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Notes to Accounts of GeeCee Ventures Ltd.

Mar 31, 2015

Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs. 10/- Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount.

*Note: Raw material,store & consumables are valued at the lower of cost and net realizable value except waste/scrap, which is valued at net realizable value. The cost is computed on FIFO basis.

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Contingent liabilities not provided for (AS-29)

(Rs in Lacs)

Particulars As on As on 31.03.2015 31.03.2014

A Sales Tax Liabilities

I On Account of C Forms (2001-02) 10.28 10.28 (Deposit 6.44 lacs)

II C Forms (2007-08,2008-09,2009-10) 3.22 3.22

III On A/c of VAT Reversal 2008-09 30.92 30.92

IV On A/c of VAT Reversal 2009-10 3.52 3.52

B Excise Duty Liabilities(Disputed) 8.40 8.40 (Deposit Rs 1.20 lacs)

C Entry Tax 2.46 2.46

D Service Tax 2.35 2.35

E Income Tax A.Y 2008-09 3.98 51.65

F Bank Guarantee 10.00 10.00

4) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn''t foresee any additional liability for pending Assessments.

5) I ncome Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn''t foresee any additional Income Tax liability for pending Assessments.

6) Audit Fees (Inclusive of Taxes)

7) The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

a) Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under:

b) Defined benefit plan

The employee''s gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

8) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31,2015.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 9(a) and 9(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

9) Segmental Information

The Company has identified Wind Power, Financing Activities & Real Estate Activities as its primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system.

Diluted

The diluted earnings per share has been computed by dividing the Net Profit After Tax available for Equity Shareholders by the weighted average number of equity shares, after giving dilutive effect of the outstanding Warrants, Stock Options and Convertible bonds for the respective periods. Since, the effect of the conversion of Preference shares was anti- dilutive, it has been ignored. have taken place during the year ended 31st March 2015

(a) Subsidiary Companies

GCIL Finance Ltd.

GeeCee Logistics and Distributions Private Limited (Formerly GCV Trading Pvt. Ltd.)

GeeCee Business Pvt Ltd (Formerly Ananya Online IT Design Pvt. Ltd.)

(b) Associate Companies

Elrose Mercantile Pvt. Ltd.

Four Dimension Securities (I) Ltd.

Antique Stock Broking Ltd.

Winro Commerical (India) Ltd.

(c) Key Managerial Personnel

Name Designation

Shri Ashwin Kumar Kothari Chairman and Whole Time Director

Shri Harisingh Shyamsukha Whole Time Director

Shri Gaurav Shyamsukha Whole Time Director

Shri Nilesh Kala Chief Financial Officer

Mrs. Sonali Sathe Company Secretary w.e.f 19th Dec. 2014

Mrs. Namrata Mhatre Former Company Secretary till 10th Dec. 2014

Mr. Vazathara Vasudevan Additional Director w.e.f 30th March 2015 Sureshkumar

Mr. Vazathara Vasudevan Whole Time Director w.e.f 28th May 2015 Sureshkumar

Transactions carried out with related parties referred in 1 above, in ordinary course of business:

Note:

Remuneration includes Expenses debited in profit & loss accounts as well as capitalized in work in progress of inventories

10. Amalgamation & Merger

To consolidate businesses and synergies in operations, the Company has decided to merge its business with its hundred percent subsidiary company, GeeCee logistics and Distributions Private limited, as on 1st April 2014 ("Appointed date"), subject to various approvals.

11. A Share Warrants

The Company had allotted 27,00,000 convertible warrants at Rs. 36/- per warrant to promoters/ promoters group on preferential basis pursuant to the special resolution passed by the members of the Company at their meeting held on 9th July, 2014. The Warrants shall be convertible into Equity Shares (at the option of the Warrant holder) at any time, in one or more tranches, within a period of 18 months from the date of allotment of Warrants. An amount equivalent to 25% of total consideration is received by the company and the balance of 75% will be received on conversion.

12) Revenue recognition

As per guidance note issued by ICAI, which states that as per percentage completion method revenue is to be recognized only if all the three conditions are fulfilled viz.

a) When the stage of completion of the project reaches a reasonable level of development. A reasonable level of development is not achieved if the expenditure incurred on construction and development costs is less than 25 % of the construction and development costs.

b) Atleast 25% of the saleable project area is secured by contracts or agreements with buyers.

c) Atleast 10% of the total revenue as per the agreements of sale or any other legally enforceable documents are realised at the reporting date in respect of each of the contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as defined in the contracts.

