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GCCL Construction & Realities Ltd.

BSE: 531953 Sector: Infrastructure
NSE: N.A. ISIN Code: INE775C01015
BSE 05:30 | 01 Jan GCCL Construction & Realities Ltd
NSE 05:30 | 01 Jan GCCL Construction & Realities Ltd

GCCL Construction & Realities Ltd. (GCCLCONST) - Director Report

Company director report

To

The Members

GCCL CONSTRUCTION AND REALITIES LIMITED

The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2022.

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

Financial Highlights

(Rs. In lakhs)

For the year ended 31/03/2022 For the year ended 31/03/2021
Revenue from Operations 0.00 9.00
Add: Other Income 53.01 2.75
Total 53.01 11.75
Less: Total Expenses 13.19 9.35
Profit/ Loss before Exceptional Items & Tax 39.82 2.20
Less: Exceptional Items 0.00 0.00
Profit/ Loss before Tax 39.82 2.35
Less: Tax Expenses
Current Tax 10.03 0.00
Deferred tax 0.00 0.00
Profit/ Loss after Tax 29.79 2.35
Add: Other Comprehensive Income 0.00 0.00
Total Comprehensive Income 29.79 2.35
Earnings Per Share : Basic and diluted 0.25 0.02

Performance of the Company

The Company has earned a profit of Rs. 29.79 lacs in the financial year 2021-22 againsta profit of Rs. 2.35 lacs in the previous year.

Transfer to Reserves

The Company has decided not to transfer any amount to the General Reserve.

Dividend

In view of inadequate profits the Board of Directors has not recommended any dividendfor the year under review.

Material changes and commitments affecting the financial position and businessoperations of the Company

There are no material changes and commitments affecting the financial position and/ orbusiness operations of the Company.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31 2022 the Company has no subsidiary/ Joint Venture/ Associatecompanies.

Change in the Nature of the Business

Your Company continues to operate in the same business segment as that of previous yearand there is no change in the nature of the business.

Management Discussion & Analysis

A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 forms part of this report and it deals with the BusinessOperations and Financial Performance Research & Development Expansion &Diversification Risk Management Marketing Strategy Safety & Environmentsignificant changes in key financial ratios etc.

Meetings of the Board

The information on meetings of the Board of Directors as held during the financial year2021-22 is provided in 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 M/s GKV & Associates Practicing Company Secretary Ahmedabad conformingcompliance to the conditions as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Companies Act 2013 and rules made there under is annexedto this Report.

Deposits

The Company has not accepted any deposits from public during the year under review andas such no amount of principal or interest on deposits from public was outstanding as onthe date of the balance sheet. Risk Management

The Audit Committee and Board periodically review the risks that the organization facessuch as strategic financial credit market liquidity security property IT legalregulatory reputational and other risks and suggest steps to be taken to manage/mitigatethe same through a properly defined framework.

Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act 2013 and the provisions of the Articlesof Association of the Company Mr Bahubali Shah (DIN: 00347465) Executive Directorretires by rotation at the 28h AGM of the Company and being eligible hasoffered himself for re-appointment. The Board has recommended his reappointment at theforthcoming AGM as Executive Director of the Company liable to retire by rotation. Mr.Shashikant Thakar was appointed as Company Secretary and Compliance Officer of the Companywith effect from June 1 2022.

Statutory Audit

M/s Hiren D. Shah & Associates Chartered Accountants Ahmedabad (Firm RegistrationNo: 135212W) were appointed as the Statutory Auditors of the Company for a tenure of 5(five) years to hold office from the conclusion of the 23 d AGM held onSeptember 28 2017 until the conclusion of the ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect thattheir appointment if made will be in accordance with the limits specified under the Actand the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4of the Companies (Audit and Auditors) Rules 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee hasre-appointed M/s Hiren D. Shah & Associates as the Statutory Auditors of the Companypursuant to Section 139 of the Act for a second term 5 (five) years to hold office fromthe conclusion of the ensuing AGM till the conclusion of the 33 d AGM of theCompany to be held in the year 2027 subject to approval by the Members at the ensuingAGM.

