Geecee Ventures Ltd Directors Report.

To

The Members,

GeeCee Ventures Limited

Your Directors are pleased to present the 35th Annual Report of your Company together with Audited Financial Statements for the financial year ended March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Performance - An Overview

(र in Lakhs)
Particulars

Standalone

Consolidated

Financial Year 2018-19 (FY 2019) Financial Year 2017-18 (FY 2018) Financial Year 2018-19 (FY 2019) Financial Year 2017-18 (FY 2018)
Revenue from operations 14,699.00 18,465.23 15,050.62 20,096.78
Other Income 597.40 96.06 602.52 103.09
Total Income 15,296.40 18,561.29 15,653.14 20,199.87
Gross Profit before Interest, Depreciation and Exceptional Items 4,560.00 3,244.87 4,738.36 3,217.59
Less: Financial Costs 2.57 1.72 2.65 2.14
Gross Profit before Depreciation 4,557.43 3,243.15 4,735.71 3,215.45
Less: Depreciation 147.15 140.71 198.18 192.34
Profit for the year before Taxation and Exceptional Items 4,410.28 3,102.44 4,537.53 3,023.11
Share of Profit/ (Loss) of Associate (net of taxes) - - (0.01) -
Net Profit Before Tax 4,410.28 3,102.44 4,537.52 3,023.11
Less: Provision for Current Tax (including MAT) 873.55 238.46 873.55 238.46
Less: Provision for Deferred Tax 26.42 (144.14) 41.95 (295.92)
Less: Tax in respect of Earlier Years 0.48 - 0.48 -
Less: Non-controlling interests - - 0.93 (11.24)
Net Profit after Tax 3,509.83 3,008.12 3,620.61 3,091.80
Adjustments with other equity (256.05) 19.26 (251.95) 24.84
Add: Balance brought forward from previous year, Amount available for appropriation 20,272.72 17,637.58 21,474.99 18,772.58
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 - - 25.50 22.00
Closing Balance of retained earnings 23,526.50 20,272.72 24,818.14 21,474.99
EPS (Basic per share of face value of 10/-) 16.15 13.85 16.67 14.18
EPS (Diluted per share of face value of 10/-) 16.15 13.85 16.67 14.18

2. SHARE CAPITAL

The paid up share capital of the Company as at 31st March, 2019 is र21,72,65,430/- (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 र10/- 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. OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Company has earned revenue of र14,699.00 lakhs from Real Estate, Investments/Financing and Wind Power Generation and र597.40 lakhs as other income compared to previous year revenue of र18,465.23 lakhs from Real Estate, Investments/Financing and Wind Power Generation and र96.06 lakhs as other income on Standalone basis. On a consolidated basis the revenue from operations for FY 2019 is र15,050.62 lakhs and र602.52 Lakhs as other income. Net Profit before tax is र4,410.28 lakhs for the current year as compared to र3,102.44 lakhs for the previous year.

The Company has received Occupancy Certificate (OC) for "Cloud 36", project at Ghansoli, Navi Mumbai and the society is also formed. The Company will hand over the project to society in due course of time. The construction activity at Karjat - "The Mist" is progressing as per schedule. The Company has launched its third project "GeeCee Aspira 206" at Plot No. F-3, Sector 06, New Panvel East, Navi Mumbai, Raigarh-410206. Company has received the Registration Certificate of Project from Maharashtra Real Estate Regulatory Authority on March 05, 2019 and presently this project is progressing as per schedule.

4. DIVIDEND

Keeping in view the overall objective of improving Return on Capital Employed through various projects being added in Companys portfolio, the Board believes that conserving and investing the Companys capital in the many high return investment opportunities currently available instead of distributing it as a dividend will maximize shareholders value creation in the long term. The Board therefore felt that in the interest of the Shareholders, the Company should utilize the internal accruals on its projects rather than paying dividend to shareholders. The Directors have therefore not recommended any dividend for the financial year ended March 31, 2019.