However, the company has not incurred 25% of the construction and development cost and hence, not recognised the revenue for the financial year 2014-2015.


Mar 31, 2014

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Contingent liabilities not provided for (AS-29)

(Rs. in Lacs)

Sr. Particulars As on As on No. 31.03.2014 31.03.2013

A Sales Tax Liabilities

i On account of C Forms (2001-02) Deposit Rs. 6.44 Lacs) 10.28 10.28

ii C Forms (2007-08,2008-09 & 2009-10) 3.22 6.53

iii Appeal filed by MPUVN in High Court 0.00 122.00 against single Bench H C Order.

iv On A/c of VAT Reversal 2008-09 30.92 30.92

v On A/c of VAT Reversal 2009-10 3.52 3.52

B Excise Duty Liabilities (Disputed) ( Deposit Rs. 1.20 Lacs ) 8.40 8.40

C Entry Tax 2.46 2.46

D Service Tax 2.35 2.35

E Income Tax A.Y2008-09 51.65 51.65

F Bank Guarantee 10.00 10.00

4) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn''t foresee any additional liability for pending Assessments.

5) Income Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn''t foresee any additional Income Tax liability for pending Assessments.

6) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2014.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 9(a) and 9(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

7) Segmental Information

The Company has identified Wind Power, Financing Activities & Real Estate Activities as its primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system.

8) Related Party Transactions

As required by Accounting Standard AS-18 "Related Parties Disclosure" issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2014

(a) Subsidiary Companies

GCIL Finance Ltd. GeeCee Logistics and Distributions Private Limited (Formerly GCV Trading Pvt. Ltd.) GeeCee Business Pvt Ltd (Formerly Ananya Online IT Design Pvt. Ltd.)

(b) Associate Companies

Elrose Mercantile Pvt. Ltd. Four Dimension Securities (I) Ltd. Antique Stock Broking Ltd. Winro Commercial (India) Ltd.

(c) Key Managerial Personnel

Shri Ashwin Kumar Kothari Shri Harisingh Shyamsukha Shri Gaurav Shyamsukha


Mar 31, 2013

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Contingent liabilities not provided for (AS - 29)

(Rs. in Lacs)

Particulars As on 31.03.2013 As on 31.03.2012

A Sales Tax Liabilities

i On account of C Forms (2001-02) Deposit Rs. 6.44 Lacs) 10.28 10.28

ii C Forms ( 2007-08,2008-09 & 2009-10) 6.53 42.05

iii Appeal filed by MPUVN in High Court against single Bench H C Order.122.00 122.00

iv On A/c of VAT Reversal 2006-07 & 2007-08 0.00 46.46

v On A/c of VAT Reversal 2008-09 30.92 30.92

vi On A/c of VAT Reversal 2009-10 3.52 0.00

B Bank Gurantee 10.00 0.00

C Excise Duty Liabilities (Disputed)(Deposit Rs.1.20 Lacs) 8.40 10.79

D Entry Tax 2.46 2.46

E Service Tax 2.35 2.35

F Income Tax A.Y. 2008-09 51.65 51.65

4) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn''t foresee any additional liability for pending Assessments.

5) Income Tax Assessments have been completed up to assessment year 2007–2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn''t foresee any additional Income Tax liability for pending Assessments.

6) The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

a) Defned Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under:

b) Defned beneft plan

The employee''s gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

7) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2013.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 8(a) and 8(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

8) Related Party Transactions

As required by Accounting Standard AS-18 "Related Parties Disclosure" issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2013.

(a) Subsidiary Companies

GCIL Finance Ltd.

GeeCee Logistics and Distributions Pvt. Ltd.

GeeCee Business Pvt Ltd b) Associate Companies

Elrose Mercantile Pvt. Ltd.

Four Dimension Securities (I) Ltd.

(c) Relative of Directors or concern where relative of directors has substantially interested Atul Transport (India)

Gaurav Shyamsukha

(d) Key Managerial Personnel Shri Ashwin Kumar Kothari Shri Harisingh Shyamsukha Shri V.P. Biyani


Mar 31, 2012

Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs.10/-. Each holder of equity shares is entitled to one vote per share.In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount.

