To the Members
Your Directors have pleasure in presenting the 23 Directors Report together withthe Audited Statement of Accounts and the Auditors Report of your company for thefinancial year ended 31st March 2016.
The summary of operating results for the year and appropriation of divisible profits isgiven below.
|Financial Highlights || ||(Rs. In lakhs) |
|Particulars ||2015-16 ||2014-15 |
|Revenue from operations ||0.00 ||9.00 |
|Other Income ||24.09 ||2.49 |
|Total Income ||24.09 ||11.49 |
|Depreciation ||2.34 ||2.70 |
|Tax: Current Tax ||0.10 ||3.33 |
|Deferred tax ||0.00 ||-0.12 |
|Profit/(Loss) after Tax ||3.83 ||-12.11 |
|Earnings per share:BasicDiluted ||0.05 ||-0.14 |
Performance of the Company
During the year under review the total income of the Company was Rs. 2409625/-against Rs. 1149705/- in the previous year. The Company has earned a Profit after tax ofRs. 382999/- compared to a loss of Rs. 1211401/- in the previous year.
Transfer to Reserves
For the financial year ended 31st March 2016 it is proposed to carry a nil amount toGeneral Reserve Account.
In view of inadequate profits the Board of Directors has not recommended any dividendfor the current year.
Material Changes between the date of the Board Report and end of Financial Year
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
Details of Subsidiary/ Joint Ventures/ Associate Companies
As on March 31 2016 the Company does not have any subsidiary/joint venturecompanies.GCCL
Infrastructure and Projects Limited is an associate of Gujarat Credit CorporationLimited.
Change in the Nature of the Business
There is no change in the nature of the business of the Company.
Meetings of the board
The information on meetings of the Board of Directors as held during the financial year2015-16 is provide under Clause 2 (b) of the Corporate Governance Report.
As provide under Regulation 15 (2) of the SEBI (LODR) Regulations 2015 the compliancewith the Corporate Governance as specified in Regulation 17 to 27 46 (2) (b) and para cd and e of Schedule V are not applicable to the Company as the paid up equity sharecapital of the Company does not exceed Rs. 10 Crores.
The Company is committed to maintain and adhere to the Corporate Governancerequirements voluntarily. The Report on Corporate Governance along with the certificatefrom Mr. Pinakin Shah Practicing Company Secretary Ahmedabad is annexed to this Report.
The Company has not accepted any deposits from public and as such no amount on accountof principal
or interest on deposits from public was outstanding as on the date of the balancesheet.
There is an adequate risk management infrastructure in place capable of addressingrisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks those have beenidentified and assessed.
Directors and Key Managerial Personnel
Mr. Amam Shah (DIN: 01617245) retires at the AGM and has offered himself forre-appointment. Mr. Amam S Shah was appointed as the Managing Director of the Company fora period of five years w.e.f 1st July 2011. His tenure of five years expired on 30 June2016. The Board of Directors on the th recommendation of the Nomination and RemunerationCommittee propose re-appointment of Mr. Amam S Shah as the Managing Director subject tothe approval of shareholders at the ensuing AGM. During the financial year no changes havetaken place in the constitution of directors.
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s Hiren K. Shah & Co. Chartered Accountants Ahmedabad (Firm Registration No117188W) were appointed as statutory auditors of the Company from the conclusion of thetwenty-second annual general meeting of the Company held on September 23 2015 till theconclusion of the twenty- fifth AGM to be held in the year 2018 subject to ratification bymembers at every AGM.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
M/s Pinakin Shah & Co Practising Company Secretary has been appointed as thesecretarial Auditor of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year ended March 31 2016 is provided as Annexure-I to this Report. TheSecretarial Audit Report containsthe following qualification/ adverse remark for which anexplanation has been given.