5. BUY BACK OF EQUITY SHARES:

Pursuant to the approval of the Board of Directors on May 22, 2019, your Company announced the buyback of 8,14,815 equity shares of the Company representing approximately 3.75% of the total number of equity shares in the paid up capital of the Company, for an aggregate amount of र1,100 lakhs (Rupees One Thousand and One Hundred Lakh Only), being 2.68% of the total paid up equity share capital and free reserves of the Company, at a price of र135/- (Rupees One Hundred and Thirty Five only) per equity share from the existing shareholders of the Company on a proportionate basis under the Tender Offer method in accordance with the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, the Companies Act, 2013 and rules made thereunder. The process was completed on July 17, 2019 and in compliance with Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and the bye-laws framed thereunder, 8,14,814 equity shares bought back were extinguished on July 22, 2019 by reducing the issued and paid up capital of the Company.

6. TRANSFER TO RESERVES

The Company proposes to retain the entire amount of र3,509.83 lakhs in the profit and loss account. Hence no amount is transferred to General Reserve during the financial year 2018-19.

7. 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.

8. CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the corporate governance requirements as set out by Securities Exchange Board of India. 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 2018-2019 does not contain any qualification, reservation or adverse remark.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

Mr. Ashok Shivlal Rupani (Din: 00079574) appointed as an Additional Independent Director on the Board of Company w.e.f. June 30, 2018, was regularized by the shareholders at the 34th Annual General Meeting of the Company held on September 24, 2018. He has been appointed as an Independent Director of the Company for the period of 5 (Five) years with effect from June 30, 2018 and shall not retire by rotation in accordance with the provisions of Companies Act, 2013. Mr. Ashok Shivlal Rupani was appointed after confirming his independence as per Section 149(6) and Regulation 16(1) (b) of the SEBI Listing Obligations and Disclosure Requirements, 2015. As at the date of this report Mr. Ashok Shivlal Rupani has ceased to act as the Director of the Company due to his sudden demise on August 02, 2019.

During the year under review, Mr. Milan Mahendra Mehta (Din: 00003624), Independent Director of the Company had resigned from the Board of the Company w.e.f. close of business hours of September 30, 2018 due to his business pre-occupations. During his tenure, he guided the Board on various matters of business and governance. The Directors placed on record their appreciation for the valuable service of Mr. Milan Mehta and thanked him for his services to the Company.

The Board of Directors through Circular Resolution passed on December 27, 2018 has appointed Mr. Vallabh Prasad Biyani (Din: 00043358) as an Additional Independent Director on the Board of Company to hold the office up to the conclusion of ensuing Annual General Meeting of the Company. The Company has received necessary declarations from Mr. Vallabh Prasad Biyani 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"). Mr. Vallabh Prasad Biyani 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 the Annual General Meeting.

The Board of Directors at their meeting held on February 05, 2019 had approved the continuation of Directorship of Mr. Ashwin Kumar Kothari (Din: 00033730) Non-Executive Director exceeding age of 75 years pursuant to the provisions of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 subject to the approval of shareholders through special resolution. Thus in view of the provisions of Regulation 17 (1A) of the SEBI LODR Reg. 2015 the special resolution of members was obtained through postal ballot on March 28, 2019 and Directorship of Mr. Ashwin Kumar Kothari was continued with effect from April 01,2019.

As the tenure of Mr. Gaurav Shyamsukha was coming to an end on April 30, 2019, the Board of Directors after taking into account the recommendation of the Nomination and Remuneration Committee had considered and approved re-appointment of Mr. Gaurav Shyamsukha (Din: 01646181) as the Whole Time Director in the Company for a further period of 3 (three) years w.e.f. May 1, 2019. The re-appointment of Mr. Gaurav Shyamsukha is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. A brief profile and other details as required under the Act, Secretarial Standard-2 and SEBI Listing Regulations 2015 of Mr. Gaurav Shyamsukha proposed to be re-appointed is annexed to the notice convening the Annual General Meeting.

As the tenure of Mr. Vazhathara Vasudevan Sureshkumar (Din: 00053859) appointed as the Whole Time Director for a period of 5 years w.e.f 28th May, 2015 will end on 27th May, 2020 the Board of Directors at their meeting held on 7th August, 2019 after taking into account recommendation of the nomination and remuneration committee considered and re-appointed Mr. Vazhathara Vasudevan SureshKumar as the Whole Time Director for a further period of 3 years with effect from 28th May, 2020 to 27th May, 2023 subject to the approval of the members at the ensuing Annual General Meeting. A brief profile and other details as required under the Act, Secretarial Standard-2 and SEBI Listing Regulations 2015 of Mr. Vazhathara Vasudevan Sureshkumar proposed to be re-appointed is annexed to the notice convening the Annual General Meeting.

