Geekay Wires Director Discussions


Dear Members,

The board of Directors are pleased to present the 34th Annual Report on the business and operations of the Company together with the Standalone Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULT

Financial results of your Company for the year ended 31st March 2023 are summarized below:

Amount (In Lakhs)

PARTICULARS

2022-23 2021-22

Income from Operations

39,933.06 25,788.03

Other Income

2101.58 1414.88

Total Revenues

42,034.64 27,201.90

Operating expenditure

37,213.42 24,823.89

Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)

4,821.22 2,378.01

Finance costs

642.85 747.90

Depreciation and amortization expense

407.51 349.97

Profit before exceptional item and Tax

3,770.86 1280.07

Exceptional Item

(298.08) -

Profit before Tax (PBT)

3,472.78 1280.07

Tax expense

1,029.86 380.56

Profit after Tax (PAT)

2442.91 899.51

2. COMPANYS PERFORMANCE

During the Financial Year 2022-23:

1. The Companys revenue from operations for FY 2022-23 was Rs. 39,933.06 Lakhs as compared to Rs. 25,788.03 Lakhs in the previous year, an increase by 54.85% over the previous year. During the year under review, your company focused on profitable operations on site in respect to manufacturing division. This enabled the company to increase the turnover and profitability.

2. The Companys profit before exceptional items and tax was Rs. 3,770.86 Lakhs during the year compared to Rs. 1280.07 Lakhs in the previous year, an increase of 194% over the previous year.

3. The Company earned a net profit after tax of Rs. 2442.91 Lakhs as against a net profit after tax of Rs. 899.51 Lakhs in the previous year, an increase of 171.58% over the previous year.

3. DIVIDEND

The Board of Directors at their meeting held on Thursday, August 31, 2023, has recommended payment of Rs. 2.70/- per equity share as dividend on the paid up equity share capital of the Company for the financial year ended 31st March, 2023. The payment of dividend is subject to the approval of the shareholders at the ensuing 34th Annual General Meeting (AGM) of the Company.

5. SHARE CAPITAL

The Authorized & Paid-up Equity Share Capital as on March 31, 2023 was Rs. 10,60,00,000/- divided into 1,06,00,000 Equity Shares of Rs. 10/- each & Rs. 10,45,20,000/- divided into 1,04,52,000 Equity Shares of Rs. 10/- each respectively. During the year under review, the Company has not issued any securities.

5. TRANSFER TO RESERVES

The Board of Directors declared final dividend for the year under review from part of the Profit & balance profit transferred to the Reserves.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2023

There was no change in composition of Board of Director of the Company during the year.

The details of director as on 31.03.2023 are as under:

Sr. No. name

DESIGNATION

1. GHANSHYAM DASS

Chairman & Managing Director

2. ASHISH KANDOI

Whole time Director

3. ANUJ KANDOI

Whole time Director

4. SHWETHA KABRA

Independent Director

5. TARA DEVI VEITLA

Independent Director

6. BHAGWAN DASS BHANKHOR

Independent Director

7. SUBSIDIARY & ASSOCIATE COMPANIES

During the period under review, the Company has no Subsidiaries, Joint Venture or Associates.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has made an investment of Rs. 2.80 crores in ASP PVT LTD, Further, the Company has not given any loans or corporate guarantee or provided any security during the year. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

9. DEPOSITS

The Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31st March, 2023.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and details are provided in form AOC- 2 as "Annexure- A" to this report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at note no.12 to the standalone financial statements forming part of this Annual Report.

The Company has a policy on Related Party Transactions in place which is in line with the Act and the Listing Regulations and the same is also available on the Companys website at www.geekaywires.com.

11. INTERNAL FINANCIAL CONTROLS

The Companys internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the organizations pace of growth and achieving its objectives efficiently and economically.

The internal controls and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits by the Internal Audit department. Post-audit reviews are also carried out to ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems. The ultimate objective being a Zero Surprise, Risk Controlled Organization.

The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials are disclosed after due validation with the statutory auditors and the Audit Committee. Independence of the Internal Auditors is ensured by way of direct reporting to the Audit Committee.

Further details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retire By Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashish Kandoi, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

Declaration From Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Directors Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Mr. Ghanshyam Dass (Chairman & Managing Director), Mr. Ashish Kandoi (Whole Time Director), Mr. Anuj Kandoi (Whole Time Director), Mr. Abhijit Suresh Patki (Chief Financial Officer) and Mr. Sanjay Kumar Prajapati (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company as on March 31, 2023.

*Ms. Sonu Kumar, Company Secretary resigned with effect from 04.08.2022 and the Board of Directors vide its meeting dated 05th August 2022 has appointed Ms. Shweta Singh as Company Secretary & Compliance Officer of the Company thereafter Ms. Shweta Singh resigned with effect from 11.10.2022 and the Board of Directors vide its meeting dated 08th February 2023 has appointed Mr. Sanjay Kumar Prajapati as Company Secretary & Compliance Officer of the Company.

13. DETAILS OF REMUNERATION TO DIRECTORS

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure-B" to this Report.

14. GOVERNANCE AND COMPLIANCE

The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines cover aspects related to composition and role of the Board, Chairperson and Directors, Board diversity, definition of independence, Director Term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position, including expert knowledge expected is communicated to the appointee.

