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GEE Ltd.

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Auditor's Report

Report on the Ind AS Financial Statements for the year ended 31st March, 2018

We have audited the accompanying Ind AS financial statements of GEE Limited (the Company), which comprise the Balance Sheet as at 31“ March, 2018,the Statement of Profit and Loss including the statement of other comprehensive income, the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (the Act) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015,as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31“ March, 2018, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31“ March, 2017 and the transition date opening balance sheet as at 1“ April 2016 included in these standalone Ind AS financial statements, are based on previously issues statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31“ March, 2017 and 31“ March, 2016 dated 27* May 2017 and 28lh May 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (the Order) issued by the Central Government of India in terms of Section 143(11) of

the Act, we give in Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3)of the Act, we report that:

a. Wehavesoughtandobtainedalltheinformationandexplanationswhichtothebestofourknowledgeandbeliefwerenecessaryfor the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules,2015,asamended;

e. On the basis of written representations received from the directors as on 31“ March 2018,and taken on record by the Board of Directors, none of the directors is disqualified as on 31” March 2018,from being appointed as a director in-terms of subsection (2) of section 164of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B;

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,as amended, in our opinion and to the best of our information and according to the explanations given to us;

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - refer note no.31 to the Ind AS financial statements;

ii. As represented by the Company, there are no long-term contracts including derivative contracts having material foreseeable losses;

iii. As represented by the company there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company (Refer Note No.44)

Annexure A to the Independent Auditors'' Report

[Referred to in paragraph pertaining to Report on Other Legal and Regulatory Requirement” of our Report of even date to the Members of GEE Limited on the Ind AS financial statements for the year ended 31 March, 2018]

1. a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) Fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) All the title deeds of immovable properties are held in the name of the Company.

2. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and there is no material discrepancies noticed on physical verification of inventory.

3. The Company has not granted any loans, secured or unsecured, to companies/firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

4. The Company has not granted any loans, guarantees, and security under section 185 and 186 of the Act. In respect of its investments the Company has complied with provision of Section 186 of the Companies Act,2013.

5. The Company has not accepted deposits from public, within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the central government for maintenance of cost records under sub section (1) of section 148 of Companies Act, 2013, in respect of its products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with the view to determine whether these are accurate or complete.

7. a) According to the information and explanation given to us and records of the company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including Provident Fund, employee''s state insurance fund, income tax, sales tax, value added tax, service tax, custom duty, excise duty, goods and services tax, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six month from the date they become payable as at 31st March 2018.

b) According to the information and explanations given to us and the records of the Company examined by us, following are Statutory dues of Income tax, sales tax, value added tax, custom duty and excise duty as at31st March 2018, which have not been deposited on account of dispute:

Name of Statute

Year

Disputed

Liability

(in Rs.)

Pre Deposit/ Credit reversal

(in Rs.)

Net Liability

(in Rs.)

Forum where dispute is pending

1

Customs Act 1962

2008-09

10,209,629

1,500,000

87,09,629

CESTAT, Mumbai

2

Customs Act 1962

2011-13

2,865,797

2,14,935

2,650,862

CESTAT, Koikata

3

Central Sales tax

2005-06

2,241,572

1,100,000

1,141,572

Deputy Commissioner of SalesTax-Thane

4

Central Sales tax

2006-07

1,039,928

1,000,000

39,928

5

Central Sales tax

2007-08

16,42,701

850,000

792,701

6

Central Sales tax

2008-09

42,69,497

1,255,120

3,014,377

7

Central Sales tax

2009-10

21,82,231

10,00,000

11,82,231

8

Central Sales tax

2010-11

14,80,686

1480686

-

9

Central Sales tax

2011-12

2,315,775

2315775

-

Deputy Commissioner of Sales Tax Thane City Division-Thane

10

Central Sales tax

2012-13

4,93,094

1,00,000

3,93,094

Joint Commissioner, Commercial Taxes, Howrah Circle

11

Central Sales tax

2014-15

2,44,328

52,000

1,92,328

Joint Commissioner, Commercial Taxes, Howrah Circle

12

WB Value added Tax

2012-13

8,55,498

1,28,566

7,26,932

Joint Commissioner, Commercial Taxes, Howrah Circle

12

WB Value added Tax

2014-15

2,58,151

77,200

1,80,951

Joint Commissioner, Commercial Taxes, Howrah Circle

14

The W.B.Taxon Entry of Goods into Local Areas Act, 2012

2012-13 to

2013-14

67,46,153

67,46,153

West Bengal Taxation Tribunal

15

Central Excise Act,1944

2008-09

4,02,49,979

3,08,58,313

93,91,666

CESTAT, Mumbai

16

Central Excise Act,1944

2008-11

88,04,766

-

88,04,766

CESTAT, Koikata

17

Central Excise Act,1944

2009-11

1,45,487

7,76,327

1,45,487

CESTAT, Koikata

18

ESIC

April 2009 to

14,80,258

-

7,03,931

Industrial Court Thane.

19

Income Tax Act 1961 (TDS)

March 2014 Various years per TRACES

5,77,800

5,77,800

Rectification With TRACES/Income Tax Department

Net liability of custom duty and sales tax is exclusive of interest and penalty.

8. The Company has not defaulted in repayment of loans to banks as at 31st March 2018.

9. The Company has not raised any Initial Public Offer or further public offer. The term loan (including vehicle loan) was obtained for funding fixed Assets and has been utilized accordingly.

10. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud by the Company or any fraud on the Company by its officers or employees that have been noticed or reported during the year nor have we been informed of any such case by management.

11. Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies Act.

12. the company is not a nidhi company.Accordingly,clause3 (xii) of the Order is not applicable to the Company.

13. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable, and the details have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. The Company has not entered into non-cash transactions covered by Section 192 of Companies Act,2013 with directors or persons connected with them.

16. The Company is not engaged in the business of non-banking financial institution (NBFI) and is not required to be registered under Section 45-IA of theReserveBankoflndiaAct,1934.Accordingly,clause3(xvi)of the Order is not applicable to the Company.

ANNEXURE B

[Referred to in paragraph pertaining to Report on Other Legal and Regulatory Requirement of our Report of even date to the members of GEE Limited on the Ind AS financial statements for the year ended 31 March, 2018]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Art)

We have audited the internal financial controls over financial reporting of GEE Limited (the Company) as of 31 ” March,2018 in conjunction with our audit of the Ind AS financial statements of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over Financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgments, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial re porting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the Internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 ” March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For P. B. SHETTY & CO

Chartered Accountants

Firm registration number - 110102W

Brijesh Shetty

Partner

Membership No. 131490

Place: Mumbai

Date: May 30,2018