GEE Ltd Directors Report

To,

The Members GEE LIMITED

Your Directors have pleasure in presenting the 63,dAnnual Report of the Gee Limited together with the Audited Statement of Accounts for the financial year ended 31st March, 2024.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

Gee Limiteds performance during the financial year ended 31st March, 2024 as compared to the previous financial year, is summarized below:

		(Rs. In Lakhs)
Particulars	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
Income	36,987.20	39,699.21
Less: Expenses	35,180.51	38,545.26
Profit/ (Loss) before tax	1806.69	1154.16
Less: Provision for tax	(532.88)	(366.51)
Income Tax of earlier years w/off	(0.19)	(0.94)
Profit after Tax	1285.57	850.94

b. OPERATIONS:

Gee Limited 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 Gee Limited , during the year under review.

c. DIVIDEND:

The boards of directors after considering the business needs and also to consolidate financial strength of Gee Limited have decided not to recommend any dividend to equity shareholders of Gee Limited for the financial year 2023-24.

d. UNPAID DIVIDEND & IEPF:

The amount lying in Unpaid Dividend A/c of Gee Limited 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	Amount unpaid	Due date of transfer to IEPF
2017-18	29,355.30	26-Oct-25

e. TRANSFER TO RESERVES:

Gee Limited has transferred an amount of INR 200 Lakhs out of profits of Gee Limited for the financial year 2023-24 to General Reserve Account.

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

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

g. DEPOSITS:

Gee Limited 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 Gee Limited 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. ANNUAL RETURN:

A copy of Annual Return is available on the website of the Gee Limited at the below link:

http://www.geelimited.com/Key finances

k. 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 Gee Limited with related parties 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.

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 the financial statements 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 Gee Limiteds financial position have occurred between the end of the financial year of Gee Limited 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 Gee Limited are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of Gee Limited 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 & Key Managerial Personnel of Gee Limited during the year under review which is as follows:

i. Appointment and Cessation

• The tenure of Appointment of Mrs. Payal Agarwal (DIN: 07198236) had ended on May 29, 2023. Hence, she has ceased to be a Whole-time

Director of the Company and retired from the said position.

• Mr. Aditya Jalan was appointed as the Company Secretary of the Company with effect from June 01,2023.

• Mr. Anilkumar Agarwal (DIN: 07659883), Non-Executive Independent Director of the Company, resigned from the Directorship w.e.f. 30th August 2023.

ii. Retirement by rotation

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

Mr Sanwarmal Agarwal (DIN:01007594), Whole-time Director of Gee Limited, being longest in office since last appointment, is liable to retire by rotation and being eligible offers himself for re-appointment subject to the approval of shareholders in ensuing Annual General Meeting.

The changes in the Board of Directors of Directors after the end of the Financial Year is as follows:

i. Mr. Pradip Kumar Das (DIN:06593113) was appointed as an Independent Non-Executive Chairman of the Board of Directors of Directors by the Honble NCLT (Mumbai Bench) vide its Order dated 9th May, 2024.

ii. Ms. Neelam Tater (DIN: 07653773) was appointed as an Additional Non-Executive Independent Director by the Board of Directors w.e.f 14th August, 2024.

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.

Further, the Board of Directors is of the opinion that all the Independent Directors of the Company possess requisite qualification, experience, and 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 Act and the Rules made thereunder.

3. DISCLOSURES RELATED TO BOARD OF DIRECTORS, COMMITTEES AND POLICIES

a. BOARD OF DIRECTORS MEETINGS:

The Board of Directors met 8 (Eight) times during the financial year ended 31st March 2024 in accordance with the provisions of the Act and rules made thereunder.The Company has complied with the applicable Secretarial Standards - I in respect of all the above-Board of Directors 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 of Directors has in accordance with the provisions of sub-section (3) of Section178 of the Act, 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 there in 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/ code of conduct

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of Gee Limited has, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board of Director and its Powers) Rules, 2014, 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 Gee Limited have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

f. 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.

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Corporate Social Responsibility Policy (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/Code-of-Conduct

The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in Annexure-III.

h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD OF DIRECTORS :

The Board of Directors 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.

This exercise was carried out by feedback survey from each director covering Board of Directors 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.

4. AUDITORS AND REPORTS

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

a. STATUTORY AUDITORS AND THEIR REPORT ON ACCOUNTS FOR THEYEAR ENDED 31s1 MARCH 2024:

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules,2014, M/s R. Dokania & Co., Chartered Accountants, having ICAI FRN: 322739E were appointed as the Statutory Auditors of Gee Limited at the 62nd Annual General Meeting (AGM) held on 12th April,2024 till the conclusion of the 67th AGM to be held in the year 2028.

