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GCCL Infrastructure & Projects Ltd
Industry :  Miscellaneous
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As on: May 25, 2022 12:22 PM

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, 2021.

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

The summary of operating results for the year and appropriation

Results of our operations and state of affairs

Particulars For the Year Ended 31-3-21 For the Year Ended 31-3-20
Revenue from Operations 88.29 437.31
Add: Other Income 40.93 22.77
Total 129.22 460.08
Less: Total Expenses 131.87 454.87
Profit/ Loss before Exceptional Items & Tax (2.67) 5.21
Less: Exceptional Items 0.00 0.00
Profit/ Loss before Tax (2.67) 5.21
Less: Tax Expenses
Current Tax 0.00 1.52
Short provision related to earlier years 3.11 (0.31)
Deferred tax (0.05) (0.22)
Profit/ Loss after Tax (5.73) 4.22
Add: Other Comprehensive Income (48.03) 5.38
Total Comprehensive Income (53.76) 9.60
Earnings Per Share:
Basic (0.10) 0.07
Diluted (0.10) 0.07

Performance of the Company

The Company suffer a lot of Rs. 53.76 lacs in the year 2021 as compare to a profit of Rs. 9.60 lacs earn of the previous year.

Transfer to Reserves

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


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

Impact of COVID-19

The year started amidst a strict nationwide lockdown in India with tough restrictions on economic activity and mobility. The Company, and indeed the entire real estate sector in India, saw a collapse in construction activity following the lockdown. At that time, there was an unprecedented uncertainty about the eventual impact of the Covid-19 pandemic.

To deal with the situation, it implemented several interventions to adapt to the new environment and ensure effective business operations and adherence to the comprehensive safety and health protocols at its project sites. The Company continues to be fully aligned with government guidelines and best practices on safety, health and hygiene.

The Company is actively monitoring the impact of the Covid-19 pandemic on its financial condition, liquidity, operations, suppliers, industry, and workforce. It has used the principles of prudence in applying judgments, estimates and assumptions based on the current estimates. The extent to which Covid-19 impacts the operations will depend on future developments which remain uncertain.

Besides this, no material changes and commitments have occurred after the close of the year till the close of

this Report, which affects the financial position of the Company.

Material changes and commitments affecting the financial position and business operations of the


The Board, at its meeting held on April 29, 2021, approved the filing of Application under Section 54A read with section 10 with Hon'ble National Company Law Tribunal, Ahmedabad Bench (NCLT) subject to an approval of members in the Extra-ordinary General meeting. The members approved the same in the EGM held on May 27, 2021. The Application was filed with the NCLT on July 5, 2021. The NCLT wide its order dated 14, 2021 approved the commitments of PPIRP & has appointed Mr. Parag Sheth as resulational Professor of the company

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31, 2021, 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 2020-21 is provided under Clause 2 (b) of the 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 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.


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 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, Mrs Binoti Shah (DIN: 07161243), Non-Executive Non-Independent Director retires by rotation at the 27 AGM of the Company and being eligible has offered herself for re-appointment. The Board has

recommended her reappointment at the forthcoming AGM as Non-Executive Non-Independent Director of the Company, liable to retire by rotation. Mr. Shahikant Thakkar - Company Secretary & Compliance Officer of the Company has resigned with effect from 22nd September 2021.


Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the annual general meeting of the Company held on September 28, 2017 appointed M/s Sorab S Engineer & Co., Chartered Accountants, Ahmedabad (Firm Registration No: 11401700) as statutory auditors of the Company from the conclusion of Twenty Third annual general meeting till the conclusion of Twenty Eighth (28 ) Annual General Meeting, covering one term of five consecutive years. The statutory audit report for the year 2020-21 does not contain any qualification, reservation 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 has appointed M/s GKV & Associates, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2021 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 the Corporate Governance Report.

Particulars of loans, guarantees and investments

The loan given or guarantee provided, or investment made by the Company during the financial year 2020-21 as

per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

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, 2021, 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 for the FY 2019-20.

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.


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's 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 forms 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 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 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 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 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.


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, 2021, the Company has complied with provisions relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.


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 : 1-11-2021 Amam Shah
Registered office: Director
A-115, Siddhi Vinayak Towers, [DIN: 01617245]
B/h. DCP Office, Off S.G. Highway,
Makarba, Ahmedabad-380051.