|
Dear Members,
The Board of Directors are pleased to present to the shareholders and
stakeholders the 41st (Forty-first) report of the business and operations of the Company, Geecee
Ventures Limited (the Company or GCVL) along with the Audited
Financial Statements, for the financial year ended March 31, 2025. This report
provides a comprehensive overview of the Company's strategic initiatives, financial
performance, operational achievements and key challenges faced during the fiscal year,
along with insights into the Company's future growth trajectory.
The consolidated performance of the Company and its subsidiaries has
been referred to wherever required.
1. FINANCIAL RESULTS:
The Company's performance during the financial year ended March
31, 2025 as compared to the previous financial year is summarized below:
( in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
|
(FY 2025) |
(FY 2024) |
(FY 2025) |
(FY 2024) |
| Income from Operations |
12,693.09 |
9,373.08 |
13,501.79 |
9,667.92 |
| Other Income |
38.26 |
24.36 |
56.17 |
43.03 |
Revenue from Operations (Gross) including |
12,731.35 |
9,397.44 |
13,557.96 |
9,710.95 |
Other Income |
|
|
|
|
| Operating Expenses |
7,360.15 |
5,123.02 |
7,418.80 |
5,171.34 |
Operating Profit (EBITDA) |
5,371.20 |
4,274.42 |
6,139.16 |
4,539.61 |
| Less: Financial Costs |
55.03 |
6.48 |
55.07 |
6.48 |
| Less: Depreciation / Amortization |
196.19 |
173.12 |
216.00 |
194.83 |
Profit before share of Profit/(Loss) of
associate and tax |
5,119.98 |
4,094.82 |
5,868.09 |
4,338.30 |
| A Less: Share of Profit/(Loss) of (net of
tax) |
- |
- |
(0.02) |
(0.06) |
Profit before tax |
5,119.98 |
4,094.82 |
5,868.07 |
4,338.24 |
| Less: Tax Expenses |
981.14 |
513.80 |
1,193.08 |
616.17 |
Net Profit for the tax |
4,138.84 |
3,581.02 |
4,674.99 |
3,722.07 |
| Other Comprehensive Income/(Expense) (OCI) |
9,072.74 |
4,743.26 |
9,232.96 |
5,100.39 |
Total Comprehensive Income/(Expense) for
the year |
13,211.58 |
8,324.28 |
13,907.95 |
8,822.46 |
| EPS (Basic per share of face value of 10/-) |
19.79 |
17.12 |
22.36 |
17.80 |
| EPS (Diluted per share of face value of 10/-) |
19.79 |
17.12 |
22.36 |
17.80 |
2. NATURE OF BUSINESS:
The Company is primarily engaged in real estate development,
encompassing both residential and commercial projects. In addition to its core business,
the Company strategically invests surplus funds in equity instruments, risk-free
inter-corporate deposits, and other interest-bearing financial instruments.
A minor portion of the Company's income is also derived from its
wind power division, which has been operational since 2010 in the Jodhpur district of
Rajasthan. There was no change in the nature of business of the Company during the year
under review.
3. FINANCIAL AND BUSINESS PERFORMANCE: I. Company's
Segmental Financial Performance: standalone
During the financial year 2024-25, the Company earned total revenue of
12,731.35 lakhs as compared to 9,397.44 lakhs in the previous year. Out of the total
revenue the Company has earned 9,373.28 lakhs from real estate activities, 3,128 lakhs
from financial services activities and 191.81 lakhs from wind power generation as compared
to 6,106.22 lakhs, 3,007.59 lakhs and 259.27 lakhs from real estate, financial services
activities and wind power generation respectively in the previous year. The Company
reported Profit after taxes in 2024-25 of 4,138.84 lakh as compared to profit after tax of
3,581.02 lakhs in 2023-24.
Consolidated
On a consolidated basis, the revenue of the Company during the
financial year 2024-25 is 13,557.96 lakhs as compared to 9,710.95 lakhs in the previous
year. The Net Profit before tax for the current financial year has increased to 5,868.07
lakhs, reflecting a notable growth when compared to 4,338.24 lakhs recorded in
thepreviousyear.Thissignifies profitability, year-on-yearimprovementin indicating
positive financial performance.
II. Company's Overall Business:
Geecee Ventures Limited primarily operates across the following
business verticals:
REAL ESTATE:
According to the Government of India, Press Information Bureau,
India's Gross Domestic Product
(GDP) grew 6.5% in FY 2024 25, the highest among major economies. This
makes India one of the fastest growing major economies in the world. The
sector'ssignificantcontribution to India's
GDP has made it one of the primary drivers of the country's
economic growth. The earlier report by the Confederation of Real Estate Developers'
Association (CREDAI) states the real estate sector is expected to touch the market size of
$1.3 trillion (13.8% of projected GDP) by FY 2034 and $5.17 trillion (17.5% of projected
GDP) by FY 2047.
During the FY 2024-25, the Company achieved a healthy volume of sales
from its ongoing real estate projects as compared to previous year, reflecting strong
market demand and operational execution. These developments underscore the Company's
strategic focus on growth and diversification while maintaining efficient project
management and delivery timelines.
The re-development project "Laxmi Kunj" located at Juhu was
successfully completed and full
Occupancy Certificate (OC) with respect to the said project was
received on November 25, 2024. The "Geecee Emerald" project at Kharghar
has achieved 75% completion and continues to progress with the scheduled timeline. The
completion is anticipated in the year 2027. Work on project "The Mist Phase
III" located at Karjat is proceeding smoothly, with 35% of the construction
completed.
In addition, the Company has capitalized on the opportunity and secured
two new re-development projects, both of which have been successfully registered under
MahaRERA. The project "Evana by Geecee" at Bandra received its
Commencement Certificate (CC) on March 24, 2025. Similarly, the project "Sapphire
by Geecee" situated in Andheri received its CC on April 8, 2025. Both projects
are advancing as planned and are expected to be completed within their respective
timelines.
