GCCL Construction & Realities Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

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,
2024.

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	As on	As on
	31/03/2024	31/03/2023
Revenue from Operations	0.00	0.00
Add: Other Income	66.35	45.66
Total	66.35	45.66
Less: Total Expenses	14.26	10.12
Profit/ Loss before Exceptional Items & Tax	52.09	35.54
Less: Exceptional Items	0.00	0.00
Profit/ Loss before Tax	52.09	35.54
Less: Tax Expenses Current Tax	11.30	10.65
Deferred tax	(1.91)	1.41
Profit/ Loss after Tax	42.70	23.48
Add: Other Comprehensive Income	0.00	0.00
Total Comprehensive Income	42.70	23.48
Earnings Per Share: Basic and Diluted	0.36	0.20

Performance of the Company

The Company has earned a profit of Rs. 66.35 lakhs in the financial year 2023-24 against a profit
of Rs. 45.66 lakhs in the previous financial 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

There are no material changes and commitments affecting the financial position and/ or business
operations of the Company.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31,2024, 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 2023-24
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), Director retires by rotation at the
30^th AGM of the Company and being eligible has offered himself for re-appointment. The Board
has recommended his reappointment at the forthcoming AGM as the Director of the Company,
liable to retire by rotation.

Statutory Audit

The Board of Directors of the Company on the recommendation of the Audit Committee and
subsequent approval by the Members at the Extra ordinary General Meeting of the Company
held on 8 May 2024 has appointed M/s. Sorab S. Engineer & Co., Chartered Accountants, (FRN:
110417W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the

resignation of M/s Hiren D Shah & Associates, Chartered Accountants (FRN: 131252W) from the
conclusion of EGM held on 8 May 2024 till the conclusion of this Annual General Meeting.

M/s. Sorab S. Engineer & Co., Chartered Accountants, shall be appointed for a consecutive term
of 5 years from the conclusion of this 30^th AGM till the conclusion of the 35^th AGM to be held in
the year 2029.

The Statutory Auditor has issued a qualified report for the financial year 2023-24. 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, 2024. 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 2023-24 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
committee’s 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, 2024, 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 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 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 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 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

There were no significant and material orders passed by the regulators or courts or tribunals,
which would impact the going concern status and the Company’s operations in the future.

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, 2024, the Company has complied with
provisions relating to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

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.

Ahmedabad, 14 August, 2024 On behalf of the Board

Registered office: Devang Jhaveri

A-115, Siddhi Vinayak Towers, Whole time Director

B/h. DCP Office, Off S.G. Highway, DIN: 02372402

Makarba, Ahmedabad- 380051

---

Mar 31, 2013

To, The Members of GCCL Construction & Realities Limited,

The Directors presents their Nineteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2013.

(Rs. In Lscs)

2012-2013 2011-2012

Gross income 20.99 16.24

Profit/Loss before 10.16 6.81

Depreciation & Tax Nil Nil

Depreciation Nil Nil

Profit/Loss after 10.16 6.81

Depreciation Nil

Tax- Current Nil Nil

Deferred Nil Nil

Profit/loss after tax _ 9.69 6.25

OPERATIONS

The Company has earned Rs.20.99 lacs as other income. The profit of the Company is Rs.9.69 lacs against profit of Rs.6.25 lacs in the previous year.

APPROPRIATIONS

DIVIDEND

The Board does not recommended any dividend for current year

TRANSFER TO RESERVES

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs.9.69 lacs has retained in the profit and loss account.

LISTING OF SHARES

The Company''s share continues to remain listed with the Bombay Stock Exchange.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors'' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 153 of Articles of Association of the Company provides that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Amam S. Shah & Shri Himanshu J. Kamdar, Director will retire by rotation and being eligible, and offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

STATUTORY DISCLOSURES:

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report on Board of Directors) Rules 1988:

Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees'' amendment) Rules, 1988 as amended from time to time is nil.

MANAGEMENT DISCUSSION & ANALYSIS

At present, your Company is not pursuing any of its main objects and hence the Board has not commented upon Industry Structure & Development, Opportunities & Threats, Future Outlook, and Risk & Concerns.

Internal Control Systems & their Adequacy:

The company has proper & 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 tar preparing financial statements and other data.

Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Company''s operations such as Government policies, tax laws, political and economic development.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman of the Company is included as a part of this annual report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub-Section (2AA) of Section 217 of Companies Act''1956 the Board of Directors of the Company hereby State and confirm that:

* in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

* 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 end of the financial year and of the profit or loss of the company for that period;

* 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;

* The Directors had prepared the annual accounts on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended 31st March, 2013 is attached to the Balance Sheet. AUDITORS AND AUDITORS* REPORT

The Auditors'' M/s Dinesh R. Shah & Nanavati, Chartered Accountants, Ahmedabad, holds office until the conclusion of the ensuing 19th Annual General Meeting and is recommended for reappointment for the year 2013-2014. The Company has received certificate from the Auditors'' to the effect that the reappointment if made, would be within prescribed limit under Section 224 (l-B)of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

ACKNOWLEDGEMENTS

The Board expresses their appreciation for continued co-operation and support extended to the Company by bankers, employees & shareholders.

By Order of the Board of Directors

Date-18/07/2013 Bahubali S. Shah

Registered Office: Chairman

606, Sakar-I, Opp. Nehru Bridge,

Ashram Road, Ahmedabad- 380009

---

Mar 31, 2010

The Directors presents their Sixteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

Your company has not pursued any of its main objects and hence there is no income earned. During the year under report, the other income was Rs 12.12 Lacs and net profit after tax is Rs 3.96 Lacs.

Your Directors do not recommend any dividend for the year 2009-2010.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s Dinesh R. Shah & Nanavati, Chartered Accountants, Ahmedabad holds office until the conclusion of the ensuing Annual General Meeting and is recommended for reappointment for the year 2010-2011. The Company has received certificate from the Auditors to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

The notes at schedule 7 are self-explanatory and do not require further clarifications.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

DIRECTORS:

Shri Bahubali S. Shah and Shri Amam S. Shah, Directors will retire by rotation and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act1956 the Board of Directors of the Company hereby State and confirm that:

- in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently 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 end of the financial year and of the profit or loss of the company for that period;

- 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;

- the Directors had prepared the annual accounts on a going concern basis.

CODE OF CONDUCT

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by CEO of the Company is included as a part of this annual report.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

For and on behalf of the Board of Directors

Bahubali S. Shah

Place: Ahmedabad Chairman

Date : 30/06/2010

Registered office: 606, Sakar I,

Ashram Road,

Ahmedabad- 380 009.