|No. ||Remark ||Explanation |
|1 ||Non- compliance of Section 204 of the Companies Act 2013 ||The size of the company does not offer any professional career goal. |
|2 ||Non- compliance of Section 138 of the Companies Act 2013 ||The Company has internal audit system commensurate with its size |
|3 ||Non- compliance of Section 186 (7) of the Companies Act 2013 Interest not charged ||The interest will be accounted for as and when it is received |
|4 ||Non- Compliance of Regulation 46 of the SEBI (LODR) 2015 ||The Website was not updated at the time of Secretarial Audit |
Committees of the Board
The Committees of the Board is provided under Clause 3 of the Corporate GovernanceReport.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) in the preparation of the annual accounts the applicable accounting standard shadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of a dequateaccounting records in accordance with the provisions of this Act forsafe guarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
Extract of annual return
As provided under section 92(3) of the Act the extract of annual return is given inAnnexure- II in the prescribed Form MGT-9 which forms part of this report.
Particulars of employees and related Disclosures
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as an Annexure- III to thisReport.
All the assets of the Company are adequately insured.
Transactions with related parties
Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 is Nil.
Declaration by Independent Directors
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
Since all independent directors are associated with the company for more than 5(years) the company has not conducted familiarization programme for independent director.
Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Companys Code of Conduct or policy.
Conservation of energy technology absorption foreign exchange earnings and outgo
(a) Conservation of energy and Technology absorption
The Company has not made any investment for (energy conservation) and taken anyspecific measures to reduce energy cost per unit. However it intends to conserve energyfor future generation.
(b) Technology Absorption
There is no research and development activity carried out by the Company. (c) Foreignexchange earnings and Outgo There were no foreign exchange earnings and outgo during theyear under review.
(a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
(b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review. (c)Bonus Shares No Bonus Shares were issued during the year under review.
(d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
(e) Equity Shares with Differential Voting Rights
The company has not issued equity shares with differential rights as to dividendvoting or otherwise.
Shares in Suspense Account
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares fromSuspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from Suspense Accountduring the year: Not Applicable
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the end of the year: NIL
That the voting rights on these shares shall remain frozen till the rightfulowner of such shares claims the shares: Not Applicable
Shares in Unclaimed Suspense Account
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from theUnclaimed Suspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from the UnclaimedSuspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the end of the year: NIL
Internal financial control systems and their adequacy
The Company has proper and adequate system of their internal controls proportionate toits size and business. The internal control systems of the Company are designed to ensurethat the financial and other records are reliable for preparing financial statements andother data.
Any significant and material Order passed by Regulators/ Courts/ Tribunals
No orders were passed by the regulators or courts or Tribunals impacting the goingconcern status and companys operation in future.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand
Redressal) Act 2013
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Board places on record their appreciation for the support of all stakeholders.
|Place : Ahmedabad ||For and on behalf of the Board |
|Date : 28 July 2016 ||Amam Shah |
| ||Managing Director |
| ||DIN: 01617245 |
|Registered office: || |
|A-115 Siddhi Vinayak Towers || |
|B/h. DCP Office Off S.G. Highway || |
|Makarba Ahmedabad-380051. || |
Annexure - 1
FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31 MARCH 2016
(Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014) To The Members
Gujarat Credit Corporation Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Gujarat Credit CorporationLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon. Based on our verification of the Companys BooksPapers Minute Books Forms and Returns filed and other Records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the company has during the financial year ended on 31 March 2016 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by Company for the financial year ended on31 March 2016 according to the provisions of:
1. The Companies Act 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
4. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
5. Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 (SEBI Act):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 (up to 14 May 2015)The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 (effective from 15 May 2015);
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client notapplicable;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; Based on our verification we have observed that the SEBI Regulations mentioned at(c) (d) (e) (g) and (h) are not applicable to the Company during the year as it hasnot:
Issued further Share Capital;
Listed Debt Capital;
Proposed to Delist its Equity Shares;
Proposed to Buy Back any of its Securities.
6. Specifically applicable Laws to the Company as identified and confirmed by themanagement:
a) Labor Laws applicable to the Employees of the Company:
Provident Fund Act 1952;
Employees State Insurance Act 1948;
Profession Tax Act 1975;
The Payment of Gratuity Act 1972
We have also examined compliance with the applicable clauses of the following: a)Secretarial Standards issued by the Institute of Company Secretaries of India on Meetingsof the Board of Directors (SS 1) and General Meeting (SS 2). b) Clauses of ListingAgreements (applicable till November 30 2015) entered into by the Company with BSELimited and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(effective from December 01 2015).
