GCCL Construction & Realities Ltd.

To the Members

Your Directors have pleasure in presenting the 22^nd Directors' Reporttogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2016.

The summary of operating results for the year and appropriation of divisible profits isgiven below.

Financial Highlights

Performance of the Company

During the year under review the total income of the Company was Rs 1555436/-against Rs 796037/- in the previous year. The Company has earned a Profit after tax ofRs 1210889/- compared to a profit of Rs. 305337/- 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.

Dividend

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 venture/ AssociateCompany. 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.

Corporate Governance

The Company is committed to maintain and adhere to the Corporate Governancerequirements set out by SEBI. The Report on Corporate Governance along with a certificatefrom Mr. Pinakin Shah Practicing Company Secretary Ahmedabad conforming compliance tothe conditions as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Companies Act 2013 and rules made there under is annexed to thisReport.

Deposits

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 thebalance sheet.

Risk Management

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. Bahubali S Shah (DIN: 00347465) retires at the Annual General Meeting and hasoffered himself for re-appointment. During the financial year Ms. Gunjan Jhaveri (DIN:07540626) was appointed as an Independent Director in the Board Meeting held on10/06/2016. She meets the criteria as provided under section 149 (6) of the Act and theBoard recommends her appointment as an Independent Director.

Auditors

M/s Hiren D Shah & Associates Chartered Accountants Ahmedabad (Firm RegistrationNo 135212W) were appointed as statutory auditors of the Company by the Board for a periodof five years from the conclusion of this Annual General Meeting till the conclusion ofthe twenty- seventh annual general meeting of the Company to be held in the year 2021.Pursuant to the provisions of section 139 of the Act and the rules framed thereafter theappointment of Auditors shall be placed for ratification at every Annual General Meeting.In this regard the Company has received consent from the Auditors to the effect that theyare willing to be appointed and it would be in accordance with the provisions of section141 of the Act.

Auditors' report

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Secretarial Auditor

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 there under. The Secretarial Audit Reportfor the financial year ended March 31 2016 is annexed herewith marked as Annexure- I tothis Report. The Secretarial Audit Report contains the following qualification/ adverseremark for which an explanation has been given.

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 details of loans to companies firms or other parties details of investments havebeen disclosed in the financial 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 standards hadbeen 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding 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 is nil.

Insurance

There are no fixed assets in the Company.

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.

Familiarization Programme

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 Company's 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) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

Equity Capital

(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 the UnclaimedSuspense

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 company's 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

Acknowledgement

The Board places on record their appreciation for the support of all stakeholders.