Other than the above on-going projects, the Company is continuously
endeavoring to identify and start newer projects.
Financial services BUSINESS:
The Company maintains a substantial pool of liquid assets and actively
identifies opportunities to invest these funds in a highly efficient manner. It evaluates
attractive investment prospects, including equity instruments, risk-free inter-corporate
deposits, and interest-bearing financial instruments. The
Company is committed to optimizing returns on surplus funds while
adhering to prudent investment guidelines, with a strong emphasis on managing credit risk
to ensure the highest quality within its investment and financing portfolio.
WIND POWER GENERATION:
The Wind Power Division of the Company commissioned its operation in
2010 with the installation of 5.35 MW Wind Turbine Generators (WTGs) in Jodhpur District
of Rajasthan, a region known for its strong wind potential. The entire power generated
from these wind turbines is supplied to the power deficit state of Rajasthan.
4. share Capital:
During the financial year 2024-2025, the Authorized Share Capital of
the Company stood at 50,50,00,000 divided into 5,05,00,000 Equity Shares of 10 each. There
was no change in the Authorized Share Capital of the Company during the year under review.
Further, during the financial year 2024-2025, the Company had not
issued / allotted any shares, thus there was no increase or decrease in the issued,
subscribed and paid-up share capital of the Company. The issued, subscribed and paid-up
equity share capital of the Company as at March 31, 2025 stood at 20,91,17,290/- (Twenty
Crores Ninety-One Lakhs Seventeen Thousand Two Hundred and Ninety Rupees) comprising of
2,09,11,729 Equity Shares of 10/- each.
5. dividend To shareholders:
Taking into consideration the stable performance of the Company and in
recognition of the trust in the management by the members of the Company, the Board of
Directors are pleased to recommend a dividend for the year ended March 31, 2025 at the
rate of 2 per equity share, i.e. 20% on the equity share of the Company of face value of
10 each, fully paid up in their Board meeting. The dividend would be payable out of
retained earnings on receiving approval from the shareholders of the Company at the
forthcoming Annual General Meeting.
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the shareholders effective from April 1, 2020 and the Company is required to
deduct tax at source from dividend paid to the members at prescribed rates as per the
Income Tax Act, 1961.
6. UNPAID/ UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF:
Kindly refer to the section on Corporate Governance, under head
Unclaimed and Unpaid Dividends', and transfer to Shares of IEPF' for the
amounts of unclaimed and unpaid dividends lying with the Company. Members who have not yet
received / claimed their dividend entitlements are requested to contact the Company or the
Registrar and Transfer Agent of the Company. Pursuant to the provisions of Section 124 (5)
and (6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 including amendments made thereunder,
all the dividend remaining unpaid / unclaimed for a period of seven years from the date of
transfer to the unpaid dividend account shall be transferred by the Company to the Fund
established under sub-section (1) of section 125 and also the shares in respect of such
unpaid dividends years shall be transferred by the Company in the name of Investor
Education and Protection Fund (IEPF).
With regards to the dividend declared pertaining to the F.Y 2017-18,
88,304, along with 2,700 shares that had remained unclaimed by shareholders for seven
consecutive years, were required to be transferred to the Investor Education and
Protection Fund within 30 days of the amounts becoming due. The due date for this transfer
was December 25, 2024. However, with the assistance of the Registrar and Share Transfer
Agent (RTA), MUFG Intime India Private Limited, the Company completed the transfer of the
unpaid dividend on December 03, 2024, and the transfer of the unclaimed shares was carried
out on December 21, 2024.
Additionally, following the financial year 2017-18, the Company
declared dividend for the financial year 2020-21. The due date for transferring any
unclaimed dividend and shares related to F.Y 2020-21 to the
Investor Education and Protection Fund (IEPF) is November 30, 2028.
Members can claim from IEPF Authority their dividend entitlements
and/or shares transferred to IEPF by the Company.
7. Corporate governance:
Since its inception, the Company has upheld the highest standards of
corporate governance. We demonstrate an unwavering commitment to transparency, integrity,
and ethical conduct in all our business dealings. A separate report on Corporate
Governance is provided together with Certificate from the Secretarial Auditor of
the Company regarding compliance conditions of Corporate Governance as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations). The Company is committed to transparency in all its dealings and places high
emphasis on business ethics.
For the financial year ended March 31,
2025,theSecretarialAuditors'Certificatedoes not contain any qualification,
reservation or adverse remarks. This underscores our steadfast dedication to good
governance, probity and regulatory compliance.
8. Transfer To reserves:
The Company proposes to retain the entire amount of 37,427.82 lakhs in
the Profit and Loss Account. Hence no amount is transferred to General Reserve during the
financial year 2024-2025.
9. Management Discussions and analysis report:
The Management Discussion and Analysis for the year under review as
stipulated under Regulation 34(2) read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
Listing Regulations), is presented in a separate section forming part of this Annual
Report. The shareholders may refer to the Management Discussion and Analysis section of
this Annual Report for comprehensive insight into the Company's operating
environment, including industry dynamics, business performance, risk factors, strategic
outlook and the efficacy of internal control mechanisms.
10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
Pursuant to the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company is duly constituted with an
optimal composition of Executive and Non-Executive Directors, including Independent Women
Directors. The Board comprises individuals with diverse backgrounds, skills, expertise and
experience, collectively contributing to effective oversight and strategic guidance. This
composition ensures adherence to the highest standards of corporate governance. A detailed
list of the Company's Directors is provided in the Corporate Governance Report. The
Board functions in a professional and transparent manner, upholding the principles of
accountability, integrity, and compliance.
Appointment and Cessation
During the year under review, Mr. Rakesh Khanna (DIN: 00040152) and Mr.
Suresh Tapuriah (DIN: 00372526), Non-Executive Independent Directors ceased to be the
directors of the Company due to completion of their term of Directorship effective from
September 10, 2024. Also, Mr. Harisingh Shyamsukha (DIN: 00033325), Whole-Time Director
and Mr. Ashwin Pannalal Kothari (DIN: 00033730), Non-Executive Director of the Company
resigned with effect from August 07, 2024.
