Directors Report of GeeCee Ventures Ltd.

Mar 31, 2018

To

The Members,

Greece Ventures Limited

The Directors are pleased to present the 34^th Annual Report of your Company together with Audited Financial Statements for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“In AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. Financial statements for the year ended and as at March 31, 2017 have been restated to conform to In AS.

1. FINANCIAL RESULTS

(? in Lakhs)

	Standalone		Consolidated
Particulars	Financial Year 2017 -18 (FY 2018)	Financial Year 2016 -17 (FY 2017)	Financial Year 2017 -18 (FY 2018)	Financial Year 2016-17 (FY 2017)
Revenue from operations	18465.23	9394.36	20096.78	9401.12
Other Income	96.06	313.00	103.09	326.13
Total Income	18561.29	9707.36	20199.87	9727.25
Gross Profit before Interest, Depreciation, and Exceptional Items	3244.87	3408.60	3217.59	3366.36
Less: Financial Costs	1.72	12.44	2.14	12.49
Gross Profit before Depreciation	3243.15	3396.16	3215.45	3353.87
Less: Depreciation	140.71	149.57	192.34	208.51
Profit for the year before Taxation and Exceptional Items	3102.44	3246.60	3023.11	3145.36
Net Profit Before Tax	3102.44	3246.60	3023.11	3145.36
Less: Provision for Current Tax (including MAT)	238.46	476.32	238.46	476.32
Less: Provision for Deferred Tax	(144.14)	(11.62)	(295.92)	(24.36)
Less: Tax in respect of Earlier Years	-	(134.76)	-	(134.76)
Less: Non-controlling Interests	-	-	(11.24)	(18.23)
Net Profit After Tax	3008.12	2916.66	3091.80	2846.39
Add: Adjustments with other equity	19.26	27.20	24.84	421.36
Add: Balance brought forward from previous year, Amount available for appropriation	17637.58	14693.73	18772.58	15577.83
Less: Appropriation
(i) Interim Dividend Paid	325.90	-	325.90	-
(ii) Tax on Interim Dividend Paid	66.35	-	66.35	-
(iii) Transfer to Special Reserve	-	-	22.00	73.00
Closing Balance of retained earnings	20272.72	17637.58	21474.98	18772.58
EPS (Basic per share of face value of Rs. 10/-)	13.85	13.42	14.18	13.02
EPS (Diluted per share of face value of Rs. 10/-)	13.85	13.42	14.18	13.02

2. SHARE CAPITAL

The paid up share capital of the Company as at 31st March, 2018 is Rs. 21,72,65,430/- (Twenty -One Crores Seventy Two Lakhs Sixty Five Thousand Four Hundred and Thirty Rupees) comprising of 21726543 (Two Crores Seventeen Lakh Twenty Six Thousand Five Hundred and Forty Three) equity shares of Rs. 10/- each. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

3. DIVIDEND

During the year under review, the Company had declared Interim dividend at the meeting of Board of Directors held on 26th October, 2017 at the rate of 15% on 2,17,26,543 equity shares of the Company amounting to Rs. 1.50/- per share on face value of Rs. 10/- each fully paid up. Further considering implementation of various projects being added in the Company’s portfolio and conserving and investing the Company’s capital in the many high return investment opportunities, the Board in the interest of shareholders decided to utilize the internal accruals on its project rather than paying dividend to shareholders and thus no Final Dividend was recommended by the Board for the year ended March 31, 2018.

4. TRANSFER TO RESERVES

The Company proposes to retain the entire amount of Rs. 3008.12 lakhs in the profit and loss account. Hence no amount is transferred to General Reserve.

5. OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Company has earned revenue of Rs. 18465.23 lakhs from Real Estate, Investments / Financing and Wind Power Generation and Rs. 96.06 lakhs as other income compared to previous year revenue of Rs. 9394.36 lakhs from Real Estate, Investments / Financing and Wind Power Generation and Rs. 313.00 lakhs as other income on Standalone basis. On a consolidated basis the revenue from operations for FY 2018 is Rs. 20096.78 lakhs and Rs. 103.09 Lakhs as other income.

Net Profit before tax is Rs. 3102.44 lakhs for the current year as compared to Rs. 3246.60 lakhs for the previous year.