As the tenure of Mr. Harisingh Shyamsukha (Din: 00033325) appointed as the Whole Time Director for a period of 3 years w.e.f May 18, 2017 will end on May 17, 2020 the Board of Directors at their meeting held on 7th August, 2019 after taking into account recommendation of the nomination and remuneration committee considered and re-appointed Mr. Harisingh Shyamsukha as the Whole Time Director for a further period of 3 years with effect from May 18, 2020 to May 17, 2023 subject to the approval of the members at the ensuing Annual General Meeting. A brief profile and other details as required under the Act, Secretarial Standard-2 and SEBI Listing Regulations 2015 of Mr. Harisingh Shyamsukha proposed to be re-appointed is annexed to the notice convening the Annual General Meeting.

Mr. Rakesh Khanna and Mr. Suresh Tapuriah were appointed as the Independent Directors of the Company at the 30th AGM, held on September 10, 2014 for a term of 5 consecutive years. Thus pursuant to the provisions of Section 149 of the Act read with relevant rules made thereunder, an Independent Director can hold the office for a term of upto 5 consecutive years on the Board of a company, but is eligible for re-appointment on passing of a special resolution by the company, based on the report of evaluation of their performance for another term of upto 5 years. No independent director can hold office for more than two consecutive terms.

Further to the aforesaid and based on the recommendation of the Nomination and Remuneration Committee of the Company ("NRC"), the Board at its Meeting held on August 07, 2019 has approved the re-appointment of Mr. Rakesh Khanna and Mr. Suresh Tapuriah as Independent Directors for a second term of upto 5 consecutive years from September 10, 2019 to September 09, 2024, subject to the approval of the shareholders by way of a special resolution, and continuation of Mr. Rakesh Khanna and Mr. Suresh Tapuriah as the Independent Directors of the Company.

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. Rohit Kothari (Din:00054811) and Mr. Gaurav Shyamsukha (Din: 01646181) retires by rotation and being eligible have offered themselves for re-appointment.

The Board of Directors after taking recommendation of the nomination and remuneration committee passed circular resolution on June 29, 2019 and appointed Ms. Rupal Ketan Desai as the Additional Independent Women Director w.e.f June 30, 2019.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 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

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.

10. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, DIRECTORS AND CHAIRMAN

In line with the Corporate Governance Guidelines of your Company, annual performance evaluation was conducted for all Board Members, for Individual Director including Independent Directors, its Committees and Chairman of the Board. This evaluation was led by the Board as a whole on the basis of the parameters provided in the evaluation framework as approved by the Nomination and Remuneration Committee and the Board of Directors. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

Evaluation of the Board was based on criterias such as composition, skills/expertise, basis of appointment, meeting frequency of the meetings, work atmosphere, reviewing the performance of the company and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, Grievance redressal mechanism, monitoring governance and compliance issues.

Evaluation of Committees was based on criterias such as composition, adequate independence of each Committee, frequency of meetings, effective interactions and decisions, effective participation in the decision making, awareness of roles, responsibilities and terms of reference of each of the committee, and contribution to the decisions of the Board, etc.

Evaluation of Directors was based on criterias such as qualification & experience, participation and contribution in Board and Committee meetings, external knowledge for discussion, attendance at the meetings of the Board, views on discussion made at the meetings of the Board and the committee, level of confidentiality maintained at each level of management, etc.

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.

In a separate meeting of Independent Directors held on March 30, 2019, performance of non-independent directors, performance of the board as a whole and performance of the chairperson of the Company was evaluated, and the evaluation report was placed at the first Nomination and Remuneration Committee and Board Meeting held after the evaluation.

The performance evaluation report of each of Board, its committees and the Individual Directors for the year 2018-19 was placed before the Nomination and Remuneration Committee and the Board of Directors at their meeting held subsequently after the meeting at which the evaluation was conducted. 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.

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION, ETC.