Mr. Gaurav Shyamsukha (DIN: 01646181) was re-appointed as Whole-Time
Director in the 40th Annual General Meeting held on September 19, 2024 for a period of 3
(three) years with effect from May 01, 2025 to April 30, 2028. Also, at the 40th Annual
General Meeting held on September 19, 2024, Ms. Neha Bandyopadhyay (DIN: 08591975) was
re-appointed as the Non-Executive Independent Director for another term of 5 (five)
consecutive years commencing from October 31, 2024 upto October 30, 2029 as her 1st term
of five consecutive years completed on 30th October, 2024.
During the year under review, the Nomination and Remuneration Committee
and the Board of Directors of the Company at their respective meetings held on February
04, 2025, has re-designated and appointed Mr. Gaurav Shyamsukha (DIN: 01646181) as the
Managing Director of the Company for a period of 3 (three) years with effect from February
01, 2025 to February 01, 2028 and approval of the shareholders of the Company was duly
secured through postal ballot on March 14, 2025.
Pursuant to the recommendations of the Nomination & Remuneration
Committee, the Board had in its meeting held on July 03, 2025, approved the following,
subject to the approval of the members at the ensuing Annual General Meeting:
Re-appointment of Ms. Rupal Anand Vora (DIN: 07096253) as the
Non-Executive Independent Director for another term of 5 (five) consecutive years
commencing from August 13, 2026 upto August 2031 as her 1st term of five consecutive years
will be completed on August 12, 2026;
Re-appointment of Mr. Sureshkumar Vasudevan Vazhathara Pillai (DIN:
00053859) as the Whole-
Time Director for a period of 3 (three) years commencing from May 28,
2026 upto May 27, 2029 as his tenure will be completed on May 27, 2026 Other than the
above, no other appointment was recommended by the Board of Directors.
In the opinion of the Board, all the Directors possess the requisite
qualifications, possess extensive experience and expertise and exemplify the highest
standards of integrity and professionalism. Also, none oftheDirectorsaredisqualified under
the applicable provisions of the Act and Securities and Exchange Board of India
(the SEBI).
Retire by Rotation
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) retires by rotation and being eligible has offered himself for
re-appointment.
Key Managerial Personnel
Pursuant to sections 2 (51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
following are the details pertaining to the Key Managerial Personnel (KMP') of
the Company as on the date of the report:
Mr. Gaurav Shyamsukha Managing Director;
Mr. Sureshkumar Vasudevan Vazhathara Pillai Whole-Time Director;
Mr. Vidit Dhandharia Chief Financial Officer;
* Ms. Dipyanti Jaiswar - Company Secretary and Compliance Officer;
^ Ms. Darshana Jain - Company Secretary and Compliance Officer; and
# Mr. Girish Daiya - Chief Operating Officer Real Estate.
* Ms. Dipyanti Jaiswar (Membership No. ACS A41024), Company
Secretary and Compliance Officer, has resigned from the services of the Company with
effect from April 15, 2025 to pursue better career opportunity outside the Organization
and thus is not associated with the Company as at the date of this report.
^ Appointment of Ms. Darshana Jain, a qualified Company Secretary
(Membership. No. A73425) as Company Secretary and Compliance Officer of the Company with
effect from July 03, 2025.
# Appointment of Mr. Girish Daiya who is Chief Operating Officer Real
Estate of the Company as Key
Managerial Personnel with effect from July 03, 2025 within the meaning
of Section 2(51)(v) of the Companies Act, 2013.
There were no changes in the Directors or Key Managerial Personnel of
the Company except as mentioned herein above.
Independent Directors
As per the provisions of the Act, the Independent Directors are not
liable to retire by rotation. Pursuant to
Section 149 (7) of the Act, the Company has received declarations from
all Independent Directors confirming that they meet the criteria of independence as
specified in Section 149 (6) of the Act, as amended, read with rules framed thereunder and
Regulation 16 (1) (b) of the Listing Regulations. In terms of Regulation
25 (8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence and that they
are independent of the Management. The Board of Directors of the Company have taken on
record the declaration and confirmation submitted by the Independent Directors after
undertaking due assessment of the veracity of the same.
The Board is of the opinion that all the Independent Directors possess
the requisitequalifications,experience, expertise, skills and they hold high standards of
integrity. Further all those Independent Directors who are required to undertake the
online proficiency self assessment test as contemplated under Section 150 (1) of the
Companies Act, 2013 and applicable rules thereunder have passed such test.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule
IV to the Act and have also confirmed that their registration with the
databank of Independent Directors maintained by the Indian Institute of Corporate Affairs
is in compliance with the requirements of the
Companies (Appointment and Qualifications of Directors) Rules, 2014.
11. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, DIRECTORS AND
CHAIRMAN:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance and that of its Committees as well as
performance of the Directors individually. Feedback was sought by way of a structured
questionnaire covering various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, Board culture, execution and performance
of specific duties, obligations and governance and the evaluation was carried out based on
responses received from the Directors.
In line with the corporate governance guidelines of the Company, annual
performance evaluation was conducted for all the Board Members, for Individual Directors
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 criteria's such as
composition, skills / expertise, basis of appointment, 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, adequacy and timeliness
of the Agenda and Minutes circulated, comprehensiveness of the discussions and
constructive functioning of the Committees, review of performance of Executive Directors,
Grievance redressal mechanism, monitoring governance and compliance issues.
Evaluation of Committees was based on criteria's 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 committees and contribution
to the decisions of the Board, etc.
Evaluation of Directors was based on criteria's 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, its Committees and individual director.
In a separate meeting of Independent Directors held on March 27, 2025
performance of non-independent directors, performance of the board as a whole and
performance of the Chairman of the Board was evaluated and the evaluation report was
placed at the Board Meeting held on May 21, 2025. The performance evaluation of each of
the Board, its committees and the Individual Directors for the year 2024-2025 was done at
the meeting of the Board held on May 21, 2025 and the evaluation report was placed before
the Nomination and Remuneration Committee and Board of Directors at their respective
meetings. Performance evaluation of independent directors was done by the entire board,
excluding the independent directors 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.
12. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION:
The Board of Directors has established a comprehensive policy governing
the selection and appointment of Directors including assessment and determining
qualifications and independence of the Directors, Key
Managerial Personnel (KMP), Senior Management Personnel and their
remuneration, in alignment with its responsibilities and in accordance with the provisions
of 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
remunerationisreasonableandsufficientto 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/uploads/Investor-relations/pdfs/nominatioan-and-remuneration-policy-2813.pdf
13. Board meetings:
During the financial year 2024-2025, 4 (Four) board meetings were
convened and held on May 21, August 08, 2024, November 11, 2024 and February 04, 2025. The
details of the meetings of the Board of
Directors of the Company held and attended by the Directors during the
financial year 2024-2025 are given in the Corporate Governance Report. The intervening gap
between two consecutive meetings was within the period prescribed under the Companies Act,
2013, Secretarial Standards on Board Meetings and SEBI LODR Regulations as amended from
time to time.
14. Audit committee meetings:
The Audit Committee of the Company duly met 4 (Four) times during the
financial year under review, 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. On the completion of their tenure, Mr. Rakesh Khanna and Mr. Suresh
Tapuriah, who served as Non-Executive Independent Directors of the Company, ceased to be
members of the Audit Committee. As a result, in compliance with Section 177 of the
Companies Act, 2013, and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Audit Committee was reconstituted during the Board
meeting held on August 08, 2024.
In terms of section 177 of the Companies Act, 2013 and Regulation 18 of
the Listing Regulations, the Company has in place Audit Committee. The Audit Committee
comprises of 4 (Four) members. The details of the members are given below:
| Sr. no. Name of the Members |
Designation |
| 1. Ms. Neha Bandyopadhyay |
Chairperson |
| 2. Ms. Rupal Anand Vora |
Member |
| 3. Mr. Vallabh Prasad Biyani |
Member |
| 4. Mr. Gaurav Shyamsukha |
Member |
All members of the audit committee possess a strong knowledge of
accounting and financialmanagement. TheChiefFinancial the internal auditors and statutory
auditors are invited to attend the Audit
Committee meetings. The Company Secretary is the secretary to the
committee. The Internal Auditors reports to the Chairperson of the Audit Committee. The
significant audit observations and corrective actions as may be required and taken by the
management are presented before the Audit Committee. The board has accepted all
recommendations made by the Audit Committee from time to time. 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 two meetings did not exceed 120 days as
prescribed in the Companies Act, 2013 and SEBI LODR Regulations, 2015.
15. Familiarization programme To independent directors:
The Company ensures that its independent directors are thoroughly
acquainted with the Company, nature of the industry in which the Company operates, its
operations, business model, etc., through presentations. The independent directors are
familiarized with the strategy, functions, and its revenue streams from various business
segments. Furthermore, the directors are briefed on their roles and responsibilities, as
well as any amendments or updates to the statutory provisions governing the Company. This
approach facilitates informed decision-making and ensures alignment with regulatory
standards.
The terms and conditions of the appointment of every independent
director is available on the website of the Company at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/terms-and-conditions-of-independent-directors-2768.pdf
Details of familiarization programme conducted for its independent
directors during the year are also disclosed on the Company's website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/
details-of-familiarisation-programme-for-fy-20242025-2872.pdf
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has implemented Whistle Blower Policy and has established a
robust vigil mechanism in accordance with the relevant provisions of the Act and SEBI LODR
Regulations. The Company's vigil mechanism / whistleblower policy aims to provide a
secure and a protected platform for whistle blowers to report instances of any actual or
suspected incidents of unethical conduct or practices, violation of applicable laws and
regulations including the integrity code, code of conduct for prevention of insider
trading, code of fair practices and disclosure. All employees and directors are granted
direct access to the chairperson of the Audit Committee.
This mechanism ensures adequate safeguards against victimization of
employees who avail of the mechanism. The guidelines are meant for all members of the
organization from the commencement of their tenure and are designed to facilitate the
reporting of any concerns related to ethical practices or compliance, without fear of
discrimination or retribution.
The policy is available on the website of the Company at https://www.geeceeventures.com/uploads/
Investor-relations/pdfs/whistle-blower-policy-amended-wef-18th-june-2020-1446.pdf
17. Directors' responsibility statement:
In terms of Section 134 (5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended March 31, 2025, the
Board of Directors hereby confirms that: a) in preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable accounting standards have been
followed along with proper explanations relating to material departures, wherever
applicable; b) that such accounting policies as mentioned in the notes to accounts have
been selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and the profit of the Company for the year ended on that
date; sufficient care has been taken for the maintenance of adequate accounting records c)
thatproperand 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) that the annual accounts have been prepared on a going concern basis;
e) that proper internal financial controls laid down by the Directors were followed by the
Company and such internal financial controls are adequate and were operating effectively;
and f) that proper system to ensure compliance with the provisions of all applicable laws
have been devised and such systems were adequate and were operating effectively.
18. Auditors and audit reports:
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, M/s. M R B & Associates,
Chartered Accountants (Firm Registration No. 136306W) were re-appointed as the Statutory
Auditors by the Board of Directors on the recommendations of the Audit Committee and
shareholders at the 38th Annual General Meeting for second term of five years from the
conclusion of 38th Annual General Meeting till the conclusion of
43rd Annual General Meeting of the Company to be held in the year 2027,
to examine and audit the accounts of the Company for the financial years between 2022-23
to 2026-27.
The Report given by M/s. M R B & Associates on the financial
statements of the Company for the financial year ended March 31, 2025 is part of the
Integrated Annual Report. There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. M R B & Associates, Statutory Auditor, in their report.
