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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 25th Directors' Report together with theAudited Statement of Accounts and the Auditors' Report of your company for the financialyear ended 31st March 2019. The summary of operating results for the year andappropriation of divisible profits is given below.

Financial Highlights

(Rs. In lakhs)
Particulars For the Year Ended 31-3-19 For the Year Ended 31-3-18
Revenue from Operations 822.35 223.75
Add: Other Income 6.14 0.52
Total 828.49 224.27
Less: Total Expenses 805.04 218.93
Profit/ Loss before Exceptional Items & Tax 23.45 5.34
Less: Exceptional Items 0.00 0.00
Profit/ Loss before Tax 23.45 5.34
Less: Tax Expenses
Current Tax 4.85 1.03
Short provision related to earlier years 0.56 0.00
Deferred tax 1.39 (35.86)
Profit/ Loss after Tax 16.64 40.17
Add: Other Comprehensive Income (36.92) (24.00)
Total Comprehensive Income (20.28) (16.17)
Earnings Per Share:
Basic 0.28 0.67
Diluted 0.28 0.67

Performance of the Company

The Company has incurred a loss of Rs. 20.28 Lacs in 2018-19 as against an income ofRs. 16.17 Lacs in 2017-18.

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 2019 to the date of signing of the Director'sReport.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31 2019 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 year2018-19 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:

Binoti Shah (DIN: 07161243) retires by under Section 152 of the Companies Act 2013and being eligible seeks reappointment.

Re-appointment of Independent Directors:

Based on recommendation of Nomination and Remuneration Committee the Board ofDirectors propose the re-appointment of Shriraj Jhaveri [DIN: 00038658] Nandit Raja [DIN:00055722] and Nehal Shah [DIN: 00020062] as Independent Directors for a second term offive years from September 29 2019 to September 28 2024 not liable to retire byrotation. Shriraj Jhaveri Nandit Raja and Nehal Shah were appointed as IndependentDirectors at the Annual General Meeting ("AGM") of the Company and held officeup to September 28 2019 subject to approval of Members.

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as independent directors of theCompany.

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 th) annual general meeting covering oneterm of five consecutive years. The Ministry of Corporate Affairs (MCA) vide itsnotification dated 7th May 2018 has omitted the requirement under first proviso tosection 139 of the Companies Act 2013 and rule 3(7) of the Companies (Audit and Auditors)Rules 2014 regarding ratification of appointment of statutory auditors by shareholdersat every subsequent AGM.

The statutory audit report for the year 2018-19 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 2019 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 2018-19 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 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.

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 2018-19

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 of the Company met on 05thFebruary 2019 discussed inter-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.

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 ofCompany.

Issued Subscribed and Paid-Up Share Capital There has been no Change in IssuedSubscribed 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 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

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 : 07-08-2019 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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