The Board of Directors has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its role and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees was approved by the Board of Directors at their meeting held on March 30, 2015 which was amended by the Board and the Nomination and Remuneration Committee at their meeting held on May 22, 2019.

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 https://www.geeceeventures.com/investor-relation/policies-and-codes.aspx

12. BOARD AND AUDIT COMMITTEE MEETINGS

During the year, the Board of Directors and Audit Committee of the Company duly met 5 (Five) and 4 (Four) times respectively, 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.

As at March 31,2019, the Audit Committee was comprised with Mr. Rakesh Khanna as the Chairman, Mr. Gaurav Shyamsukha, Mr. Suresh Tapuriah and Mr. Ashok Shivlal Rupani as its members. Mr. Ashok Shivlal Rupani was appointed as the Additional Independent Director for a period of 5 consecutive years w.e.f June 30, 2018 by the Board of Directors at their meeting held on June 30, 2018 after taking into account recommendation of the Nomination and Remuneration Committee and was also appointed as the member of the Audit Committee w.e.f. June 30, 2018. Accordingly at the 34th AGM, he was appointed as the Independent Director for a period of 5 consecutive years w.e.f June 30, 2018 by the members. However due to sudden demise of Mr. Ashok Shivlal Rupani on August 02, 2019 he had ceased to act as the Director on the Board of the Company and had accordingly ceased to be the member of the Audit Committee.

There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. The maximum interval between both the two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

13. FAMILIARIZATION PROGRAMME TO INDEPENDENT DIRECTORS

The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through presentations. The Independent Directors are also familiarized with the strategy, operations and functions of the Company its Business Overview, Revenue from each business operation, roles and responsibilities of the Independent Directors and about the amendments and changes in the statutory provisions regulating the Company.

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.aspx

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

14. 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 Companys 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

15. DIRECTORS RESPONSIBILITY STATEMENT

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 Companys internal financial controls were adequate and effective during the financial year ended March 31, 2019.

Accordingly, pursuant to Section 134(3) (c) and 134 (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 March 31, 2019, 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.

16. AUDITORS

16.1 Statutory Auditors

In view of the mandatory rotation of auditors requirement and in accordance with the provisions of Companies Act, 2013, M/s. MRB & Associates, Chartered Accountants (Firm Registration No. 136306W) were appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of Thirty - Third (33rd) Annual General Meeting till the conclusion of Thirty-Eighth (38th) AGM Annual General Meeting of the Company 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 May 07, 2018, has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing 35th Annual General Meeting.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI. The Auditors attend the Annual General Meeting of the Company.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended March 31, 2019 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.

16.2 Secretarial 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 March 31, 2019. 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".

16.3 Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on August 07, 2019, has approved the appointment of M/s. Kishore Bhatia & Associates, Practicing Cost Accountants as the Cost Auditors for the Company for the financial year ending March 31, 2020 at a remuneration of र88,000/- (Rupees Eighty Eight Thousand only) plus applicable taxes and out of pocket expenses on actuals. A proposal for ratification of remuneration of the Cost Auditor for the financial year 2019-20 is placed before the shareholders at the ensuing Annual General Meeting.

The Report of the Cost Auditors for the financial year ended March 31,2019 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period. The Cost Audit Report would be filed with the Central Government within the prescribed timelines.

The provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2019.

17. 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 2018-19, expenditure in foreign currencies in terms of actual outflow amounted to र81.01 Lakh (Previous Year र40.56 Lakh). The Company has not earned any foreign exchange during the year.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to the provisions of Section 197(12) and (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- Geecee Fincap Limited (Formerly known as GCIL Finance Limited).

In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said Annexure is available for inspection by the Members at the registered office of the Company during the business hours on any working day of the Company till the date of the ensuing AGM. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office address. Such details are also available on your Companys website: http://www.geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx

The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the Policy on Directors appointment and remuneration for Directors, KMPs and other employees and is in accordance with the requirements of the Act and SEBI Listing Regulations.