The Company’s Cloud 36 Project at Ghansoli has received Occupancy Certificate and the Company is in the process of handing over the possession of inventory to its esteemed customers. The Construction activity at Karjat is progressing as per the schedule. The Company proposes to launch a Residential project in Panvel after necessary approvals are received. The Land for the same has already been acquired.

6. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate section on Management Discussion and Analysis Report (MD&A) is included in the Annual Report as required under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report along with a Certificate from M/s. MRB & Associates, Chartered Accountants in practice, confirming compliance with conditions on requirements of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditors’ certificate for fiscal 2017-2018 does not contain any qualification, reservation or adverse remark.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board at its meeting held on 18th May, 2017 (based on the recommendation of Nomination and Remuneration Committee) had approved change in designation of Mr. Ashwin Kumar Kothari (Din: 00033730) from Non-Executive Director and Chairman to Whole Time Director and Chairman of the Company w.e.f 18th May, 2017 for a period of 3 years subject to approval of members at the 33rd Annual General Meeting of the Company. The Shareholders at the 33rd AGM held on 29th September.

2017 had approved change in designation of Mr. Ashwin Kumar Kothari as the Whole Time Director and Chairman of the Company. However due to other commitments, Mr. Ashwin Kumar Kothari had expressed unwillingness to continue as the Whole Time Director from the close of business hours of 31st October, 2017 and had stepped down as the Whole Time Director. Thus the Board of Directors at their meeting held on 26th October, 2017 had approved re-designation of Mr. Ashwin Kumar Kothari as the Non-Executive Director and Chairman of the Company w.e.f 1st November, 2017.

Accordingly remuneration was paid to Mr. Ashwin Kumar Kothari for the period commencing from 18th May, 2017 to 31st October, 2017 during his tenure as Whole Time Director. As a Non- Executive Director Mr. Ashwin Kumar Kothari is not drawing any remuneration / fees from the Company.

The Board at its meeting held on 18th May, 2017 (based on the recommendation of Nomination and Remuneration Committee) had approved change in designation of Mr. Harisingh Shyamsukha (Din: 00033325) from Non- Executive Director to Whole Time Director of the Company w.e.f 18th May, 2017 for a period of 3 years subject to approval of members at the 33rd Annual General Meeting of the Company. The Shareholders at the 33rd AGM held on 29th September, 2017 had approved change in designation of Mr. Harisingh Shyamsukha from Non- Executive Director to Whole Time Director of the Company for a period of 3 years w.e.f 18th May, 2017.

Mr. Ashish Ranka was appointed as the Chief Financial Officer (CFO) of the Company w.e.f 18th May.

2017 by the Board of Directors. Mr. Ashish Ranka is the member of the Institute of Chartered Accountants of India and has experience of more than 10 years in the field of finance and accounts.

During the year under review Mr. Pratap Merchant (Din: 00022223) Independent Director had resigned from the Board of the Company w.e.f 31st March, 2018. Due to his continued ill health, Mr. Pratap Merchant had expressed unwillingness to continue on the Board of the Company. Mr. Pratap Merchant had been on the Board of the Company since 2007, and during his tenure he guided the Board on various matters of business and governance. The Directors placed on record their appreciation for the invaluable service of Mr. Pratap Merchant and thanked him for his service to the Company.

The Board of Directors after receiving recommendation from the Nomination and Remuneration Committee of the Company appointed Mr. Ashok Shivlal Rupani (DIN: 00079574) as an Additional Independent Director on the Board of Company w.e.f 30th June, 2018 to hold office up to the conclusion of 34th Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 from a member proposing candidature of Mr. Ashok Shivlal Rupani for appointing him as the Independent Director. Mr. Ashok Shivlal Rupani is a B.Com graduate having 35 years of experience in the field of chemical, metal and investment and financing activity. He is expert in investment and trading activities. The Company has received necessary declaration from Mr. Ashok Shivlal Rupani under Section 149 (7) of the Act that he meets the criteria of independence laid down in the Act and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”). He is also on the Board of Greece Investments Limited (Group Company) as an Independent Director. Mr. Ashok Shivlal Rupani is not related to any Director on the Board of the Company. A brief profile and other details as required under the Act, Secretarial Standard -2 and Listing Regulations, of Directors proposed to be appointed is annexed to the notice convening AGM.

