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GCCL Infrastructure & Projects Ltd.

BSE: 531375 Sector: Others
NSE: N.A. ISIN Code: INE438F01013
BSE 05:30 | 01 Jan GCCL Infrastructure & Projects Ltd
NSE 05:30 | 01 Jan GCCL Infrastructure & Projects Ltd

GCCL Infrastructure & Projects Ltd. (GCCLINFRASTRUCT) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 26 Directors' Report together with theAudited Statement of Accounts and the Auditors' Report of your company for the financialyear ended 31st March 2020.

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

Financial Highlights

(Rs. In lakhs)

Particulars For the Year For the Year
Ended 31-3-20 Ended 31-3-19
Revenue from Operations 437.31 822.35
Add: Other Income 22.77 6.14
Total 460.08 828.49
Less: Total Expenses 454.87 805.04
Profit/ Loss before Exceptional Items & Tax 5.21 23.45
Less: Exceptional Items 0.00 0.00
Profit/ Loss before Tax 5.21 23.45
Less: Tax Expenses
Current Tax 1.52 4.85
Short provision related to earlier years 0.31 0.56
Deferred tax 0.22 1.39
Profit/ Loss after Tax 4.22 16.64
Add: Other Comprehensive Income 5.38 (36.92)
Total Comprehensive Income 9.60 (20.28)
Earnings Per Share:
Basic 0.07 0.28
Diluted 0.07 0.28

Performance of the Company

The Company has earn a profit of Rs. 9.60 Lacs in 2019-20 as against loss of Rs. 20.28Lacs in 2018-19.

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 between the date of the Board Report and end of Financial Year

There are no material changes and commitments in the business operations of the Companyfrom the financial year ended March 31 2020 to the date of signing of the Director'sReport.

Impact of COVID-19

The impact of the novel Coronavirus on Indian real estate has been unprecedented to anextent that it has brought construction activities to a halt and significantly eroded themarket of its potential buyer-base. With property transactions dipping to near-zero duringthe nation-wide lockdown the sector is looking at challenging times ahead. Theinterdependence of supply chains migration of labourers cost overruns and liquidityconstraints are some of the looming challenges. The COVID-19 crisis and its impact onIndian real estate is such that it is being considered as the third 'Black Swan' event forthe realty sector in the last five years the first two being Demonetisation and theimplementation of the Real Estate (Regulation and Development) Act 2016.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31 2020 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 year2019-20 is provided 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 Pinakin Shah & Co. Practicing Company Secretary Ahmedabad conforming complianceto 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 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

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

Director retiring by rotation:

Mr. Amam Shah (DIN: 01617245) retires by under Section 152 of the Companies Act 2013and being eligible has offered herself for reappointment.

Appointment of Independent Director:

Based on recommendation of Nomination and Remuneration Committee the Board ofDirectors propose the appointment of Mr. Priyank Jhaveri (DIN: 02626740) as IndependentDirector for a term of five years commencing form 01/08/2020 not liable to retire byrotation. Pursuant to the provisions of Section 149 of the Act the independent directorshave submitted declarations that each of them meet the criteria of independence asprovided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1) (b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe annual general meeting of the Company held on September 28 2017 appointed M/s Sorab SEngineer & Co. Chartered Accountants Ahmedabad (Firm Registration No: 11401700) asstatutory auditors of the Company from the conclusion of Twenty Third annual generalmeeting till the conclusion of Twenty Eighth (28) Annual General th Meeting covering oneterm of five consecutive years. The Ministry of Corporate Affairs (MCA) vide itsnotification dated 7 May 2018 has omitted the requirement under first proviso to section139 of the Companiesth

Act 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules 2014 regardingratification of appointment of statutory auditors by shareholders at every subsequent AGM.

The statutory audit report for the year 2019-20 does not contain any qualificationreservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Pinakin Shah & Co Practicing Company Secretary to conduct SecretarialAudit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financialyear ended March 31 2020 is enclosed as Annexure I to this report.

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

The loan given or guarantee provided or investment made by the Company during thefinancial year 2019-20 as per Section 186 of the Companies Act 2013 have been given inthe Balance Sheet and Audit Report.

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 applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) the directorshad prepared the annual accounts on a going concern basis; and (e) the directors in thecase of a listed company had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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.

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 for the FY 2019-20.

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.

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 forms 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 ofDirectors of the Company as a whole. b. Evaluation of performance of the Chairman of theCompany taking into views of executive and Non- Executive Directors. c. Evolution of thequality content and timelines of flow of information between the management and the boardthat is necessary for the board to effectively and reasonably perform 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) Foreignexchange earnings and Outgo There were no foreign exchange earnings and outgo during theyear 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 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 underreview. (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 Suspense Accountlying at the beginning of the year: NIL

Number of shareholders who approached issuer for transfer of shares from SuspenseAccount during the year: Not Applicable

Number of shareholders to whom shares were transferred from Suspense Account duringthe year: Not Applicable

Aggregate number of shareholders and the outstanding shares in the Suspense Accountlying at the end of the year: NIL

That the voting rights on these shares shall remain frozen till the rightful owner ofsuch shares claims the shares: Not Applicable

Shares in Unclaimed Suspense Account

Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account lying at the beginning of the year: NIL

Number of shareholders who approached issuer for transfer of shares from the UnclaimedSuspense Account during the year: Not Applicable

Number of shareholders to whom shares were transferred from the Unclaimed SuspenseAccount 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

Disclosure regarding Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (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.

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 is pleased to place on record its appreciation for the continued support ofall stakeholders.

Place : Ahmedabad For and on behalf of the Board
Date : 08-09-2020 Amam Shah
Director
[DIN: 01617245]
Registered office:
A-115 Siddhi Vinayak Towers
B/h. DCP Office Off S.G. Highway
Makarba Ahmedabad-380051.

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