19. HUMAN RESOURCES DEVELOPMENT

Your Company recognizes that its people are key to the success of the organization and thus implements new initiatives to train and motivate them. Your Company continued to make substantial investments in human capital to meet its growth targets. The Companys business is managed by a team of competent and passionate leaders capable of enhancing your Companys standing in the competitive market. The Companys focus is on unlocking the people potential and further developing their functional, operational and behavioural competencies. The relations with all employees of the Company remained cordial and there were no significant issues outstanding or remaining unresolved during the year. The Board of Directors and the Management wishes to place on record their appreciation of the efforts put in by all the employees. Your companys closing headcount for the FY 2018-19 was 48.

20. INFORMATION REQUIRED UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Further, the Company has also constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where employees can register and redress complaints pertaining to sexual harassment. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity. The details with respect to the Internal Complaints Committee have been disclosed in the Corporate Governance Report under the heading "Other Disclosures". During the FY 2018-19, the Committee had not received any complaints.

21. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arms 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. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

The Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

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 https://www.geeceeventures.com/investor-relation/policies-and-codes.aspx

The Related Party Transactions Policy which was formulated in the year 2014, was amended on May 23, 2018 and has been further amended and approved by the Audit Committee and the Board of Directors at their meetings held on May 22, 2019.

22. 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. 10 forming part of the standalone financial statements.

23. DEPOSITS FROM PUBLIC

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

24. 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. The Details in respect of buyback of equity shares has been provided in this report under the heading Buy Back of Equity Shares.

25. 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.

26. EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92 (3) of the Companies Act, 2013,an extract of the Annual Return in Form MGT-9 is attached as "Annexure-B to this Report.

The Extract of Annual Return can also be accessed at the website of the Company at https://www. geeceeventures.com/investor-relation/financial-results-and-annual-report.aspx

27. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As at March 31,2019 the Company had 5 subsidiaries out of which 2 are direct and 3 indirect subsidiaries, the details of which are as provided as under:

A. SUBSIDIARY COMPANIES

DIRECT

a) GeeCee FinCap Limited (Formerly known as GCIL Finance Limited) (GCFL): GeeCee FinCap Limited (Formerly known as GCIL Finance Limited) is a wholly owned subsidiary of the Company operating as the non-deposit taking Non-Banking Financial Company (NBFC). The business of this subsidiary is primarily of lending to the other body corporates and concerns engaged in the real estate business. This subsidiary also invests its surplus fund in the risk free interest bearing financial instruments. GCFL reported total revenue of र478.53 Lakhs (र1,729.12 Lakhs in 2017-18) and Profit after tax of र153.29 Lakhs (र103.22 Lakhs in 2017-18) for the period under review.

b) GeeCee Business Private Limited: (GBPL) This subsidiary is primarily engaged in the business of advisory services relating to Capital Market. It reported total revenue of र49.55 Lakhs (र3.71 Lakhs in 2017-18) for the period under review and Profit after tax of र2.52 Lakhs (र-30.38 lakhs in 201718).

INDIRECT SUBSIDIARIES

c) OLDVIEW AGRICULTURE PRIVATE LIMITED: This is the Wholly Owned Subsidiary (WOS) of GeeCee FinCap Limited (Formerly known as GCIL Finance Limited). GeeCee Ventures Limited indirectly holds shares in this Company. There was no revenue generated during the year however due to operative expenses it made net loss of र0.08 Lakhs (र0.09 Lakhs in 2017-18) during financial year 2018-19.

d) NEPTUNE FARMING PRIVATE LIMITED: This is the Wholly Owned Subsidiary (WOS) of GeeCee FinCap Limited (Formerly known as GCIL Finance Limited). GeeCee Ventures Limited indirectly holds shares in this Company. There was no revenue generated during the year however due to operative expenses it made net loss of र0.11 Lakhs (र0.14 Lakhs in 2017-18) during financial year 2018-19.

e) RETOLD FARMING PRIVATE LIMITED: This is the Wholly Owned Subsidiary (WOS) of GeeCee FinCap Limited (Formerly known as GCIL Finance Limited). GeeCee Ventures Limited indirectly holds shares in this Company. There was no revenue generated during the year however due to operative expenses it made net loss of र43.91 Lakhs (र0.17 Lakhs in 2017-18) during financial year 2018-19.