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. Avani Gandhi & Associates (CP
No. 16143, Peer Review No.: 1379/2021), a firm of the Company Secretaries in Practice to
conduct Secretarial Audit of the Company for the financial year ended March 31, 2025. The
Secretarial Audit Report issued by M/s. Avani Gandhi & Associates, Practicing Company
Secretaries in Form MR-3 is annexed as ANNEXURE B. The audit report
does not contain any adverse remarks or qualifications in the report. Further no incident
of fraud was reported by the secretarial auditor to the audit committee during the year
under review. The Annual Secretarial Compliance Report as required under Regulation 24A of
SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end
of the financial year. The report is also accessible at the website of the Company.
Further, pursuant to recent amendments in Regulation 24A of SEBI LODR
Regulations, the Company is required to appoint a Secretarial Auditor for a term of five
consecutive years. The Company has received consent from M/s. Avani Gandhi &
Associates, a peer Reviewed Company Secretary firm
(Unique Code no S2016MH378800, Peer Review No.: 1379/2021) to act as
the Secretarial Auditor of the Company from the F.Y 2025-26 to 2029-30, along with the
certificate confirming her eligibility.
The Board of Directors on the recommendation of the Audit Committee at
their meeting held on August 06, 2025, subject to the approval of the members, appointed
M/s. Avani Gandhi & Associates,
Company Secretary as the Secretarial Auditor of the Company for a
period of five years from F.Y 2025-26 to F.Y 2029-30. Accordingly, the board recommends to
the members the appointment of M/s. Avani Gandhi & Associates as the Secretarial
Auditor of the Company for a term of five consecutive years.
A resolution seeking approval of appointment secretarial auditor forms
part of the Notice convening the ensuing Annual General Meeting.
Cost Auditors:
In respect of F.Y 2024-25, the Company is 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 for Power generation and accordingly such accounts and
records are made and maintained by the Company.
The said cost accounts and records are also required to be audited
pursuant to the provisions of
Section 148 of the Companies Act, 2013, read with notifications /
circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly
as per the recommendation of the Audit Committee, the Board of Directors at its meeting
held on August 08, 2024, appointed M/s. Kishore
Bhatia & Associates (FRN 00294), Cost Accountants, as the Cost
Auditor of the Company for F.Y
2024-25.
In respect of F.Y 2025-26, the Board of Directors, based on the
recommendation of the Audit
Committee has approved the appointment of M/s. Kishore Bhatia &
Associates (FRN 00294), Cost
Accountants, as the cost auditor of the Company. A
resolutionfortheratificationof remuneration to be paid for such an appointment is included
in the notice of the ensuing Annual General Meeting.
The Cost Audit Report for financial year 2024-2025 was placed before
Board of Directors at their meeting held on August 06, 2025. The Cost Audit Report did not
contain any qualification, reservation or adverse remark.
19. fraud reporTing:
During the year under review, the Statutory Auditor, Cost Auditor and
Secretarial Auditor 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 Companies
Act, 2013 details of which need to be mentioned in this Report.
20. Statutory disclosures: a. Conservation of Energy
1. Steps Taken for 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 been installed with
latest energy efficient systems to conserve energy on a sustainable basis. Optimum
measures have been initiated to reduce energy consumption, as a part of our sustainable
development initiatives. With intent to provide an energy efficient final product to
customers, some our projects are Gold certified green building.
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. Through better selection of sites, design, construction,
operation, maintenance, i.e. the complete building life cycle, green buildings provide
benefits such as: a. increased resource efficiency (energy, water, and materials) b.
reducing the impact on human health and the environment Steps taken for energy
conservation: i. GGBS a waste of the steel plant is mixed with Ordinary Portland Cement
(OPC) in the ratio of
40 to 50% in all of the construction sites which reduces the usage of
cement and increases the consumption of the waste without compromising with the quality of
the end product. ii. Bringing Autoclaved Aerated Concrete or AAC blocks to use at all
construction sites. AAC blocks are green-certified building materials and have such
properties that further facilitate the energy efficiency and eco-friendly approach of
construction. iii. Soil erosion is protected by top soil conservation and the same is
thereafter used for gardening purpose. iv. Rainwater harvesting done at all project either
by collection tanks are made available or recharging ground water through re-charge pit
based on the site condition v. In majority of the projects STP plants are installed for
treating sewage and effluent at the same time. This plant proficiently drains out water
from sewage and effluents, other application such as gardening, farming and flushing the
toilets. This enables to aid 40% of the total water requirement. vi. Installation of LED
lamps for common areas and pathways. vii. Adoption of efficient lighting technology
including use of timers and/or sensors for operating the fixtur in certain areas. light
viii. Using high efficiency pumps, motors and other equipments / machineries;
2. Steps taken by the Company for Utilizing Alternate Sources of
Energy:
Solar energy is the alternate source of energy integrated into our
projects and their operations. In almost all of its projects either solar water heater is
provided, or solar energy panel is used for generating hot water or electricity for the
members of society depending on the feasibility of the project. Solar energy is utilized
to meet the energy demands of the common areas of our development. Thus, Company makes all
of its attempts to switch to green technologies in order to minimize emissions and waste
generation.
3. Capital Investment in Energy Conservation Equipment:
During the year total capital investment of up to 4.79 lakhs was
made, of which 3.73 lakhs was spent towards purchase of Anti - Smog equipment for
pollution control, Sprinklers, Green net for dust control and 1.06 lakhs was spent
on air quality monitoring systems. b. Technology Absorption
The Company is continuously making efforts for improvement in existing
or the development / deployment of new construction technologies to speed up the process
and make construction more makes in depth planning of construction activities / procedures
which in turn efficient results in stable levels of quality, shorter timelines and reduced
consumptions of man and materials at site.
1. Some of the initiatives taken by the Company for technology
absorption are:
Complete or partial automation of activities.
Installation of Solar Panels and usage of solar energy for lighting in
the common areas, parking areas and streets and water heating requirements of the
residential buildings.