Point No. 1

1. Equity Shares Buy Back

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, the Company made a Public Announcement dated 24.1.2012 , to buy-back the Equity Shares of face value of Rs.10/- each of the Company from open market through stock exchange route at a price not exceeding Rs.65/-per share, aggregating to Rs.1040.00 lacs. The Company has bought back 528611 Equity Shares as at 31st March, 2012 at an average price of Rs. 44.63 per share, utilizing a sum of Rs.235.93 lacs. The amount paid towards buy-back of shares, in excess of the face value, has been utilised out of Securities Premium A/C. In terms of the provisions of Section 77A of the Companies Act, 1956 and SEBI (Buy Back of Securities) Regulations 1998, as at 31st March, 2012 the Company has extinguished 350219 Equity Shares and the remaining 178392 Equity Shares have been extinguished on 9th April, 2012. Consequently, the paid-up Equity Share capital of the Company has been reduced and the Company has created Capital Redemption Reserve of Rs.35.02 lacs towards the face value of 350219 Equity Shares of Rs.10 /- each by utilising Securities Premium a/c .

Note: 2

A. Holdbacks amounts at the beginning of the period stood at Rs 5688.72 lacs. The Company has received an amount of Rs 2088.72 lacs against said amount . An amount of Rs 500.00 lacs continues to stand in the Holdbacks, which would get released on completion of certain post closing conditions.

B. The company will continue to keep balance provision of Rs 627 Lacs (PY Rs 1,150 Lacs) to meet the liability on account of post closing adjustments and other expenses as per the terms of Business Transfer Agreement.

Point No. 1

Holdbacks amounts at the beginning of the period stood at Rs 5791.64 lacs. The Company has received an amount of Rs 2191.64 lacs ( Rs 1610.06 lacs net of tax) against that amount. An amount of Rs 500.00 lacs continues to stand in the Holdbacks, which would only get released on completion of certain post closing conditions. The balance amounts in the Holdbacks have gone to the buyer.

Point No.1

Sale of DEPB Licences include Rs. 6.86 lacs to GeeCee Logistics and Distributions Pvt Ltd (100% subsidiary ) Sale of DEPB License is accounted on cash basis

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the trade receivables, Loans and Advances and trade payables are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Trade receivables include due from wholly owned subsidiary company Rs. 0.00 Lacs (Previous year Rs 34.47Lacs) and maximum debit balance during the period was Rs 48.23Lacs (previous year Rs. 205.33 Lacs).

4) Contingent liabilities not provided for (AS - 29)

(Rs. in Lacs)

Particulars As on 31.03.2012 As on 31.03.2011

Sales Tax Liabilities

On account of 'C' Forms (2001-02) 10.28 10.28 (Deposit Rs. 6.44 Lacs)

'C' Forms (2007-08,2008-09 & 2009-10) 42.05 107.17

Appeal filed by MPUVN in High Court against single 122.00 122.00 Bench H C Order.

On A/c of VAT Reversal 2007-08 46.46 0.00

On A/c of VAT Reversal 2008-09 30.92 0.00

Excise Duty Liabilities (Disputed) (Deposit Rs. 1.20 Lacs) 13.14 13.14

Entry Tax 2.46 2.46

Service Tax 0.00 4.32

Income Tax A.Y2008-09 51.65 0.00

5) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn't foresee any additional liability for pending Assessments.

6) Income Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn't foresee any additional Income Tax liability for pending Assessments.

7) The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

a) Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under:

b) Defined benefit plan

The employee's gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

8) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2012.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 9(a) and 9(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

9) Segmental Information

The Company has identified Wind Power as its primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system.

10) Related Party Transactions

As required by Accounting Standard AS-18 "Related Parties Disclosure" issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2012.

(a) Subsidiary Companies GCIL Finance Ltd.

Gwalior Chemicals bvba*

GeeCee Logistics and Distributions Private Limited

GeeCee Business Pvt Ltd (Formerly Ananya Online IT Design Pvt. Ltd.)

b) Associate Companies

Elrose Mercantile Pvt. Ltd.

Four Dimension Securities (I) Ltd.

(c) Relative of Directors or concern where relative of directors has substantially interested

Atul Transport (India)

Gaurav Shyamsukha

(d) Key Managerial Personnel

Shri Ashwin Kumar Kothari

Shri Harisingh Shyamsukha

Shri VP Biyani

Notes:

1. Loan to GCIL Finance Ltd. and GeeCee Logistics & distributions Pvt Ltd carries Interest @ 7.5% up to December 2011 & from January, 2012 @ 8.5% per annum and the terms & conditions regarding repayment of the loan are not defined.

2. The company has not advanced any money to its employees for the purpose of investment in the securities of the company.

Additional information required under the Para 3 under Clause (i)(a), (ii)(a), (b), Para 4, Para 4 and Para 4D of Part II of Schedule VI of the Companies Act, 1956 is detailed as under:

 
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