B. LIMITED LIABILITY PARTNERSHIPS (LLPs)

a) GEECEE NIRMAAN LLP: This LLP has two partners with GeeCee Ventures Limited holding 75% and Nirmaan Life Space LLP holding 25% of the total contribution to the corpus of the LLP. Since the control of this LLP lies with both the partners, the LLP is a Joint Venture Company in terms of Section 2(6) & 2(27) of the Companies Act, 2013. There were no business operations carried out and thus no revenue was generated during the year by this LLP.

b) GEECEE COMTRADE LLP: During the year GeeCee Comtrade LLP was incorporated on 01st February, 2019 with GeeCee Ventures Limited and GeeCee Business Private Limited (GBPL) as its partners. The Company has contributed 99% and GBPL 1% of the total contribution to the corpus of the LLP. The first financial year of this LLP was closed on 31st March, 2019 and has been considered in the consolidation of the financial statements of the Company. Due to operative expenses this LLP made net loss of र0.05 Lakhs during the year 2018-19.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. However there is one Joint Venture as provided above. During the year no new subsidiary was incorporated nor had any subsidiary ceased to exist.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect ofsubsidiaries, are availableonthe website ofthe Companyhttps://www.geeceeventures.com

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys 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.

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 https://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 Companys registered office.

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

28. MATERIAL SUBSIDIARIES

As required under Regulations 16(1) (c) and 46 of the SEBI Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries ("Policy"). The details of the Policy are available on the website of the Company https://www.geeceeventures.com/investor-relation/policies-and-codes.aspx during the year 2018-19 there were no material subsidiaries of the Company.

29. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Act, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing AGM of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) under Section 133 of the Act.

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.

On a consolidated basis the revenue from operations for FY 2019 is र15,050.62 lakhs and र602.52 Lakhs as other income. Net Profit before tax is र4,537.53 lakhs for the current year as compared to र3,023.11 lakhs for the previous year.

30. 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

Other than the above, there is one non-mandatory Committee of Board of Directors i.e. Executive Committee to carry out the functions of the Board of Directors under Section 179 (3) (d) to (f) in order to to ensure smooth functioning of the business activities. The details of constitution of the Committee, meetings held and attended during the year has been provided as part of the Corporate Governance Report.

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

31. 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.

32. 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 र5 Lakhs (Rupees Five Lakhs) towards CSR expenditure.

During the year, the Company received many proposals and also diligently looked at many recognized philanthropic activities which duly qualify for CSR as per schedule VII of Companies Act, 2013, and placed before the CSR Committee numerous projects, plans and programmes of various organizations, however, the Committee was not able to firm up any appropriate, credible and reliable source for effective CSR spending, other than the two programmes, where it made contributions to. The Company is in the process of ascertaining more activities and causes, therefore, the total amount, as per limits prescribed under the Companies Act, 2013 could not be spent and र57.58 lakhs remained unspent.

The CSR activities are scalable with few new initiatives that may be considered in future and moving forward, the Company will endeavor to spend the complete amount on CSR activities in accordance with the prescribed limits. Company is continuously evaluating new avenues and meeting with different people for CSR projects and looking for new projects so that Company can spend full amount as per the prescribed limits.

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2018-19, 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.

33. MAINTAINANCE OF COST RECORDS AND COST AUDIT

In respect of FY 2018-19, your Company was required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 for the Construction industry and electricity supply and accordingly such accounts and records were made and maintained by the Company. 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 2018-19 was placed before Board of Directors at their meeting held on August 07, 2019. The Cost Audit Report did not contain any qualification, reservation or adverse remark.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee.

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 standalone financial statement for the year ended March 31,2019.

35. 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.

36. DEPOSITORY SYSTEM

The Companys Equity Shares are compulsorily tradable in electronic form. As on March 31, 2019, out of the Companys total equity paid-up share capital comprising of 2,17,26,543 Equity Shares, only 115 Equity Shares were in physical form and the remaining capital is in dematerialized form. As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/ LADNRO/ GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. Therefore, Members are requested to take necessary action to dematerialize their holdings.

37. ACKNOWLEDGMENTS

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 Companys executives, staff and workers.

For and on behalf of the Board of Directors
GeeCee Ventures Limited
Ashwin Kumar Kothari
Chairman
Mumbai, August 07, 2019 (Din: 00033730)