There are no observations/qualifications made by the Statutory Auditors in their report for the financial year ended 31st March 2024 and therefore, do not call for any further comments from the Board under Section 134(3) of the Act.

b. SECRETARIAL AUDIT REPORT FORTHEYEAR ENDED 31s1 MARCH 2024:

Provisions of Section 204 read with Section 134(3) of the Act, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Chandni Maheswari (ACS No.42292) had been appointed to issue Secretarial Audit Report for the financial year 2023-24.

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. Chandni Maheswari (ACS No. 42292), Practicing Company Secretary are enclosed in Annexure-IV for the financial year 2023-24. The said reports contain certain observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.

The following are the Qualifications/observations given by the Secretarial Auditor in the Secretarial Audit Report for the financial year 2023-24 and the Boards Comment/Actions on the same-

Qualifications/observations of secretarial Auditor	Comment/ Actions of the Board
Late Submission of the following:	The Board is aware of the same &all the penalties imposed by the Exchange were paid and non-com fiances were made good.
• Annual Secretarial Compliance Report under Regulation 24A of SEBI (LODR), 2015
• Financial Resultsunder Regulation 33 of SEBI (LODR), 2015 (Audited & Unaudited) for March 2023, June 2023, September 2023
• Annual Report under Regulation 34 of SEBI (LODR), 2015 for FY 2022-23
Non-Compliance with relation to Board Composition (no woman Director in the Board) under Regulation 17(A) of SEBI (LODR), 2015 and Section 149 : Companies Act, 2013 read with relevant Rules	The Board is aware of the same and has appointed the same in its Board Meeting held on 14th August, 2024
The Company did not have Company Secretary as Compliance Officer for the period 11th March, 2023 to 31st May, 2023.	The Board is aware of the same and the same was complied w.e.f 1st June, 2023.
62nd AGM of the Company for the FY e ded 31st March, 2023 had not been conducted within the prescribed time limit as per Companies Act, 2013	The Board is aware of the same. Due to the ongoing case with NCLT (Mumbai Bench)CA 504/2023 in CP/306(MB) 2023 vide its Interim Order dated 21st December, 2023 had postponed the Annual General Meeting till next orders. Subsequently, on 5th March, 2024, the Bench vacated the earlier Order and passed another Order to hold & convene the 62nd AGM and the Company held the said AGM on 12th April, 2024.
The composition of the Audit Committee, CSR Committee & Stakeholders Relationship Board was not proper effective from 1st June, 2023 till 5 th September, 2023	The same had been complied by the Board of Directors by 05.09.2023
The Company had not conducted any Board or Committee meetings in April23 - June23	The Board is aware of the same.

c. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Act, 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:

The Board has re-appointed M/s. S. Chhaparia & Associates, Cost Accountants as the Cost Auditor of Gee Limited for the financial year 2023-24.

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

There were no instances of frauds to be reported by Statutory Auditors of Gee Limited 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 were no changes in the share capital of the Company during the financial year under review.

b. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNAL

In relation to the petition filed against the company before the National Company Law Tribunal, Mumbai Bench ("Tribunal"), alleging acts of oppression and mismanagement in the Company, the NCLT has, partly allowed the Company Application being CA No. 90 of 2024 filed by the Petitioners therein thereby appointing Mr. Pradip Kumar Das, Retired Banker, as a Non-Executive Chairman of the Board of Directors of the Company.

c. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2024, 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, 2024and 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. Proper systems have been devised 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 Act, read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended from time to time, 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.

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.

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

Gee Limited 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.

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

During the year under review, there were no instances of 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.

l. STATEMENT OF DEVIATION OR REGULATION

During the year under review, there were no instances of any such deviations or variations as there were no issue of securities during the year.

m. SUSPENSION OF TRADING

There was no such instance of suspension of trading of securities of the Company from the Stock Exchange.

n. FAILIRE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances of any corporate actions initiated by the Company.

6. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016.

There is one proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code,2016 which does not materially impact the business of the Company.The Company would contest the matter based on its Merits.

7. DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

8. 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 of Directors
SD/-	SD/-
Sanwarmal Agarwal	Shankar Lal Agarwal
Managing Director	Whole Time Director
DIN: 01007594	DIN:01205377
Date: 6th Sept., 2024
Place: Thane