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GEE Ltd. Audit Report / Information 2024

Jun 4, 2024

59306_rns_2024-06-04_3231b1ce-a846-47a1-bbd0-a53e7994aca0.pdf

Audit Report / Information

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Date: 04.06.2024

To,

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Fort, Mumbai-400001

Scrip Code: 504028

Subject: Annual Secretarial Compliance Report for the financial year ended March 31, 2024 Reference: SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 and Regulation 24A of SEBI (LODR) Regulations, 2015

Respected Sir/Madam,

With reference to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 and Regulation 24A of SEBI (LODR) Regulations, 2015, please find enclosed herewith Annual Secretarial Compliance Report of GEE Limited, duly signed by Mrs. Chandni Maheswari, Practicing Company Secretary for the financial year ended March 31, 2024.

Please take the above on records and oblige.

For GEE LIMITED

Shankar Digitally signed by Shankar Lal Lal Agarwal Date: 2024.06.04 Agarwal 17:24:39 +05'30' Shankar Lal Agarwal Whole-Time Director DIN: 01205377

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CHANDNI MAHESWARI

Company Secretary

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Secretarial Compliance Report of GEE Ltd for the financial year ended March 31, 2024.

I have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by GEE LIMITED (hereinafter referred as ‘the listed entity’), having its Registered Office at Plot No E-1, Road No 7, Wagle Industrial Estate, Thane – 400604. Secretarial Review Was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide my/our observations thereon.

Based on my/our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, I/we hereby report that the listed entity has, during the review period covering the financial year ended on 31[st] March, 2024 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:

I, Chandni Maheswari have examined:

  • (a) all the documents and records made available to us and explanation provided by GEE Limited (“the listed entity”),

  • (b) the filings/ submissions made by the listed entity to the stock exchanges,

  • (c) website of the listed entity,

  • (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31[st] Mach 2024 (“Review Period”) in respect of compliance with the provisions of:

  • i. the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

  • ii. the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

  • i. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015;

  • ii. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018; Not Applicable for the period

  • iii. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;

  • iv. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable for the period

  • v. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,2021; Not Applicable for the period

  • vi. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable for the period

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

CHANDNI MAHESWARI

Company Secretary

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  • vii. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,2021; Not Applicable for the period

  • viii. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, as amended, regarding the Companies Act and dealing with client;

  • ix. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and circulars/ guidelines issued thereunder;

and based on the above examination, and considering the relaxations granted by Ministry of Corporate Affairs and Securities and Exchange Board of India, I hereby report that, during the Review Period:

I. (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

SN
Compliance
Requirement
(Regulations/
circulars/
guidelines
including
specific
clause)		 SN
Compliance
Requirement
(Regulations/
circulars/
guidelines
including
specific
clause)		 Regu-
lation/
Circula
r No.		 Deviations
A
cti
on
T
ak
en
by
T
yp
e
of
Ac
tio
n		 Deviations
A
cti
on
T
ak
en
by
T
yp
e
of
Ac
tio
n		 Deviations
A
cti
on
T
ak
en
by
T
yp
e
of
Ac
tio
n		 Details of Violation Fine
Amount		 Obser-
vations/
Remarks of
the
Practicing
Company
Secretary		 Management
Response		 Re-
mar
ks
1 Annual
Secretarial
Compliance
Report		 Regulati
on 24A
of SEBI
(LODR)
Regulati
ons,
2015		 Late
Submission of
Annual
Secretarial
Compliance
Report under
Regulation
24A of SEBI
(LODR)Regul
ations, 2015
B
S
E
Fi
ne		 Late Submission of
Annual Secretarial
Compliance Report
under
Regulation
24A
of
SEBI
(LODR)
Regulations,
2015
for FY 2022-23		 Rs.
18,880		 As
informed
by the
managemen
t, the
Company
had made
payment of
the same.		 The Company
had made the
payment
of
the same.
2 Financial
results		 Regulati
on 33 of
SEBI
(LODR)
Regulati
ons,
2015		 Non-
submission of
the financial
results within
the period
prescribed
under
Regulation 33
of SEBI
(LODR)
Regulations,
2015
B
S
E
Fi
ne		 Late Submission of
Financial Results
under Regulation
33 of SEBI
(LODR)
Regulations, 2015
for March 2023		 Rs.
2,83,200		 As
informed
by the
managemen
t, the
Company
had made
payment of
the same.		 As informed
by the
management
the Company
had made
payment of
the same as
and when
levied.
3 Financial
results		 Regulati
on 33 of
SEBI
(LODR)
,
Regulati
ons,201
5		 Non-
submission of
the financial
results within
the period
prescribed
under
Regulation 33
of SEBI
(LODR)
Regulations,
2015		 B
S
E		 Fi
ne		 Late Submission of
Financial Results
under Regulation
33 of SEBI
(LODR)
Regulations, 2015
for June 2023		 Rs.
2,89,100		 As
informed
by the
managemen
t, the
Company
had made
payment of
the same.		 As informed
by the
management
the Company
had made
payment of
the same as
and when
levied.