In accordance with the provisions of Section 152(6)(e) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Harisingh Shyamsukha (DIN:00033325) and Mr. Rohit Kothari (DIN:00054811) retires by rotation and being eligible have offered themselves for re-appointment.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are:

Mr. Gaurav Shyamsukha, Mr. Harisingh Shyamsukha and Mr. Vazhathara Vasudevan Sureshkumar - Whole Time Directors.

Ms. Dipyanti Kanojia - Company Secretary.

Mr. Ashish Ranka- Chief Financial Officer w.e.f. 18th May, 2017 Declaration from Independent Directors

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(6) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

8.1 Board Evaluation:

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates evaluation of performance of Independent Directors, non-independent Directors and Chairperson.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire board of Directors, excluding the director being evaluated.

To enable such evaluation, an evaluation framework has been adopted by the company, which is devised with a view to provide a more structured approach for the evaluation and which lays down overall guidelines and processes to be adopted for the evaluation of performance.

In view of the above, the Company conducted a formal Board Effectiveness Review as a part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and individual directors. The performance was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. Each Board Member completed a confidential questionnaire and evaluated the performance of each director.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria approved by the Board.

In a separate meeting of Independent Directors held on March 29, 2018, performance of no independent directors, performance of the board as a whole and performance of the chairperson of the Company was evaluated.

The review of evaluation was discussed at the first board meeting held after the Independent Directors Meeting, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

8.2 Remuneration Policy:

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees. The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust.

The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report. The Full text of the policy can also be accessed on the website of the Company at http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx.

8.3 Number of Meetings of the Board:

During the year, the Board of Directors and the Audit Committee of the Company duly met 4 (Four) times, the details of which are given in the Corporate Governance Report. Proper notices were given and the proceedings were properly recorded and signed in the minutes book as required by the Articles of Association of the Company and the Companies Act, 2013. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

8.4 Familiarization Programmed to Independent Directors:

During the year under review, the Independent Directors were familiarized with the strategy, operations and functions of the Company. The Key Managerial Personnel made presentation to the Independent Directors on Business Overview, Revenue from each business operation, and roles and responsibility of the Independent Directors and other important aspects of the Company at the meeting of the Independent Directors held on 29th March, 2018.

The Terms and Conditions of the appointment of every Independent Director is available on the website of the Company at http://www.geeceeventures.com/investor-relation/policies-and-codes. asp

Details of familiarization programme conducted for its Independent Directors during the year are also disclosed on the Company’s website at http://www.geeceeventures.com/investor-relation/ familiarisation-programme-to-independent-directors.aspx

8.5 Vigil Mechanism/ Whistle Blower Policy:

The Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. No personnel has been denied access to the Audit Committee. The provisions of this policy are in line with the provisions of Section 177 (9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available on the website of the company at: http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) and (5) of the Companies Act, 2013 the Board of Directors to the best of

their knowledge and ability, confirm that -

a) in preparation of the annual accounts for the financial year ended 31st March 2018, the applicable Accounting Standards have been followed and that there are no 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 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.

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial and cost auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

10. AUDITORS

10.1 Statutory Auditors:

The Shareholders of the Company at the 33rd Annual General Meeting held on 29th September, 2017 had appointed M/s. MRB & Associates, Chartered Accountants (Firm Registration No. 136306W) as the Statutory Auditors of the Company to hold the office from the conclusion of the said Thirty -Third (33rd) AGM of the Company till the conclusion of Thirty-Eighth (38th) AGM to be held in the year 2022 subject to ratification of their appointment by the shareholders every year. The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuing 34th Annual General Meeting.

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, 2018 are self-explanatory and therefore do not call

for any further comments under Section 134 of the Companies Act, 2013 as it does not contain any qualification, reservation or adverse remark.

10.2Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Nishant Jawasa & Associates, a firm of the Company Secretaries in Practice (C.P No 6993) to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Secretarial Audit Report issued by M/s Nishant Jawasa & Associates, Company Secretaries in Form MR-3 is annexed as “Annexure D”. The audit does not contain any adverse remark or qualification other than remark with regards to unspent amount, required under Section 135 of the Companies Act, 2013. A detailed statement regarding, expenditure under Section 135 forms part of this report as “Annexure E”

10.3Cost Auditors:

The Board of Directors after receiving recommendation from the Audit Committee appointed M/s. Kishore Bhatia & Associates, Practicing Cost Accountants, as the Cost Auditor for auditing the cost records of the Company for the financial year 2018-19 at a fee of Rs. 80,000/- (Rupees Eighty Thousand only) plus applicable taxes and out of pocket expenses, subject to ratification of the said fees by the members at the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act, 2013.