Installation of STP plants for treating sewage waste for re-use.
Installation of low-flow fixtures for reduction of water consumption.
Recycling water within the development area to reduce dependency on
external water sources.
The Company periodically surveys to identify new machines, materials
and methodologies and implements them if found to be effective in the projects.
2. The benefits derived:
Increased Efficiency.
Better Resource Management.
Renewable Energy.
Environmental Protection.
Environmental Sustainability.
3. The Company has not imported any technology during the last three
years.
4. There was no expenditure incurred on Research and Development during
the year.
C. Foreign Exchange Earnings and outgo
During the financial year 2024-2025, expenditure in foreign currencies
in terms of actual outflow amounted to Nil. The Company has not earned any foreign
exchange during the year.
21. 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 is appended as ANNEXURE A
and form a part of this Report. Further as per Section 197 (14) of the Companies Act, 2013
Mr. Gaurav Shyamsukha - Managing Director, is drawing remuneration from the wholly owned
subsidiary Company - Geecee Fincap Limited.
The information required under Section 197 (12) of the Companies Act,
2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the
year ended March 31, 2025 is given in a separate Annexure to this Report. The said
Annexure is not being sent along with this Report to the members of the Company in line
with the provisions of Section 136 of the Companies Act, 2013. Members who are interested
in obtaining these may write to the Company Secretary at the Registered Office of the
Company. The aforesaid Annexure is also available for inspection by the members at the
Registered Officeof
Annual General Meeting and up to the date of the said Annual General
Meeting during the business hours on working days.
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.
22. Human resources development:
The Company views human resources as a cornerstone of its growth
strategy and looks to focus its efforts to further align human resource policies,
processes and initiatives with evolving business objectives. This year, our focus remained
on cultivating an open work environment that supports continuous improvement and
development.
The Company have implemented organizational structures designed to
attract top external talent while nurturing internal employees and enabling them to pursue
their career aspirations. the Company firmly believe in hiring lifelong learners, the
Company provides an environment that encourages ongoing education, innovation, and
leadership development. The Company also believes in long and happy relations with its
employees.
The Company recognizes that its people are key to the success of the
organization and thus implements new initiatives to train and motivate them. The Company
continued to make substantial investments in human capital to meet its growth targets. The
Company's business is led by a team of competent and passionate leaders who enhance
the Company's standing in the competitive market. The Company's focus is on
unlocking the people's potential and further developing their functional, operational
and behavioral 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. The Company's closing
headcount for FY 2024-2025 was 68.
23. Prevention of sexual harrassment at work place:
The Company has zero tolerance towards sexual harassment at its
workplace and the Company is committed to providing a conducive work environment to all
its employees and associates. As per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act') and
Rules made thereunder, the Company has constituted Internal Complaints Committees (ICC)
with one of its members being an external independent person who has legal experience /
background relevant for the purpose of maintaining highest governance norms.
The Company's POSH Policy states 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. The
details with respect to the Internal Complaints Committee have been disclosed in the
Corporate Governance Report under the heading Other Disclosures. To build
awareness in this area, the Company has been conducting induction / refresher programmes
in the Organization on a continuous basis. During the year, the Company organized an
online training session on the topics of employee sensitization and awareness programme on
POSH for all office and site based employees.
The details as to complain received, resolved, and pending as on March
31st, 2025 are as under:
Number of complaints of sexual harassment received during the year: Nil
Number of complaints of sexual harassment disposed off during the year:
NA
Number of complaints of sexual harassment pending for more than ninety
days: NA
24. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:
During the review period, the Company has fully adhered to the
provisions of the Maternity Benefit Act,
1961. The Company is dedicated to ensuring a safe, inclusive workspace
and supporting the rights and well-being of its female employees by offering all statutory
maternity benefits, including paid leave, job security and other entitlements as required
by the Act.
The Company is committed to ensuring a fair and inclusive recruitment
process, with no discrimination on the grounds of maternity. Robust systems and procedures
are in place to uphold both the spirit and the provisions of applicable maternity-related
legislation.
25. GENDER-WISE COMPOSITION OF EMPLOYEES:
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on March 31,
2025:
Male Employees: 57
Female Employees: 11
Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an
inclusive workplace culture and equal opportunity for all individuals, regardless of
gender.
26. Related party transactions:
In compliance with the Companies Act, 2013 and the amendments to the
Listing Regulations, the Company has formulated and adopted a revised Policy on
Related Party Transactions', which is also available on the Company's
website at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/
related-party-transaction-policy-amended-on-04022025-2591.pdf. The objective of this
Policy is to ensure that all transactions with Related Parties are subject to a clear
framework of reporting, review, approval and disclosure. The framework includes robust
mechanisms for identifying related-party relationships, obtaining prior approval from the
Audit Committee and where necessary, the Board and shareholders and providing timely
disclosures.
All related party transactions that were entered into during the
financial year were in the ordinary and normal course of business and at arm's length
basis. The Company had entered into material contracts or arrangements or transactions
with related parties in accordance with Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. At the 40th Annual General Meeting (AGM) of
the Company held on September 19, 2024 approval from the members vide ordinary resolution
was received approving the material related party transaction for period from 40th Annual
General Meeting until 41st Annual General Meeting to be held in the year 2025 as per SEBI
Circular · SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 and SEBI
Circular SEBI/ HO/CFD/CMD1/CIR/P/2022/47 dated April, 08 2022. The related party
transactions though material were in the ordinary course of business.
All related party transactions that were entered into during the
financial year were in the ordinary and normal course of business and at arm's length
basis. The disclosure of related party transactions as required under Section 134 (3) (h)
of the Act, in Form AOC-2 for FY 2024-25 is disclosed in Form AOC-2 which forms part of
this report. Also, in terms of Regulation 23 of SEBI LODR Regulations, the Company had
obtained approval from the members of the Company by ordinary resolution at the 40th AGM
to be valid till 41st AGM. All the material related party transactions entered into during
the financial year have also been reported in FORM AOC-2, which is given in ANNEXURE
D to this report.