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

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CHANDNI MAHESWARI

Company Secretary

4 Furnishing
prior
information
about
the
meeting
of
board
of
directors		 4 Furnishing
prior
information
about
the
meeting
of
board
of
directors		 Regulati
on
29(2)/29
(3)
of
SEBI
(LODR)
,
Regulati
ons2015		 Delay in
furnishing
prior
intimation
about the
meeting of
the board of
directors
B
S
E
Fi
ne		 Delay in
furnishing
prior
intimation
about the
meeting of
the board of
directors
B
S
E
Fi
ne		 Delay in
furnishing
prior
intimation
about the
meeting of
the board of
directors
B
S
E
Fi
ne		 Short Notice of
meeting of the
board of directors		 Rs.
11,800		 As
informed
by the
managemen
t, the
Company
had made
payment of
the same.		 As informed
by the
management
the Company
had made
payment of
the same.
5 Submission of
Annual
Report		 Regulati
on 34 of
SEBI
(LODR)
,
Regulati
ons2015		 Non-
submission of
the
Annual
Report within
the
period
prescribed
under
Regulation 34
of
SEBI
(LODR),
Regulations,
2015
B
S
E
Fi
ne		 Non-submission of
the Annual Report
within the period
prescribed
under
Regulation 34 of
SEBI
(LODR),
Regulations,
2015
for March 2023		 Rs,
1,53,400		 As
informed
by the
managemen
t, the
Company
had made
payment of
the same.		 As informed
by the
management
the Company
had made
payment of
the same.
6 Financial
results		 Regulati
on 33 of
SEBI
(LODR)
,
Regulati
ons,
2015		 Non-
submission of
the
financial
results within
the
period
prescribed
under
Regulation 33
of
SEBI
(LODR)
Regulations,
2015
B
S
E
Fi
ne		 Late Submission of
Financial
Results
under Regulation 33
of SEBI (LODR)
Regulations,
2015
for September 2023		 Rs.
3,95,300		 As
informed
by the
managemen
t, the
Company
had made
payment of
the same.		 As informed
by the
management
the Company
had made
payment of
the same.
7 Appointment
of
Woman
Director
on
the Board		 Regulati
on 17(1)
of SEBI
(LODR)
,
Regulati
ons,
2015		 Non-
compliance
with
the
requirements
pertaining
to
the
composition
of the Board
including
failure
to
appoint
woman
director
prescribed
under
Regulation
17(1) of SEBI
(LODR)
Regulations,
2015		 B
S
E		 Fi
ne		 Non-compliance
with
the
requirements
pertaining
to
the
composition of the
Board
including
failure to appoint
woman director		 Rs.
4,60,000		 As
informed
by the
managemen
t, the
Company
had made
payment of
the same.		 As informed
by the
management
the Company
had made
payment of
the same.