The Cost Audit Report would be filed with the Central Government within the prescribed timelines.

11. STATUTORY DISCLOSURES

A. Conservation of Energy

For the real estate projects of the Company, the Company continuously attempts to minimize the consumption of energy by incorporation of various energy efficient practices. The Company utilizes energy efficient equipments and electrical systems in the construction process. The real estate projects have installed with latest energy efficient systems to conserve energy on a sustainable basis. There was no capital investment on energy equipments done during the year under review.

The Company continues to make efforts to reduce and optimize the use of energy consumption by installing energy monitoring and conservation systems to monitor usage, minimize wastage and increase overall efficiency at every stage of power consumption.

The Company is also emphasizing on utilizing natural resources of energy in its business activity.

B. Technology Absorption

The Company is continuously taking efforts for improvement in existing or the development/ deployment of new construction technologies to speed up the process and make construction more efficient. The Company makes in depth planning of construction activities/ procedures which in turn results in stable levels of quality, shorter time lines and reduced consumptions of man and materials at site. The Company periodically surveys to identify new machines, materials and methodologies and implements them if found to be effective in the projects. The Company has not imported any technology during last three years whereas there was no expenditure incurred on Research and Development during the year.

C. Foreign Exchange Earnings and outgo

During the financial year 2017-18, expenditure in foreign currencies in terms of actual outflow amounted to Rs. 40.56 Lakh (Previous Year Rs.218.74 lakh). The Company has not earned any foreign exchange during the year.

12. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) & (14) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as “Annexure A” to this Report. Further as per Section 197 (14) of the Companies Act, 2013 Mr. Gaurav Shyamsukha - Whole Time Director is drawing remuneration from the wholly owned subsidiary company - Greece Fin cap Limited (Formerly known as GCIL Finance Limited).

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the registered office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. Such details are also available on your Company’s website: http://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx

13. HUMAN RESOURCES DEVELOPMENT

Human resource is considered as key to the future growth strategy of the Company and looks upon to focus its efforts to further align human resource policies, processes and initiatives to meet its business needs.

This year also the Company’s focus remained on strategic hiring, providing with an open work environment fostering continuous improvement and development.

The Company continuously adopts structures that help attract best external talent and promotes internal talent helping them to realize their career aspirations. Your Company believes in hiring lifelong learners and providing them with an environment that fosters continuous learning, innovation and leadership development. Your Company also believes in long and happy relations for its employees.

Your company’s closing headcount for the FY 2017-18 was 39.

14. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every Employee is made aware that the Company is strongly opposed to sexual harassment and that the behavior is prohibited both by law and by the Company. To redress complaints of sexual harassment, the Company has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and rules framed there under and has also constituted an Internal Complaints Committee (ICC) of the Company to redress complaints of sexual harassment.

The Internal Complaints Committee is constituted with following members:

Name of the Member	Category
Ms. Dipyanti Kanojia	Presiding Officer
Ms. Suvidha Pawaskar	Member
Mr. Ashish Ranka	Member
Ms. Shweta Diwan	External Member

Workplace sexual harassment complaints received	FY 2017-18
Number of cases filed	Nil
Disposal through conciliation	Nil
Pending cases	Nil
Number of workshops & awareness programme conducted	1

15. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

During the year the Company had entered into one transaction which was not in ordinary course of business and not at arm’s length basis as required under Section 188 of the Companies Act, 2013. The detail of such transaction is provided in Form AOC-2 annexed as “Annexure F” to the report. Approval of the Audit Committee and Board was obtained for the transaction.

Other than the above transaction all the other transactions entered into during the financial year 2017

2018 with Related Parties as defined under Section 188 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act 2013 and Regulation 23 of the Sebi (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on an arm’s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders’ approval under the Listing Regulations.

Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No. 35 forming part of the Standalone financial statements. As required under Regulation 23 (1) of the Listing Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at http://www.geeceeventures.com/financial-archives/policies-and-codes.aspx

16. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Loans, Guarantees & Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report. Please refer note no.4 forming part of the standalone financial statements.

17. DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from the Public during the year under review, as per the provisions of Section 73 the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2017 no amounts were outstanding which were classified as ‘Deposits’ under the applicable provisions of Companies Act, 2013 and hence, the requirement of furnishing details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

18. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator/ Court that would impact the ‘going concern’ status of the Company and its future operations.

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act’) in prescribed Form MGT-9 is enclosed as “Annexure B” to this Report. The Extract of Annual Return can also be accessed at the website of the Company at http://www.geeceeventures.com/ investor-relation/financial-results-and-annual-report.aspx

21. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

There are 2 direct subsidiaries and 3 indirect subsidiaries of Greece Ventures Limited as on 31st March, 2018. There are no associate companies within the meaning of Section 2(6) of the Act. During the year Greece Nirmaan LLP was incorporated with Greece Ventures Limited and Nirmaan Life Space LLP being its designated partners. Due to amendment in expression of joint ventures vide companies amendment act, 2017 effective from 7th May, 2018 the LLP is considered as the Joint Venture as per Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries and Joint Venture.

BRIEF DETAILS AND HIGHLIGHTS OF PERFORMANCE OF THE DIRECT SUBSIDIARIES: I. SUBSIDIARIES :

a) Greece Fin Cap Limited (Formerly known as GCIL Finance Limited): Greece Fin Cap Limited (Formerly known as GCIL Finance Limited) is a wholly owned subsidiary of the Company. It operates as the non-deposit taking Non-Banking Financial Company (NBFC) and is registered with Reserve Bank of India. The name of the Company was changed from GCIL Finance Limited to Greece Fin Cap Limited w.e.f 13th June, 2017.

On standalone basis, Greece Fin Cap Limited reported total revenue from operations for financial year

2018 at Rs.1729.12 lakhs over Rs.35.23 lakhs in FY 2017. Greece Fin Cap has generated profit after tax of Rs.103.22 lakhs for FY 2018 as against Rs.(38.87) lakhs during the previous financial year 2017.

Performance Highlights of this Company:

('' in lakhs)

Particulars	2017 -18	2016-17
Gross Income	1729.12	35.23
Total Expenses	1766.01	86.50
Profit Before Tax	(36.90)	(51.27)
Less: Tax Expense	(140.12)	(12.40)
Net Profit After Tax	103.22	(38.87)

b) GEECEE BUSINESS PRIVATE LIMITED: (GBPL) a subsidiary of the Company primarily engaged in the business of advisory services relating to Capital Market. This Company reported Net Loss for the year of Rs. 30.38 lakhs as against Net Loss of Rs. 49.26 lakhs incurred during the previous year. No major activities affecting financial position of the company has occurred during the year under review. Performance Highlights of this Company:

('' in lakhs)

Particulars	2017-18	2016-17
Gross Income	3.71	11.37
Total Expenses	45.74	60.97
Profit Before Tax	(42.03)	(49.61)
Less: Tax Expense	(11.66)	(0.34)
Net Profit After Tax	(30.38)	(49.26)

BRIEF DETAILS AND HIGHLIGHTS OF PERFORMANCE OF INDIRECT SUBSIDIARIES

c) OLDVIEW AGRICULTURE PRIVATE LIMITED: Greece Ventures Limited holds 99.99 % share capital of this Company through its Wholly Owned Subsidiary (WOS) Greece Fin Cap Limited (Formerly known as GCIL Finance Limited). Due to operative expenses net loss for the year is 0.09 lakhs. The net loss for the previous year also stood at 0.09 lakhs.

d) NEPTUNE FARMING PRIVATE LIMITED: Greece Ventures Limited holds 99.99 % share capital of this Company through its Wholly Owned Subsidiary (WOS) GCIL Finance Limited. Due to operative expenses net loss for the year is 0.14 lakhs as against 0.12 lakhs in the previous year.

e) RETOLD FARMING PRIVATE LIMITED: GeeCee Ventures Limited holds 99.99 % share capital of this Company through its Wholly Owned Subsidiary (WOS) GCIL Finance Limited. Due to operative expenses net loss for the year is 0.17 lakhs as against 0.15 lakhs in the previous year.

II. BODIES CORPORATE :

GEECEE NIRMAAN LLP: During the year M/s. Greece Norman LLP was incorporated on 24th April, 2017 with Greece Ventures Limited and Norman Life Space LLP as its designated partners. The Company has contributed 75% of the contribution to the corpus of the LLP at the time of incorporation. During the year there were no operations carried out in the LLP

During the year no new subsidiaries were incorporated neither dissolved. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as “Annexure C”. The statement also provides the details of performance and financial position of the Subsidiary Companies.