All the Related Party Transactions are placed on a quarterly basis
before the Audit Committee and Board for approval. Prior omnibus approval of the Audit
Committee and the Board is obtained for the transactions which are foreseeable and are
repetitive in nature. Details of transaction(s) of the Company with entity(ies) belonging
to the promoter / promoter group which hold(s) more than 10% shareholding in the Company
as required under Part A (2A) of Schedule V of the SEBI Listing Regulations are provided
as Note No. 30 forming part of the standalone financial statements.
As required under Regulation 23 (1) of the Listing Regulations, the
revised Policy amended as per the LODR Regulations is available on the Company's
website and can be accessed at https://www.geeceeventures.
com/uploads/Investor-relations/pdfs/related-party-transaction-policy-amended-on-04022025-2591.pdf.
Pursuant to Regulation 23 (9) of the Listing Regulations, the Company
has filed the reports on related party transactions with the Stock Exchanges.
27. Deposits from public:
During the year under review, the 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.
28. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:
Details of loans, guarantees or investments made by the Company covered
under Section 186 of the
Companies Act, 2013 during financial year 2024-25 are detailed in Notes
to Accounts of the Financial
Statements.
29. Extract of annual return:
As required under Section 92 of the Companies Act, 2013, the Annual
Return for the financial year ended
March 31, 2025 is available on the website of the Company at https://www.geeceeventures.com/investor-relations/default.aspx?id=1#ExFileDataFY_2024-25
30. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
As at March 31, 2025 the Company had 5 subsidiaries out of which 2 are
direct and 3 indirect subsidiaries, the details of which are provided as under: a.
subsidiarY CoMpanies
Direct Subsidiaries : a) Geecee Fincap Limited (GCFL): Geecee
Fincap Limited is a wholly owned subsidiary of the Company operating as the non-deposit
taking Non-Banking Financial Company (NBFC). It is engaged in the business of lending and
investing. The Company invests in the quoted and unquoted shares of other companies,
unites of mutual funds, commercial papers and bonds. Other than this the Company have
investments in the shares of its subsidiary companies and immovable properties. Further,
the Company provide term loans to other bodies corporate and inter-corporate deposits with
group companies. GCFL reported total revenue of 911.64 lakhs ( 614.22 lakhs in 2023-2024)
for the period under review and Profit after tax of 661.92 lakhs ( 487.76 lakhs in
2023-2024) for the period under review. The increase in net profit of this subsidiary was
mainly due to an increase in gains from sales of Investments. b) Geecee Business
Private Limited (GBPL): Geecee Business Private Limited is a subsidiary of
the Company primarily engaged in the business of advisory services relating to Capital
Market. It reported total revenue of 34.02 lakhs ( 30.58 lakhs in 2023-2024) for the
period under review. There were no comprehensive incomes earned by the Company for the
year under review. This subsidiary incurred loss of 3.26 lakhs during the year ended March
31, 2025.
Indirect Subsidiaries : c) Oldview Agriculture Private Limited:
This is the Wholly Owned Subsidiary (WOS) of Geecee FinCap Limited. During the year under
review there was no revenue generated from the operations of the
Company. However, 6,549/- was earned as other income ( 5,360/- in
2023-2024). However, due to expenses incurred by the Company in making statutory payments
and other related expenses this subsidiary made net loss 13,470/- (Loss of 28,780/- in
2023-2024). d) Neptune Farming Private Limited: This is the Wholly Owned Subsidiary
(WOS) of Geecee FinCap Limited. During the year under review there was no revenue
generated from the operations and from the other Income (Nil in 2023-2024) of the Company.
However, due to expenses incurred by the Company in making statutory payments and in other
related expenses this subsidiary made net loss
22,620/- (Loss of 34,140/- in 2023-2024).
e) Retold Farming Private Limited: This is the Wholly Owned
Subsidiary (WOS) of Geecee FinCap Limited. During the year under review there was no
revenue generated from the operations of the
Company. However, 2,550/- was earned as other income ( 2,280/- in
2023-2024 from other income). However, due to expenses incurred by the Company in making
statutory payments and in other related expenses this subsidiary made net loss 18,770/-
(Loss of 31,860/- in 2023-2024).
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 was no business operations
carried out and thus no revenue was generated during the year by this LLP. However, due to
statutory and other related expenses this LLP made loss of 3,002/- as compared to 7,910/-
in 2023-2024.
There are no associate companies within the meaning of Section 2(6) of
the Companies Act, 2013. There is one Joint Venture as provided above. During the year, no
new subsidiary was incorporated. However, Geecee Comtrade LLP, subsidiary LLP of
the Company, was struck off by the Registrar of Companies. The application was filed by
Geecee Comtrade
LLP on December 24, 2024 for its strike off with Registrar of
Companies, Ministry of Corporate Affairs and the application was approved by the Registrar
of Companies on March 18, 2025.
The Company funds its subsidiaries, from time to time, in the ordinary
course of business and as per the fund requirements, through equity, loans, guarantees and
other means to meet working capital requirements.
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 of subsidiaries, are available on the website of
the Company https://www.geeceeventures.com/investor-relations/default.aspx?id=1#Data_2
Pursuant to provisions of Section 129 (3) of the Act, a statement
containing salient features of the financial statements of the Company's subsidiaries
in Form AOC-1 is attached to the financial statements of the Company as ANNEXURE
E. The statement also provides the details of performance and financial position
of the Subsidiary Companies.
As per Section 136 (1), copies of the aforesaid documents will be
available for inspection electronically. Members seeking to inspect such documents can
send an email to geecee.investor@gcvl.in.
31. Consolidated financial statements:
In accordance with the provisions of Section 129 (3) of the Act and as
per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report
and shall also be laid before the ensuing Annual General Meeting (AGM) of the Company. The
Consolidated Financial Statements have been prepared in accordance with the applicable
Indian Accounting Standards (IND AS) under Section 133 of the Act.