We further report that during the period under review the Company has complied withthe provisions of the Acts Rules Regulations Guidelines etc mentioned above except thefollowing: Under the Companies Act 2013
|Sections under the Companies Act 2013 ||Non Compliances |
|Section 204 ||Appointment of a whole time Company Secretary. |
|Section 138 ||Appointment of an Internal Auditor. |
|Section 186(7) ||Interest not charged |
Under Listing Agreement/ SEBI (LODR) Regulations 2015
|Clauses under SEBI (LODR) Regulations 2015 ||Non Compliances |
|Clause 46 Website ||Companys Website not updated regularly. |
We further report that compliances of applicable Financial Laws including Direct& Indirect Tax Laws by the Company has not reviewed in this Audit Report; since thesame has been subject to reviewed by the Statutory Auditor & other DesignatedProfessionals.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.
Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members viewsare captured and recorded as part of the minutes.
We further report that based on our review of Compliance Mechanism established bythe Company and on the basis of Compliance Certificate(s) issued by the Managing Directorand taken on record by the Board of Directors at their meeting(s) we are of opinion thatthere are adequate systems and processes in place in the Company which is commensuratewith the size and operations of the Company to monitor and ensure compliance withapplicable laws rules regulations and guidelines.
As informed the Company has responded appropriately to the notices received fromvarious statutory/regulatory authorities including initiating action for correctivemeasures wherever focused necessary.
We further report that during the audit period there are no events/actions having amajor bearing on the Companys affairs in pursuance of the above referred LawsRules Regulations Guidelines etc referred above.
|Place : Ahmedabad ||Pinakin Shah & Co. |
|Date : 28 July 2016 ||Company Secretary |
| ||FCS: 2562 COP: 2932 |
Note: This report is to be read with our letter of even date which is annexed belowand forms an integral part of this report.
Gujarat Credit Corporation Limited
Our report of even date is to be read along with this letter.
1.Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2.We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3.We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company or verified compliances of Laws other than thosementioned above. Wherever required we have obtained the management representation aboutthe Compliance of laws rules and regulations and happening of events etc.
4.The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
5.The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company
|Place : Ahmedabad ||Pinakin Shah & Co. |
|Date : 28 July 2016 ||Company Secretary |
| ||FCS: 2562; COP: 2932 |
PARTICULARS OF REMUNERATION
Information in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014: i. The ratio of the remuneration of each director to the medianremuneration of the employees for the financial year 2015-16
|Name of Director ||Designation ||Remuneration of the Directors for 2015-16(Rs. in Lacs) ||Median remuneration of the employees (Rs. in Lacs) ||Ratio of remuneration of the directors to the median remuneration of the employees |
| || ||Nil || || |
ii. The percentage increase in remuneration of each Director CFO CEO CS in thefinancial year
|Name of Director ||Designation in remuneration ||Percentage increase |
| ||Nil || |
iii. The percentage increase in the median remuneration of employees in the financialyear 2015-16: Nil
iv. There were 5 employees on the rolls of Company as on 31March 2016.
PARTICULARS OF EMPLOYEE
Information in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:
i. Particulars of top ten Employees in terms of remuneration drawn
|Name & Designation on of Employee ||Remun eration Received (in Rs. ) ||Nature of Emplo yment ||Qualifi cations ||Exper ience ||Date of Commen cement of Employ ment ||Age ||Last Employ ment ||% of Equity Shares held |
|Bakul Shah ||182400 ||- ||- ||- ||- ||- ||- ||- |
|Setu Patel ||146400 ||- ||- ||- ||- ||- ||- ||- |
|Gopalsinh Rajput ||170400 ||- ||- ||- ||- ||- ||- ||- |
|Sunita ||72000 ||- ||- ||- ||- ||- ||- ||- |
|Jasiben ||22800 ||- ||- ||- ||- ||- ||- ||- |