To the Members,
GCCL Infrastructure & Projects Limited
The Board of Directors hereby submits the report of the business and operations of your
Company, along with the audited financial statements, for the financial year ended March
31, 2022.
The summary of operating results for the year and appropriation of divisible profits is
given below.
Results of our operations and state of affairs
|
|
(Rs. In lakhs) |
| Particulars |
For the Year Ended 31-3-22 |
For the Year Ended 31-3-21 |
| Revenue from Operations |
50.28 |
88.29 |
| Add: Other Income |
8.95 |
40.93 |
| Total |
59.23 |
129.22 |
| Less: Total Expenses |
92.36 |
131.89 |
| Profit/ Loss before Exceptional Items & Tax |
(33.13) |
(2.67) |
| Less: Exceptional Items |
0.00 |
0.00 |
| Profit/ Loss before Tax |
(33.13) |
(2.67) |
| Less: Tax Expenses Current Tax |
0.00 |
0.00 |
| Short provision related to earlier years |
0.00 |
3.11 |
| Deferred tax |
(0.47) |
(0.05) |
| Profit/ Loss after Tax |
(32.66) |
(5.73) |
| Add: Other Comprehensive Income |
330.20 |
(48.03) |
| Total Comprehensive Income |
297.54 |
(53.76) |
| Earnings Per Share: |
|
|
| Basic & Diluted |
(0.54) |
(0.10) |
Performance of the Company
The Company has earned a profit of Rs. 297.54 lacs in the financial year 2022-22
agaisnt a loss of Rs. 53.76 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 dividend
for the year under review.
Material changes and commitments affecting the financial position and business
operations of the Company
Pursuant to the commencement of Pre-packaged Insolvency Resolution process, the
Committee of Creditors, at their meeting held on December 2, 2022 has approved the
Resolution plan and the Resolution Professional has filed an Application under section
54K(15) dated December 13, 2022 with Honble National Company Law Tribunal, Ahmedabad
Bench (NCLT)
Details of Subsidiary/ Joint Ventures/ Associate Companies
As on March 31, 2022, the Company has no subsidiary/ Joint Venture/ Associate
companies.
Change in the Nature of the Business
Your Company continues to operate in the same business segment as that of previous year
and 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 Regulation
34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, forms part of this report and it deals with the Business
Operations and Financial Performance, Research & Development Expansion &
Diversification, Risk Management, Marketing Strategy, Safety & Environment,
significant changes in key financial ratios etc.
Meetings of the Board
The information on meetings of the Board of Directors as held during the financial year
2021-22 is provided in Corporate Governance Report.
Corporate Governance
The Company is committed to maintain and adhere to the Corporate Governance
requirements set out by SEBI. The Report on Corporate Governance along with a certificate
from M/s GKV & Associates, Practicing Company Secretary, Ahmedabad conforming
compliance to the conditions as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Companies Act, 2013 and rules made there under is annexed
to this Report.
Deposits
The Company has not accepted any deposits from public during the year under review, and
as such, no amount of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
Risk Management
The Audit Committee and Board periodically review the risks that the organization faces
such as strategic, financial, credit, market, liquidity, security, property, IT, legal,
regulatory, reputational and other risks and suggest steps to be taken to manage/mitigate
the 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 Articles
of Association of the Company, Mr Amam Shah (DIN: 01617245), Executive Director retires by
rotation at the 28h AGM of the Company and being eligible has offered himself
for re-appointment. The Board has recommended his reappointment at the forthcoming AGM as
Executive Director of the Company, liable to retire by rotation.
Ms. Kajal Shah, was appointed Company Secretary and Compliance Officer of the Company
with effect from November 1, 2021 pursuant to the resignation of the previous Compliance
Officer.
Statutory Audit
M/s Sorab S Engineer & Co., Chartered Accountants, Ahmedabad (Firm Registration No:
11401700), 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 rd AGM held on
September 28, 2017 until the conclusion of the ensuing AGM.
The Company has received confirmation from the Statutory Auditors to the effect that
their appointment, if made, will be in accordance with the limits specified under the Act
and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4
of the Companies (Audit and Auditors) Rules, 2014.
The Board of Directors of the Company on the recommendation of the Audit Committee has
re-appointed M/s Sorab S Engineer & Co. as the Statutory Auditors of the Company
pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from
the conclusion of the ensuing AGM till the conclusion of the 33 rd AGM of the
Company to be held in the year 2027, subject to approval by the Members at the ensuing
AGM.
The Auditors Report for fiscal 2022 does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the financial statements in this Integrated
Annual Report.
Secretarial Audit
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s
GKV & Associates, Practicing Company Secretary to conduct the Secretarial Audit of the
Company for year ended March 31, 2022. The Report of the Secretarial Audit is annexed
herewith as Annexure- I. The said Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks and disclaimer.
