48.60 Crores. The Share Capital of the Company after Buy - back of shares has been reduced from Rs. 24,67,65,430/- to Rs. 20,62,65,430/-

4. Application to RBI for certifcate of registration to carry on the business of NBFC:

The Company has made an application to the Reserve Bank of India for certifcate of registration (C0R) approval to carry on the business of NBFC, approval of the same is pending with the Reserve Bank of India, the Board of Directors in their meeting held on 26th May, 2011 has proposed the alteration of main object of the Company to add NBFC business in addition to the main objects already existing in the Memorandum of Association of the Company.

5. Alteration of the Main Object clause of the Memorandum of Association:

The main objects of your Company are Chemical Manufacturing / Trading and Power Business. Your Company proposes to commence / carry on the business of a non-banking fnancial institution (NBFC), subject to the approval of the Reserve Bank of India (RBI) in addition to the existing main object of the Company. Your directors have vast experience in the business of fnance and are confdent of best utilizing the funds of the Company in order to maximize the value of the shareholders. Pursuant to the provisions of Section 16, 17 read with Section 192A of the Companies Act, 1956, alteration in the Objects Clause of the Memorandum of Association requires approval of the Members by way of Special Resolution through Postal Ballot. Your directors have approved the Notice and the same is being sent to the members of the Company.

6. Management Discussions and Analysis Report

A Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors' Report.

7. Dividend

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50 per share) for the fnancial year ended 31st March 2011 same as in the previous year of 15% (Rs. 1.50 per Share). The total amount of dividend for the year ended 31st March 2011 is Rs.309.40 Lacs. The tax on distributed profts, payable by the Company would amount to Rs. 50.19 Lacs.

8. Directors

In accordance with the Articles of Association of the Company, Shri V. P. Biyani and Shri Rakesh Khanna directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Seventh Annual General Meeting.

There are no other changes in the Composition of the Board of Director of the Company.

9. Director's Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confrmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

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 fnancial year as at 31st March, 2011 and of the proft of the Company for that.

iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the attached Statement of Accounts for the year ended 31st March 2011 on a ‘going concern' basis.

10. Appointment of the Statutory Auditors:

M/s Sarda & Pareek, Chartered Accountants were appointed as the statutory auditors of your Company at the last annual general meeting to hold offce till the conclusion of the next annual general meeting. The Company has received a certifcate from the statutory auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fx their remuneration.

11. Consolidated Financial Statements:

In accordance with the Accounting Standard AS – 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the audited Consolidated Financial Statements form part of this Annual Report.

12. Subsidiary Companies:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Proft and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offce of the Company. The Consolidated Financial Statements presented by the Company including the fnancial results of its subsidiary companies.

Gwalior Chemicals bvba

Your Company had incorporated a wholly owned foreign subsidiary Company in the name of Gwalior Chemicals bvba in March, 2005 under the laws of the Belgium with an objective of carrying on the business of selling products manufactured by your Company in the European Markets. There were no business in this subsidiary as the Parent Company was not having any manufacturing activity in the year ended 31st March, 2011.

GCIL Finance Limited

Your Company has also incorporated a wholly owned Indian NBFC Subsidiary in the name of GCIL Finance Limited in February,2008 . It has generated proft after tax of Rs. 282.66 Lacs as against Rs. 69.39 Lacs during the previous year.

GeeCee Logistics and Distributions Private Limited

Your Company has also incorporated a wholly owned Indian Subsidiary in the name of GCV Trading Private Limited with the objective of doing trading business with effect from 18th January, 2010. Looking for the opportunities in the logistics, this subsidiary have vide their special resolution passed in their Extra Ordinary General Meeting held on 20th April, 2011 added new main object of logistics in addition to the trading object and accordingly the name of the subsidiary has been changed to GeeCee Logistics and Distributions Private Limited. It has generated proft after tax of Rs. 11.20 Lacs for the period ended 31st March, 2011.

