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)
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Particulars
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As on
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As on
|
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31/03/2024
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31/03/2023
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Revenue from Operations
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0.00
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0.00
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|
Add: Other Income
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66.35
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45.66
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Total
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66.35
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45.66
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Less: Total Expenses
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14.26
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10.12
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Profit/ Loss before Exceptional Items & Tax
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52.09
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35.54
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Less: Exceptional Items
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0.00
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0.00
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Profit/ Loss before Tax
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52.09
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35.54
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Less: Tax Expenses
Current Tax
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11.30
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10.65
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Deferred tax
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(1.91)
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1.41
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Profit/ Loss after Tax
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42.70
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23.48
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Add: Other Comprehensive Income
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0.00
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0.00
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Total Comprehensive Income
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42.70
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23.48
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Earnings Per Share:
Basic and Diluted
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0.36
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0.20
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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
30th 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 30th AGM till the conclusion of the 35th 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
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