GEE Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 60th Annual Report of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March 2021.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS

The Companys performance during the year ended 31st March, 2021 as compared to the previous financial year, is summarized below:

(Rs. In Lakhs)

Particulars For the financial year ended 31st March, 2021 For the financial year ended 31st March, 2020
Income 25,413.11 27,330.70
Less: Expenses 23,638.35 26,261.60
Profit/ (Loss) before tax 1,774.76 1,069.10
Less: Provision for tax (483.06) (114.83)
Income Tax of earlier years w/off (25.52) (27.26)
Profit after Tax 1,266.18 981.54

b. NATURE OF BUSINESS:

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

There was no change in nature of the business of the Company, during the year under review.

c. DIVIDEND:

The Board of Directors after considering the business needs and also to consolidate financial strength of the company have decided not to recommend any dividend to equity shareholder of the company for the year financial year 2020-21.

d. UNPAID DIVIDEND & IEPF:

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

Year Due date of transfer to IEPF
2017-18 26-Oct-25
2015-16 02-Oct-23
2014-15 25-Oct-22
2013-14 31-Aug-21

Company has already transferred amount lying in Unpaid Dividend Account for the financial year 2012-13

e. TRANSFER TO RESERVES:

The Company has transferred an amount of Rs. 2,00,00,000 out of profits of the Company for the financial year 2020-21 to General Reserve Account.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. LOANS FROM DIRECTORS OR DIRECTORS RELATIVES:

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

i. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

k. ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return (to be prepared in Form MGT 9) to the Directors Report, the Company shall host a copy of annual return on the website, if any of the Company and a web link of the same to be given in the Directors Report.

Accordingly, a copy of Annual Return is available on the website of the Company at the below link: http://www.geelimited.com/investor-info/Corporate-Announcement-Disclosure:

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

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

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

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

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

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

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

There were changes in Directorship of the Company during the year under review which are as follows:

I. Appointment during the year:

l Mr. Umesh Agarwal and Mr. Omprakash Agarwal were appointed as the Additional Executive Directors of the Company with effect from 27th October 2020, up to the date of ensuring Annual General Meeting.

l Mr. Sujit Sen and Mr. Milind Parekh were appointed as the Additional Independent Directors with effect from 12th February 2021, up to the date of ensuring Annula General Meeting. The Company has received their declarations confirming that they meets the criteria of independence as prescribed under Section 149(6) of the Act. l Mr. Vinod Agarwal was appointed as the Additional Independent Directors with effect from 6th April 2021, up to the date of ensuring Annual General Meeting. The Company has received their declarations confirming that the meets the criteria of independence as prescribed under Section 149(6) of the Act.

l Ms. Shivani Sharma was appointed as the Company Secretary and Compliance Officer of the Company with effect from 27th October 2020. ii. Resignations during the year: l Mr. Kobad Panthaki resigned from the position of an Independent Director of the Company with effect from 15th December 2020.

l Mr. Sadik Jafar Thange resigned from the position of Company Secretary and Compliance officer of the Company with effect from 31st August 2020.

iii. Retirement by rotation in the upcoming AGM:

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

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Shankarlal Agarwal shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his appointment for your approval .

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

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

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

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

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 5 (Five) times during the financial year ended 31st March 2021 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Company has complied with the applicable Secretarial Standards - I in respect of all the above-Board meetings.

b. AUDIT COMMITTEE:

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

c. NOMINATION AND REMUNERATION COMMITTEE:

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

The salient features of the Remuneration Committee and changes therein are mentioned in the Corporate Governance Report and the Remuneration Policy is available on Companys website and can be accessed in the link provided herein below:

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

d. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship and CSR Committee in its meeting dated 12th February 2021.

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

e. STAKEHOLDERS RELATIONSHIP COMMITTEE::

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

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

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

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

g. RISK MANAGEMENT POLICY:

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

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The CSR Policy of the Company is available on the Companys web-site and can be accessed in the link provided herein below: http://www.geelimited.com/upload/media/Investor/policies/GEE-Policy-on-Corporate-Social-Responsibility-2019.pdf The Company has initiated activities in accordance with the said Policy, the details of which havebeen prescribed in Annexure III.

4. AUDITORS AND REPORTS

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

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2021:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. P. B. Shetty & Co., Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five consecutive year and they continue to be the Statutory Auditors of the Company upto the end of AGM for the Financial Year 2021-2022.

There are no observations / qualifications made by the Statutory Auditors in their report for the financial year ended 31st March 2021 and therefore, do not call for any further comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2021:

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

M/s. Deep Shukla & Associates (FCS No. 5652), Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2020-21.

Secretarial Audit Report in Form MR-3 and Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, issued by M/s. Deep Shukla & Associates (FCS No. 5652), Practicing Company Secretaries are enclosed in Annexure-IV for the financial year 2020-21. The said report does contain following observation:

1) Non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. non compliance with respect to Board Composition.

The Board would like to highlight that due to ongoing pandemic of COVID-19, it became difficult for the Company to find suitable candidate for the position of Independent Directors. As soon as the Company came across suitable candidates, the Board composition was complied with.

The Company had received e-mail dated 5th March 2021 and 17th May 2021 for violation of the said regulation and the Company has paid penalty of Rs. 3,89,400 and Rs. 5,31,000 respectively to the Bombay Stock Exchange. c. MAINTENANCE OF COST RECORDS

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

d. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated August 18, 2020, appointed Mr. Rana Ghosh, Cost Accountants as the Cost Auditors of the Company for the financial year 2020-21.

Further, the Board has re-appointed Mr. Rana Ghosh Cost Accountants as the Cost Auditor of the Company for the financial year 2021-22.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

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

5. OTHER DISCLOSURES

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

a. CHANGE IN SHARE CAPITAL OF THE COMPANY

There has been no change in the Authorised share capital of the Company and Paid up share capital of the Company during the year.

However, the Board of Directors in their meeting held on 11th August 2021 have recommended declaration of Bonus Equity shares to the existing shareholders of the Company as on the “Record date” in the ratio of one bonus Equity share for every 10 Equity shares held.

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

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

c. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31stMarch, 2021, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

d. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

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

e. CORPORATE GOVERNANCE:

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

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

f. PARTICULAR OF REMUNERATION OF DIRECTORS, KMPS AND EMPLOYEES:

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

g. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

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

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

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

j. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

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

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

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

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board
Sd/- Sd/-
Sanwarmal Agarwal Payal Agarwal
Managing Director Whole Time Director & CFO
DIN: 01007594 DIN:07198236
Date: August 11 , 2021
Place: Thane