The Auditors' Report for fiscal 2022 does not contain any qualification reservation oradverse remark. The Report is enclosed with the financial statements in this IntegratedAnnual Report.

Secretarial Audit

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors of the Company had appointed M/sGKV & Associates Practicing Company Secretary to conduct the Secretarial Audit of theCompany for year ended March 31 2022. The Report of the Secretarial Audit is annexedherewith as Annexure- I. The said Secretarial Audit Report does not contain anyqualifications reservations adverse remarks and disclaimer.

Secretarial standards

The Company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India.

Committees of the Board

The details regarding Committees of the Board is provided under Clause 3 of theCorporate Governance Report.

Particulars of loans guarantees and investments

As per Section 186 the details of Loans and Investments given or made during FY2021-22 are stated in the Balance sheet attached to this Report. During the year theCompany has not given guarantee to any of its subsidiaries joint ventures associatescompanies and other body corporate and persons.

Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations theBoard has carried out an annual performance evaluation of its own performance and that ofits statutory committee's viz. Audit Committee Stakeholder Relationship CommitteeNomination and Remuneration Committee and that of the individual Directors. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

Nomination and Remuneration Policy

The Board of Directors of the Company has adopted on recommendation of the Nominationand Remuneration Committee a Policy for Selection and Appointment of Directors SeniorManagement and their Remuneration. A brief detail of the policy is given in the CorporateGovernance Report and also posted on the website of the Company.

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

The Annual Return in Form MGT-7 for the financial year ended 31st March 2022 isavailable on the website of the Company at www.gcclconstruction.com.

Corporate Social Responsibility (CSR)

The Company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

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- II to thisReport.

Insurance

All the assets of the Company are adequately insured.

Transactions with related parties

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no material related partytransactions during the year under review with the Promoters Directors or Key ManagerialPersonnel. The Company has developed a Related Party Transactions framework throughstandard operation procedures for the purpose of identification and monitoring of suchtransactions. All Related Party Transactions are placed before the Audit Committee as alsoto be Board for approval. The particulars of contracts or arrangements entered into by theCompany with related parties form part of the Audit Report provided by the StatutoryAuditor.

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.

Independent Directors meeting

During the year under review the Independent Directors at their meeting discussedinter-alia

a. Evaluation of performance of Non-Independent Director and the Board of Directors ofthe Company as a whole.

b. Evaluation of performance of the Chairman of the Company taking into views ofexecutive and Non-Executive Directors.

c. Evolution of the quality content and timelines of flow of information between themanagement and the board that is necessary for the board to effectively and reasonablyperform its duties.

Familiarization Program

Since all independent directors are associated with the company for more than 5(years) the company has not conducted familiarization program for independent directors.

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.

Changes in Share Capital Authorized Share Capital

There has been no change in Authorized Share Capital of Company.

Issued Subscribed and Paid-Up Share Capital

There has been no change in Issued Subscribed and Paid-Up Share Capital of Company.

Equity Capital

a) Buy Back of Securities

The Company does not have any scheme or provision of money for the purchase of its ownshares by employees/ Directors or by trustees for the benefit of employees/ Directors.

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 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

Disclosure regarding Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the CentralGovernment under subsection (1) of Section 148 of the Companies Act 2013.

Internal financial control (IFC) 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.

Significant and material orders

There were no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status and the Company's operations in thefuture.

General

i. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

ii. No fraud has been reported during the audit conducted by the Statutory Auditors andSecretarial Auditors of the Company.

iii. During the year no revision was made in the previous financial statement of theCompany.

iv. For the financial year ended on 31st March 2022 the Company has complied withprovisions relating to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Acknowledgement

The Directors would like to thank all shareholders customers suppliers and associatesof your Company for the support received from them during the year. The Directors wouldalso like to place on record their appreciation of the dedicated efforts put in byemployees of the Company.

Place: Ahmedabad For and on behalf of the Board
Date: 13-08-2022 Devang Jhaveri
Whole time Director
DIN:02372402
Registe
Registered office:
A-115 Siddhi Vinayak Towers
B/h. DCP Office Off S.G. Highway
Makarba Ahmedabad-380051.

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