Secretarial standards
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
Committees of the Board
The details regarding Committees of the Board is provided under Clause 3 of the
Corporate Governance Report.
Particulars of loans, guarantees and investments
As per Section 186, the details of Loans and Investments given or made during FY
2021-22 are stated in the Balance sheet attached to this Report. During the year, the
Company has not given guarantee to any of its subsidiaries, joint ventures, associates
companies and other body corporate and persons.
Board Evaluation
Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the
Board has carried out an annual performance evaluation of its own performance and that of
its statutory committees viz. Audit Committee, Stakeholder Relationship Committee,
Nomination and Remuneration Committee and that of the individual Directors. The manner in
which the evaluation has been carried out has been explained in the Corporate Governance
Report.
Nomination and Remuneration Policy
The Board of Directors of the Company has adopted, on recommendation of the Nomination
and Remuneration Committee, a Policy for Selection and Appointment of Directors, Senior
Management and their Remuneration. A brief detail of the policy is given in the Corporate
Governance 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 the
Company confirms that-
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
Extract of annual return
The Annual Return in Form MGT-7 for the financial year ended 31st March, 2022, is
available on the website of the Company at www.gcclinfra.com.
Corporate Social Responsibility (CSR)
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
Particulars of employees and related Disclosures
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure- II to this
Report.
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 arms
length basis and in the ordinary course of business. There are no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial
Personnel. The Company has developed a Related Party Transactions framework through
standard operation procedures for the purpose of identification and monitoring of such
transactions. All Related Party Transactions are placed before the Audit Committee as also
to be Board for approval. The particulars of contracts or arrangements entered into by the
Company with related parties form part of the Audit Report provided by the Statutory
Auditor.
Declaration by Independent Directors
The Board of Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and they meet the
criteria 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, discussed
inter-alia,
a. Evaluation of performance of Non-Independent Director and the Board of Directors of
the Company as a whole.
b. Evaluation of performance of the Chairman of the Company, taking into views of
executive and Non Executive Directors.
c. Evolution of the quality, content and timelines of flow of information between the
management and the board that 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 with
instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for
directors and employees to report concerns about unethical behavior, actual or suspected
fraud 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 any
specific measures to reduce energy cost per unit. However, it intends to conserve energy
for 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 own
shares 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 dividend,
voting or otherwise.
Shares in Suspense Account
• Aggregate number of shareholders and the outstanding shares in the Suspense
Account lying at the beginning of the year: NIL
• Number of shareholders who approached issuer for transfer of shares from
Suspense Account during the year: Not Applicable
• Number of shareholders to whom, shares were transferred from Suspense Account
during the year: Not Applicable
• Aggregate number of shareholders and the outstanding shares in the Suspense
Account lying at the end of the year: NIL
• That the voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares: Not Applicable
Shares in Unclaimed Suspense Account
• Aggregate number of shareholders and the outstanding shares lying in the
Unclaimed Suspense Account lying at the beginning of the year: NIL
• Number of shareholders who approached issuer for transfer of shares from the
Unclaimed Suspense Account during the year: Not Applicable
• Number of shareholders to whom, shares were transferred from the Unclaimed
Suspense Account during the year: Not Applicable
• Aggregate number of shareholders and the outstanding shares lying in the
Unclaimed 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 Central
Government 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 to
its size and business. The internal control systems of the Company are designed to ensure
that the financial and other records are reliable for preparing financial statements and
other data.
Significant and material orders
The Honble NCLT, Ahmedabad bench had ordered commencement of Pre packaged Insolvency
Resolution Process, pursuant to which the Company has filed a Resolution Plan. The going
concern status and the Companys operations in the future might be impacted subject to the
approval of the Hon,ble NCLT.
General
i. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
ii. No fraud has been reported during the audit conducted by the Statutory Auditors and
Secretarial
Auditors of the Company.
iii. During the year, no revision was made in the previous financial statement of the
Company.
iv. For the financial year ended on 31st March, 2022, the Company has complied with
provisions relating to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
v. The future operations of the Company might be impacted based on the approval of the
Resolution plan filed by the Company under Section 54K of the Insolvency and Bankruptcy
Code, 2016 before the Honble NCLT.
Acknowledgement
The Directors would like to thank all shareholders, customers, suppliers and associates
of your Company for the support received from them during the year. The Directors would
also like to place on record their appreciation of the dedicated efforts put in by
employees of the Company.
| Place : Ahmedabad, |
For and on behalf of the Board |
| Date : 8-8-2022 |
Amam Shah |
|
Director |
|
[DIN:01617245] |
| Registered office: |
|
| A-115, Siddhi Vinayak Towers, |
|
| B/h. DCP Office, Off S.G. Highway, |
|
| Makarba, Ahmedabad-380051. |
|
+91-9892691696