GeeCee Business Private Limited

During the year, your Company has subscribed and allotted on 26th March, 2011 26,460 equity shares of GeeCee Business Private Limited (formerly known as Ananya Online IT Designs Private Limited), which is 63% of the paid up capial of GeeCee Business Private Limited, with this acquisition of 63 % shareholding, GeeCee Business Private Ltd has became subsidiary of your Company. This subsidiary company has incurred a Net Loss after Tax for the year to Rs. 24.43 lacs as against Rs. 29.18 lacs loss incurred during the previous year.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure – A to the report.

13. Insurance

The Company's assets at Ankleshwar – Gujarat and Wind Turbine Generators at Rajasthan, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured (Rs in Lacs)

Standard Fire and Special Perils Policies 1038.00

Machinery Breakdown Policies 202.55

Group Personal Accident Policy for Employees 239.80

Wind Turbine Generators at Rajasthan 2588.00

14. Fixed Deposits

The Company has not accepted or renewed any fxed deposit from the public during the year under review.

15. Personnel

Personal relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

16. Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered offce of the Company.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in Form A attached to this Directors' Report. The Company has transferred its Business w.e.f. 01st September, 2009 and hence the maximum disclosures as required in accordance with Section 217 (1) (e) and the rules thereof shall not apply.

18. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A Separate report on Corporate Governance forms part of this Annual Report.

19. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unfinching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors

Harisingh Shyamsukha

Whole Time Director

V. P. Biyani

Whole Time Director

Date: 26th May, 2011 Place: Mumbai


Mar 31, 2010

The Directors have great pleasure in presenting their Twenty Sixth Annual Report together with the Audited Accounts for the financial year ended 31st March 2010

1. Financial Results

(Rs. in Lacs)

Particulars Current year Previous year

Sales 13785.42 40169.15

Other Income 729.08 585.57

Increase /Decrease in Stock 147.64 (247.07)

Total Income 14662.14 40507.65

Gross Profit before Interest & Depreciation 2040.79 6196.07

Less: Interest 465.37 956.27

Gross Profit before Depreciation 1575.42 5239.80

Less: Depreciation 555.81 1056.37

Profit for the year before Taxation 1019.61 4183.43

Less: Provision for Current Tax 34.91 751.66

Less: Provision for Deferred Tax 217.01 389.81

Less: Provision for FBT 00.00 15.09

Net Profit before Prior Period Items & Exceptional Items 767.69 3026.88

Prior Period Items 00.00 57.86

Exceptional Items 00.00 198.86

Profit on Slump Sale net of Tax 9838.98 00.00

Provision for Impairment of Fixed Assets (590.08) 00.00

Net Profit after Prior Period Items and Exceptional items 10016.59 2770.16

Add: Balance brought forward from previous year 3045.89 2122.18

Amount available for appropriation 13062.48 4892.33

APPROPROPRIATION

i) Transfer to General Reserve 5000.00 1500.00

ii) Final Dividend [proposed] 309.40 296.12

iii) Corporate Tax on Dividend 51.39 50.33

iv) Balance carried to Balance sheet 7701.70 3045.89

TOTAL 13062.48 4892.33

EPS (Basic& Dilute per share of face value of Rs 10) 40.59 11.23

2. Transfer of Business:

Your Company had transferred the Chemical Business at Nagda, Madhya Pradesh and Wind Mill Business at Maharashtra to LANXESS India Private Limited with effect from 01st September, 2009 on a slump sale basis. As a result of this transfer there has been reduction in the operating results of the Company. Due to this reason the previous years figure are not comparable.

3. Financial Performance

During the year under review, your Company has earned a total income of Rs. 14662.14 Lacs as compared to Rs. 40507.65 Lacs of the previous year.

For the financial year under review, your Company achieved a profit before tax and extraordinary item of Rs. 1019.61 Lacs, the profit from slump sale was Rs. 9838.98 Lacs (net of tax) and the profit after tax for the financial year under review was Rs. 10016.59 Lacs.

4. Management Discussions and Analysis Report

A Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors’ Report.