On a consolidated basis the revenue from operations for financial year
2024-2025 is 13,501.79 lakhs and 56.17 lakhs as other income. Net Profit before tax is
5,868.09 lakhs for the current year as compared to 4,338.30 lakhs for the previous year.
32. 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 detail of the Policy is available on the website of
the Company at https://www.geeceeventures.com/uploads/Investor-relations/pdfs/policy-for-determining-material-subsidiary--07022024-2775.pdf
None of the subsidiaries fall within the meaning of Material
Subsidiary as defined the Company.
33. 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
Requirements) 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 ensure smooth functioning of the business
activities and the Company has also Internal Complaints Committee. The details of
constitution of the Committee, meetings held and attended during the year have been
provided as part of the Corporate Governance Report.
The details of the composition of all the above committees, attendance
of the meetings and other information of Committees of the Board have been provided in
Corporate Governance report forming part of this report.
34. Risk management:
The Company has implemented a comprehensive Risk Management Policy
aligned with the provisions of the Act and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. This framework facilitates the identification of the
elements of risk that could impact the Company's sustainability, along with appropriate
mitigation strategies. The Audit Committee has oversight in the area of financial risks
and controls. The key risks identified across business units and functions are
systematically addressed through corrective actions and risk mitigation measures under the
Committee's supervision. Based on the assessment by the Management, the Board is of
the opinion that there are currently no risks that could materially threaten the
Company's existence.
35. Corporate social responsibility:
Over the past few years, the Company has been dedicated to creating
value for society. It focuses on empowering communities economically and socially, while
also promoting sustainable development. The
Company prioritizes the well-being of the communities in which it
operates, and it firmly success is not solely measured by its growth, but also by the
positive impact it generates within society at large.
A Corporate Social Responsibility (CSR) Committee has been constituted
in accordance with Section 135 of the Companies Act, 2013. The Committee's scope of
responsibilities encompasses, inter alia, the formulation and recommendation to the Board
for its approval and implementation, the Corporate Social Responsibility (CSR)
Policy of the Company, undertake periodical assessment of the Company's CSR
performance, review the draft CSR Report and recommend the same to the Board for its
approval and inclusion in the Annual Report of the Company. The role of this Committee
also includes recommendation of the amount of expenditure to be incurred on the CSR
activities as enumerated in Schedule VII of the Act and also referred to in the CSR Policy
of the Company, as also to monitor the CSR Policy from time to time, etc. During the year,
the Annexure to the CSR Policy containing list of the CSR Projects (2024-25) was updated.
The Company has adopted a revised Corporate Social Responsibility
Policy' effective from May 21, 2025. The brief outline of the Corporate Social
Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company
on CSR activities during the year are set out in "ANNEXURE C" of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate
Governance Report, which is a part of this report. The CSR Policy is available on the
Company's website on https://www.geeceeventures.com/
uploads/Investor-relations/pdfs/corporate-social-responsibility-policy-amended-on-21052025-2887.pdf
36. Maintainance of cost records and cost audit:
In respect of financial year 2024-2025, the 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 are audited by practicing cost accountant M/s.
Kishore Bhatia & Associates. The Cost Audit Report for the year 2024-2025 was placed
before Board of Directors at their meeting held on
August 06, 2025. The Cost Audit Report did not contain any
qualification, reservation or adverse remark.
37. Internal financial control systems and Their adequacy:
The Company has in place an internal financial control system
commensurate with the size, scale and complexity of its operations. The internal controls
with reference to the 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 Auditor 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 B to the independent auditors' report for
standalone financial statement for the year ended
March 31, 2025.
38. Compliance with secretarial standards:
The Company has complied with the applicable Secretarial Standards,
i.e. Secretarial Standard on Meeting of the Board of Directors (SS · 1) and
Secretarial Standard on General Meetings (SS · 2) issued by the Institute of
Company Secretaries of India during the period under review.
39. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:
There have been no other material changes and commitments affecting the
financial position of the
Company which occurred between March 31, 2025 and the date of this
Report, other than those disclosed in this Report.
40. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
41. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:
During the year under review, there were no significant or material
orders passed by any regulators or courts or tribunals impacting the going
concern' status of the Company and its future operations.
42. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
No application is made, or any proceedings is pending against the
Company under the Insolvency and Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as on March 31, 2025.
43. 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:
There are no instances of one-time settlement during the financial
year.
44. Depository system:
The Company's Equity Shares are compulsorily tradable in
electronic form. As on March 31, 2025, out of the Company's total equity paid-up
share capital comprising of 2,09,11,729 Equity Shares, only 1 Equity
Share in physical form and remaining capital was in dematerialized
form. As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 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 01, 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.
However, SEBI vide its circular no.
SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025 has opened a special window only
for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01,
2019 and were rejected / returned / not attended due to deficiencyin the documents /
process
/ or otherwise, for a period of six months from July 07, 2025 till
January 06, 2026. During this period, the securities that are re-lodged for transfer
(including those requests that are pending with the listed Company or RTA, as on date)
shall be issued only in demat mode. The Company has published advertisement with respect
to the special window in newspapers, Business Standard in English and Pratahkal in Marathi
and placed it on the Company's website https://www.geeceeventures.com/uploads/Investor-relations/pdfs/
notice-of-special-window-for-relodgement-of-transfer-requests-of-physical-shares-2899.pdf.
45. Acknowledgements:
The Directors would like to express their sincere appreciation for the
co-operation and assistance received from shareholders during the year under review The
Directors are grateful to all valuable stakeholders, dealers, vendors, banks and other
business associates for their excellent support and help rendered during the year. The
Directors also acknowledged the commitment and valued contribution of all employees of the
Company.
|
For and on behalf of the Board of Directors |
|
|
Geecee Ventures Limited |
|
|
V. V. Sureshkumar |
Gaurav Shyamsukha |
| Place: Mumbai |
Whole-Time Director |
Managing Director |
| Date: August 06, 2025 |
DIN: 00053859 |
DIN: 01646181 |
|