During the year under review, the Board has also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company and mapped with each of the Directors on the Board. The same is disclosed in the Report of Corporate Governance forming part of the Annual Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an Independent Director if he/she meets with the criteria for Independent Director as laid down in the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act, Listing Regulations and Governance Guidelines, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India (SEBI).

In a separate Meeting, the independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairperson taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors.

The same was discussed in the Board Meeting that followed the Meeting of the independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization.

They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

15. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The same is displayed on the website of the company www.geekaywires.com.

16. BOARD AND COMMITTEE MEETINGS

During the year, 14 (Fourteen) Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act. The details of Board Meetings and various Committee Meetings along with their composition and attendance are disclosed in the Report of Corporate Governance forming part of the Annual Report as "Annexure - E".

17. 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, Cost and Secretarial Auditors, including audit of the 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 FY 2022-23.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they 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;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

CSR isnt just a particular program, its what your Company do every day, maximizing positive impact on society and thus helping people to be happier. Your Company undertook enumerable initiatives. The detailed Annual Report on our CSR activities pursuant to Rule 8 of the Companys (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure "F" forming part of this Report.

19. EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT

TheCompanyhasalwaysprovidedacongenialatmospherefor worktoallemployeesthatisfreefromdiscrimination of an ykind.It has provided equal opportunities of employmentto all withoutregardtonationality, religion, caste, colour, language, marital status and sex.The Company has also framed policy on .Prevention of Sexual Harassment. at th e workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are comp liant with the law of the land wherever we operate.With the objective of providing a safe working environment to all employees (permanent, contractual, temporary, trainees) the company has formulated a policy, the said policy is available on the website of the Company.

During the year under review, the Company has not received any complaint.

20. VIGIL MECHANISM/WHISTLEBLOWER POLICY

As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for directors and employees to report genuine concerns. The Company has a Vigil Mechanism and a Whistleblower Policy in place to enable its Directors, employees and its stakeholders to report their concerns, if any. The said Policy provides for:

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of the Company.

The Company believes in the conduct of the affairs of its constituents by adopting the highest standards of professionalism, honesty, integrity and ethical behavior, in line with the Companys Code of Conduct. All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law.

Details of the Vigil Mechanism and Whistleblower policy are made available on the companys website at https://www.geekaywires.com

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

22. AUDIT AND AUDITORS Statutory Auditors:

M/s M.M. Palod & Co., Chartered Accountants (ICAI Firm Registration No. 006027S), Hyderabad, were appointed as the Statutory Auditors for a period of 5 years from the conclusion of 32nd AGM till the conclusion of 37th AGM of the Company.

The Audit Report of M/s. M.M.Palod & Co., Chartered Accountants, Hyderabad on the Financial Statements of the Company for FY 2022-23 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

Your company has appointed M/s. KJU & Associates (FRN 000474) as Cost Auditors to give cost audit report for F.Y 2022-23. There has been no qualification, reservation, adverse remark or disclaimer given by the Cost Auditors in their Report.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors re-appointed M/s. KJU & Associates (FRN 000474), being eligible, to conduct Cost Audits of the Company for the year ending March 31, 2024.

The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s. KJU & Associates as set out in the Notice of the 34rdAGM of the Company.

Secretarial Auditors:

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Kashinath Sahu, Proprietor of Kashinath Sahu & Co, Company Secretaries in Practice (CP No. 4807), Hyderabad have been appointed as Secretarial Auditors of the Company.

The report of the Secretarial Auditors is enclosed as "Annexure-H". There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

24. ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for the financial year ended March 31, 2023 has been uploaded on the website of the Company i.e. https://www.geekaywires.com

25. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as "Annexure-C" o this report.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

There are two employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors Report as "Annexure- B".

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under the Listing Regulations, forms part of the Annual Report as "Annexure-D".

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of last seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

30. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents

31. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality. The policy is displayed at the company website www.geekaywires.com

32. CORPORATE GOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining the good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance along with the Auditors Certificate thereon is enclosed as per "Annexure- E" to this report.

33. INSIDER TRADING REGULATIONS

The requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Geekay Wires Limited at the time when there is unpublished price sensitive information.

34. DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE669X01016.

35. PARTICULARS OF INTER CORPORATE LOANS, GUARANTEES OR INVESTMENTS

The particulars of Inter Corporate Loans and investments of the Company have been provided in the Notes to the Financial Statements.

36. STATUS OF LISTING FEES

Listing Fees for the Financial Year 2022-23 have been duly paid NSE, where Companys shares are listed and there are no dues outstanding and payable.

37. CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the various mandatory policy including Dividend Distribution Policy (https://www.geekaywires.com/pdf/policy/dmdend-distribution- policy.pdf) and others policy(ies) are also available on the Companys website https://www.geekaywires.com/policy.php

38. ACKNOWLEDGEMENTS

The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, business partners, shareholders and other stakeholders without whom the overall satisfactory performance would not have been possible.

For and on behalf of the Board of Directors

SD/- M/s Geekay Wires Limited SD/-

Place: Hyderabad

Date: 31-08-2023

(Ghanshyam Dass) (Ashish Kandoi)
Chairman & Managing Director Whole Time
Director DIN:01539152 DIN: 00463257