5. Dividend

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50 per share) for the financial year ended 31st March 2010 as compared to previous year of 12% (Rs. 1.20 per Share). The total amount of dividend for the year ended 31st March 2010 is Rs.309.40 Lacs. The tax on distributed profits, payable by the Company would amount to Rs. 51.39 Lacs.

6. Directors

In accordance with the Articles of Association of the Company, Shri Milan Mehta and Shri Suresh Tapuriah directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under clause 49 IV (G) of the Listing Agreement is given in the Notice of the Twenty Sixth Annual General Meeting.

Shri. K. N. Luhariwala - Executive Director and Shri. B. P. Kejariwal - Independent Director of the Company has given their resignation in the Board Meeting dated 09th August, 2010 and has been accepted by the Board of Directors of the Company.

There are no other changes in the Composition of the Board of Director of the Company.

7. Director’s Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956, your Directors confirm the following:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any.

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 of the Company for that.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the attached Statement of Accounts for the year ended 31 st March 2010 on a ‘going concern’ basis.

8. Appointment of the Statutory Auditors:

M/s Sarda & Pareek, Chartered Accountants were appointed as the statutory auditors of your Company at the last annual general meeting to hold office till the conclusion of the next annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. Your directors recommend for their re-appointment and to fix their remuneration.

9. Subsidiary Company:

Your Company had incorporated a wholly owned foreign subsidiary Company in the name of Gwalior Chemicals bvba in March, 2005 under the laws of the Belgium with an objective of carrying on the business of selling products manufactured by our Company in the European Markets. The Annual Accounts of the said Company are annexed to and forming part of this report.

Your Company has also incorporated a wholly owned foreign Subsidiary Company in the name of Gwalior Chemicals LLC in May, 2008 under the law of the United State of America, with the objective of carrying on business of selling products manufactured by our Company in the American Markets, being no business done and no plans for future doing any business in this subsidiary, the Company decided to close down this subsidiary, and the same was closed with effect from 04th January, 2010.

Your Company has also incorporated a wholly owned Indian NBFC Subsidiary in the name of GCIL Finance Limited with the initial paid up capital of 250 Lacs. The Annual Accounts of the said Company are annexed to and forming part of this Report.

Your Company has incorporated a wholly owned Indian Subsidiary in the name of GCV Trading Private Limited for trading of goods in India and outside India, business in this Company started after 01st April, 2010 and hence Annual Accounts shall not form part of this report.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is given in Annexure - A to the report.

10. Insurance

The Company’s assets at Ankleshwar - Gujarat, continued to be adequately insured against the risk of Fire, Riot, Earthquake, etc. The major insurance policies renewed by the Company during the year and sum insured are as follows: -

Policy Particulars Sum Insured

(Rs in Lacs)

Standard Fire and Special Perils Policies 1038.00

Machinery Breakdown Policies 202.55

Group Personal Accident Policy for Employees 410.10

11. Fixed Deposits

The Company has not accepted or renewed any fixed deposit from the public during the year under review.

12. Personnel

Personal relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

13. Particulars of employees

Particulars of employees who are in receipt of remuneration prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended, are enclosed as Annexure - B to the Report.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in Form A attached to this Directors’ Report, the Company has transferred its Business w.e.f 01st September, 2009 and hence there is a reduction in the power consumption.

15. Corporate Governance

The Company has taken requisite steps to comply with the recommendations concerning the Corporate Governance. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

A Separate report on Corporate Governance forms part of this Annual Report.

16. Acknowledgement

Your Directors express their sincere thanks to the Financial Institutions, Bankers, Stock Exchanges, regulatory agencies, Central and State Government Authorities particularly in Madhya Pradesh, Maharashtra, Customers, Suppliers and other business associates for their continued cooperation and patronage. The Company is thankful to the shareholders for reposing trust in the Company and their unfl inching enthusiasm and patronage. We are fully appreciative of the contribution made by the employees at all levels for the continued growth and performance by the Company.

On behalf of the Board of Directors



Harisingh Shyamsukha

Executive Director



Date: 9th August, 2010 V. P. Biyani

Place: Mumbai Executive Director