GCCL Infrastructure & Projects Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 24nd Directors Report together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2018.

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

Financial Highlights

(Rs. In lakhs)

Particulars For the Year Ended 31-3-18 For the Year Ended 31-3-17
Revenue from Operations 223.75 16.75
Add: Other Income 0.52 0.00
Total 224.27 16.75
Less: Total Expenses 218.93 16.35
Profit before Exceptional Items & Tax 5.34 0.40
Less: Exceptional Items 0.00 0.00
Profit before Tax 5.34 0.40
Less: Tax Expenses
Current Tax 1.03 0.08
Deferred tax 35.86 35.31
Profit after Tax 40.17 -34.99
Add: Other Comprehensive Income -24.00 62.80
Total Comprehensive Income 16.17 27.81
Earnings Per Share:
Basic 0.67 -0.58
Diluted 0.67 -0.58

Performance of the Company

The revenue of the Company increased from 16.75 Lacs to Rs. 224.26 Lacs in the year 2018. Gross Profit increased to Rs. 40.17 Lacs from a Loss of Rs. 34.99 Lacs in the year 2018.

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 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 financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31,2018, the Company does not have any subsidiary/joint venture/associate companies. Change in the Nature of the Business

There is no change inthe nature ofthe businessofthe Company.

Meetings of the Board

The information on meetings of the Board of Directors as held during the financial year 2017-18 is provide under Clause 2 (b) ofthe Corporate Governance Report.

Corporate Governance

As provide under Regulation 15 (2) ofthe SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance as specified in Regulation 17 to 27,46 (2) (b) and para c, d and e of Schedule Vare not applicable to the Company as the paid up equity share capital ofthe Company does not exceed Rs. lOCrores.

The Company is committed to maintain and adhere to the Corporate Governance requirements voluntarily. The Report on Corporate Governance along with the certificate from Mr. Pinakin Shah, Practicing Company Secretary, Ahmedabad isannexed to this Report.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.

Risk Management

There is an adequate risk management infrastructure in place capable of addressing risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risksthose have been identified and assessed.

Directors and Key Managerial Personnel

Amam Shah (DIN: 01617245), retires by rotation at the 24th Annual General Meeting and being eligible, seeks reappointment.

Auditors

M/s Sorab S Engineer & Co., Chartered Accountants, Ahmedabad (FRN: 11401700) are appointed as statutory auditors of the Company by the Board for a period of five years, till the conclusion of the twenty- eighth Annual General Meeting ofthe Company to be held in the year 2022. As perthe recent amendment issued by Ministry of Corporate Affairs, ratification of statutory auditors at every AGM is not required and hence your Directors have not proposed the ratification of M/s Sorab S Engineer & Co. at ensuing AGM. Auditors Report for the year under review does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

M/s Pinakin Shah & Co, Practicing Company Secretary, Ahmedabad has been appointed as the secretarial Auditor of the Company for the financial year 2017-18 as required under Section 204 ofthe Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended

March 31, 2018 is annexed herewith marked as Annexure- Ito this Report. The Secretarial Audit Report contains the following qualification/ adverse remark for which an explanation has been given.

Remark Explanation
Non Compliance of Section 138 of The Company has Internal Audit the
Companies Act, 2013 System commensurate with its size
Non- compliance of Section 186 (7) of the when Companies Act, 2013- Interest not charged The interest will be accounted for as and it is received
Non - compliance of Section 204 of the companies Act, 2013 The size of the company dose not offer any professional career goal.

Committees of the Board

The Committees of the Board is provided under Clause 3 of the Corporate Governance Report. Compliance With Secretarial Standards on Board and Annual General Meetings The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements. 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 properexplanation 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 companyforthat 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 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 in Annexure- llin 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 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- III to this Report.

Insurance

All the assets of the Company are adequately insured.

Transactions with related parties

Information on transactions with related parties pursuant to section 134(3) (h) of the Act 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 Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) ofthe Companies Act, 2013.

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 ofthe Companys Code of Conductorpolicy.

Conservation of Energy. Technology Absorption. Foreign Exchange Earnings and Outgo

(a) Conservation of energyand 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.

Equity Capital

(a) BuyBackofSecurities

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 duringthe year under review.

(c) Bonus Shares

No Bonus Shares were issued duringthe year under review.

(d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

(e) EquityShares with Differential Voting 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 ofthe year: NIL

Number of shareholders who approached issuer for transfer of shares from Suspense Account duringthe 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 theendoftheyear: NIL

• That the voting rights on these shares shall remain frozen till the rightful owner of such shares claimstheshares: Not Applicable

Shares in Unclaimed Suspense Account

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lyingatthe beginningofthe year: NIL

• Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account duringtheyear: Not Applicable

• Number of shareholders to whom, shares were transferred from the Unclaimed Suspense Account duringtheyear: Not Applicable

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end ofthe year: NIL

Internal Financial Control 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.

Any significant and material Order passed bv Regulators/ Courts/Tribunals

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and companys operation in future.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention. Prohibition and 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 of all stakeholders.

Place: Ahmedabad, Forand on behalf ofthe Board
Date: 30-07-2018 Amam Shah
Director
Registered office: DIN:01617245
A-115, Siddhi VinayakTowers,
B/h. DCP Office, Off S.G. Highway,
Makarba, Ahmedabad-380051.