In accordance with fourth proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.geeceeventures.com.

Further, as per fifth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company www.geeceeventures.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office.

As per Section 136(1), the physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on all working days, excluding Saturdays.

As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 129 (3) of the Companies Act, 2013, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and forms part of the Annual Report.

Pursuant to Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has framed a policy on material subsidiary, the details of which are available on http:// www.geeceeventures.com/uploads/Investor-relations/pdfs/policy-for-determining-material-subsidiary-40. pdf

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“In AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. The financial highlights in respect of subsidiaries provided above are as per Indian Accounting Standards and the figures corresponding to the previous financial year i.e. 2017 have been restated to conform to (“IND AS”).

22. COMMITTEES OF THE BOARD

The Board of Directors has following mandatory committees as per the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirement Regulations, 2015 (LODR):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

As at 31st March, 2018, the Audit Committee was comprised with Mr. Rakesh Khanna as the Chairman, Mr. Pratap Merchant, Mr. Gaurav Shamsukha and Mr. Suresh Tapuriah as its members. Mr. Ashok Shivlal Rupani has been appointed as an additional independent director of the Company w.e.f. 30th June, 2018 and has also been appointed as the member of the Audit Committee w.e.f. 30th June, 2018.

The details of the composition of all the above committees, attendance of the meetings and other information of Committees of the Board has been provided in Corporate Governance report forming part to this report.

23. RISK MANAGEMENT

The Company has Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved. The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions by the Committee. There is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted CSR Committee. The Committee comprises of Mr. Suresh Tapuriah (Chairman), Mr. Rakesh Khanna & Mr. Gaurav Shyamsukha as other members of the Committee. The Board has also approved a CSR policy, on the recommendations of the CSR Committee which is available on the website of the Company at www.geeceeventures.com.

As per CSR policy of the Company, activities in which the Company has decided to spend interalia includes Education, Health Care, Environmental Sustainability and promoting sports. In accordance with the policy, the Company during the year contributed to Foundation for Promotion of Sports & Games (popularly known as Olympic Gold Quest) a sum of Rs. 5 Lakhs (Rupees Five Lakhs) towards CSR expenditure. As reported in the last year’s Annual Report (2016-17) the organization, Foundation for Promotion of Sports & Games (popularly known as Olympic Gold Quest) is a Section 8 Company i.e. ‘not for profit’ promoted by Indian sporting legends Get Seth and Prakash Padukone with a view to identify and support Indian athletes who have the potential to win Olympic Gold medals for the country.

Apart from contributing towards promotion for sports activities the Company also endeavors to spend on Education, Health Care and Environmental Sustainability. In this regard the CSR Committee have met various institutions and analyzed various sources and channels and have conducted research to identify such organizations and agencies carrying out such activities. As the Committee was not able to ascertain such organizations which could provide assistance to the Company in conducting CSR expenditure in most justifiable, sustainable and measurable manner, there was shortfall in spending the total amount as required under Section 135 of the Companies Act, 2013.

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2017-18, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as “Annexure E” to the report.

25. MAINTAINANCE OF COST RECORDS AND COST AUDIT

In accordance with Section 148 and Rule 3 & 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records in respect of construction and electricity supply activity of the Company. In this regard the Company maintains the Cost records in respect of construction and electricity supply activity in accordance with Section 148 and Rule 3 & 5 of the Companies (Cost Records and Audit) Rules, 2014. Also in accordance with Rule 4 & 6 of the Companies (Cost Records and Audit) Rules, 2014 the cost records of the Company is audited by practicing cost accountant M/s. Kishore Bhatia & Associates. The Cost Audit Report for the year 2017-18 was placed before Board of Directors at their meeting held on 8th August, 2018. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company is having in place Internal Financial Control System commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company.

During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

A report of the Statutory Auditors on the Internal Financial Controls with reference to financial statements as required under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 is provided as “Annexure A” to the independent auditors’ report for the year ended 31st March, 2018.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Greece Ventures Limited

Ashwin Kumar Kothari

Chairman

Mumbai, 8th August, 2018 (DIN: 00033730)

---

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