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

CHANDNI MAHESWARI

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Company Secretary

(b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in (b) The listed entity has taken the following actions to comply with the observations made in previous reports: previous reports:
S
N		 Com-
pliance
Requir
ement
(Regu-
lations/
circular
s/
guide-
lines
includi
ng
specific
clause)		 Regu-
lation/
Circul
ar No.		 Deviatio
ns		 Actio
n
Take
n by		 Type
of
Actio
n		 Details
of
Violatio
n		 Fine
Amou
nt		 Obser-
vations/
Remark
s of the
Practici
ng
Compa
ny
Secreta
ry		 Man-
age-
ment
Re-
sponse		 Re-
mar
ks
1. Annual
Secretaria
l
Complian
ce Report		 Regulati
on 24A
of SEBI
(LODR),
2015		 Late
Submissio
n
of
Annual
Secretarial
Complianc
e
Report
under
Regulation
24A
of
SEBI
(LODR),
2015		 BSE Fine Late
Submissi
on
of
Annual
Secretaria
l
Complian
ce Report
under
Regulatio
n 24A of
SEBI
(LODR),
2015 for
FY 2021-
22		 Rs.
2,360		 As
informed
by
the
manageme
nt,
the
Company
had made
payment
of
the
same.		 The
Company
had made
the
payment
of
the
same
on
15th July,
2022
2. Related
Party
Transacti
ons		 Regulati
on
23
(9)
of
SEBI
(LODR),
2015		 Late
Submissio
n
of
Related
Party
Transactio
ns Report
under
Regulation
23 (9) of
SEBI
(LODR),
2015		 BSE Fine Late
Submissi
on
of
Related
Party
Transacti
ons
Report
under
Regulatio
n 23 (9)
of
SEBI
(LODR),
2015		 Rs.
76,700		 As
informed
by
the
manageme
nt,
the
Company
had made
payment
of
the
same.		 As
informed
by
the
managem
ent
the
Company
had made
payment
of
the
same
on
12th
August,
2022

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

Company Secretary

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CHANDNI MAHESWARI

II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Sr. No. Particulars
Compliance
Status (Yes/No/
NA)
Observations
/Remarks
by
PCS*		 Particulars
Compliance
Status (Yes/No/
NA)
Observations
/Remarks
by
PCS*		 Particulars
Compliance
Status (Yes/No/
NA)
Observations
/Remarks
by
PCS*
1 Compliances with the following conditions while appointing/re-appointing an auditor
i.If the auditor has resigned within 45 days from the
end of a quarter of a financial year, the auditor before
such resignation, has issued the limited review/ audit
report
for
such
quarter;
or
ii.If the auditor has resigned after 45 days from the
end of a quarter of a financial year, the auditor before
such resignation, has issued the limited review/ audit
report for such quarter as well as the next quarter; or
iii.If the auditor has signed the limited review/ audit report
for the first three quarters of a financial year, the auditor
before such resignation has issued the limited review/ audit
report for the last quarter of such financial year as well as
the audit report for such financial year.		 Yes The
erstwhile
Statutory Auditor
of the Company,
Singhi
&
Co.,
resigned
w.e.f
20th
October,
2023 which was
duly intimated to
the Exchange and
also the Limited
Review
Report
for the Quarter
ended
31st
December, 2022
was signed by
them. No other
quarterly results
were signed by
them.
2 **Other conditions relating to resignation of statutory ** auditor
i.Reporting of concerns by Auditor with respect to the
listed entity/its material subsidiary to the Audit
Committee:
a.In case of any concern with the management of the listed
entity/material subsidiary such as non-availability of
information / non-cooperation by the management which
has hampered the audit process, the auditor has approached
the Chairman of the Audit Committee of the listed entity
and the Audit Committee shall receive such concern
directly and immediately without specifically waiting for
the quarterly Audit Committee meetings.
b.In case the auditor proposes to resign, all concerns
with respect to the proposed resignation, along with
relevant documents has been brought to the notice of
the Audit Committee. In cases where the proposed
resignation is due to non-receipt of information /
explanation from the company, the auditor has
informed the Audit Committee the details of
information / explanation sought and not provided by
the management, as applicable.
c.The Audit Committee / Board of Directors, as the
case may be, deliberated on the matter on receipt of
such information from the auditor relating to the
proposal to resign
as
mentioned
above
and		 Yes The
resigning
auditors
have
raised
certain
concerns
which
has
been
intimated to the
Audit Committee
and
the
management has
taken care of the
same.

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

CHANDNI MAHESWARI

Company Secretary

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communicate its views to the management and the auditor. ii. Disclaimer in case of non-receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor. 3. The listed entity / its material subsidiary has obtained Yes The information information from the Auditor upon resignation, in the has been received format as specified in Annexure- A in SEBI Circular by the Company from the CIR/ CFD/CMD1/114/2019 dated 18th October, resigning auditor 2019. vide their resignation letter dated 20[th] October, 2023

III. I hereby report that, during the review period the compliance status of the listed entity is appended as below:

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SN Particulars Compliance Observations /Remarks by PCS
Status
(Yes/No/ NA)
1 Secretarial Standards: No There were 2 instances of non-compliance with
Secretarial Standards:
The compliances of the listed entity are in
accordance with the applicable Secretarial (a) There were no Board or Committee
Standards (SS) issued by the Institute of Meetings held in the first quarter of the FY, viz.
Company Secretaries India (ICSI), as April -June’24 and the gap between 2
notified by the Central Government under consecutive Board meetings exceeded than 120
section 118(10) of the Companies Act, days.
2013 and mandatorily applicable. (b)The Annual General Meeting of the
Company was not held in prescribed time.
2 Adoption and timely updation of the Yes NIL
Policies:
 All applicable policies under SEBI
Regulations are adopted with the
approval of board of directors of the
listed entities
 All the policies are in conformity with
SEBI Regulations and have been
reviewed & updated on time, as per the
regulations/circulars/guidelines issued by
SEBI
3 Maintenance and disclosures on Yes NIL
Website:
 The Listed entity is maintaining a
functional website
----- End of picture text -----*

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

CHANDNI MAHESWARI

Company Secretary

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----- Start of picture text -----

 Timely dissemination of the
documents/ information under a
separate section on the website
 Web-links provided in annual corporate
governance reports under Regulation
27(2) are accurate and specific which re-
directs to the relevant document(s)/
section of the website
4 Disqualification of Director: Yes NIL
None of the Director(s) of the Company
is/are disqualified under Section 164 of
Companies Act, 2013 as confirmed by the
listed entity.
5 Details related to Subsidiaries of NA The Company does not have any subsidiaries.
listed entities have been examined
w.r.t.:
(a) Identification of material subsidiary
companies
(b) Disclosure requirement of material as
well as other subsidiaries
6 Preservation of Documents: Yes NIL
The listed entity is preserving and
maintaining records as prescribed under
SEBI Regulations and disposal of records
as per Policy of Preservation of Documents
and Archival policy prescribed under SEBI
LODR Regulations, 2015.
7 Performance Evaluation: Yes NIL
The listed entity has conducted
performance evaluation of the Board,
Independent Directors and the Committees
at the start of every financial year/during
the financial year as prescribed in SEBI
Regulations.
8 Related Party Transactions: Yes NIL
(a) The listed entity has obtained prior
approval of Audit Committee for all
related party transactions; or
(b) The listed entity has provided detailed
reasons along with confirmation whether
the transactions were subsequently
approved/ratified/rejected by the Audit
Committee, in case no prior approval has
been obtained.
9 Disclosure of events or information: No The Quarterly results for March 2023, June
The listed entity has provided all the 2023 and September 2023 and also Annual
required disclosure(s) under Regulation 30 Report for FY 2023 were not published within
along with Schedule III of SEBI LODR prescribed time limits.
Regulations, 2015 within the time limits
prescribed thereunder.
----- End of picture text -----

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

Company Secretary

==> picture [68 x 69] intentionally omitted <==

CHANDNI MAHESWARI

10 Prohibition of Insider Trading:
The listed entity is in compliance with
Regulation 3(5) & 3(6) SEBI (Prohibition
of Insider Trading) Regulations, 2015.		 Yes NIL
11 Actions taken by SEBI or Stock
Exchange(s), if any:
No action(s) has been taken against the
listed entity/ its promoters/ directors/
subsidiaries either by SEBI or by Stock
Exchanges (including under the Standard
Operating Procedures issued by SEBI
through various circulars) under SEBI
Regulations
and
circulars/
guidelines
issued thereunder except as provided under
separate paragraph herein (**).		 No The Exchange has levied fines with respect to
Non-Compliances
with
Regulations
17(1),
29(1), 33 and 34 of SEBI (LODR) Regulations,
2015 and promoter accounts are freezed on
grounds of Non-Compliance with Regulation
17(1).
12 Additional Non-compliances, if any:
No additional non-compliance observed for
any SEBI regulation/circular/guidance note
etc.		 No The Company Secretary of the Company had
resigned w.e.f closing of business hours on 10th
March, 2023 and the Company is looking for a
suitable candidate for the same.

Assumptions & Limitation of scope and Review:

  1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

  2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

  3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

  4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity

Signature:

CHANDNI Digitally signed by CHANDNI MAHESWARI MAHESWARI Date: 2024.06.04 17:22:11 +05'30'

Place: Kolkata Date: 4[th] June, 2024

Name of the Practicing Company Secretary: CHANDNI MAHESWARI ACS/ ~~FCS~~ No.: A42292 CP No.: 16218 UDIN: A042292F000527458 PR No: I2016WB1425000

Olisa House, 3[rd] Floor, Suite 3V, 4 Government Place, Kolkata - 700 001 E-Mail : [email protected]

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