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
|
20.89
|
67.55
|
|
Total
|
20.89
|
67.55
|
|
Less: Total Expenses
|
49.88
|
61.90
|
|
Profit/ Loss before Exceptional Items & Tax
|
(28.99)
|
5.65
|
|
Less: Exceptional Items
|
0.00
|
0.00
|
|
Profit/ Loss before Tax
|
(28.99)
|
5.65
|
|
Less: Tax Expenses
|
|
|
|
Current Tax
|
0.00
|
2.22
|
|
Short provision related to earlier years
|
0.30
|
0.00
|
|
Deferred tax
|
(3.79)
|
(0.52)
|
|
Profit/ Loss after Tax
|
(25.50)
|
3.95
|
|
Add: Other Comprehensive Income
|
(2.87)
|
(216.53)
|
|
Total Comprehensive Income
|
(28.37)
|
(212.58)
|
|
Earnings Per Share:
|
|
|
|
Basic and Diluted
|
(0.42)
|
0.07
|
Performance of the Company
The Company has suffered a loss of Rs. 28.37 lakhs in the financial year 2023-24 against a
loss of Rs. 212.58 lakhs 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, 2021 had approved the
Resolution plan and the Resolution Professional had filed an Application under section
54K(15) dated December 13, 2021 with Hon’ble National Company Law Tribunal,
Ahmedabad Bench (NCLT). The Hon’ble NCLT vide its order dated 05/09/2023 has
approved the Resolution plan that comprises of Management as well as capital restructuring
by way of a scheme of merger of GCCL Infrastructure & Projects Ltd (Transferee) with a
division of Shreyarth Aaspas Ltd (Transferor). Pursuant to this the Company has undertaken
a process of capital reduction and also allotment of new shares.
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
Pursuant to the approval of Resolution plan by the Hon’ble NCLT, the Company shall
operate in two different business segments which shall change the nature of business
operations.
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 Shreyans 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.
As a part of management restructuring, Mrs. Binoti Shah, CFO has resigned effective from
28/11/2023. Mr. Nehal Shah and Mr. Nandit Raja, Independent Directors have also resigned
effective the same date.
Mr. Amam Shah took charge as the CEO of the Company effective 28/11/2023.
Mr. Dhirendra Avashia was appointed as an Additional Director in the capacity of Non¬
Executive, Independent Director of the Company effective 04/11/2023 for a period of five
years, subject to approval of the members of the Company in the ensuing AGM.
Mr. Shreyans Shantilal Shah was appointed as an Additional Director in the capacity of
Executive, Whole time Director of the Company effective 04/11/2023, subject to approval of
the members of the Company in the ensuing AGM.
Mrs. Smruti Shreyans Shah was appointed as an Additional Director in the capacity of Non
Independent Director of the Company effective 04/11/2023, subject to approval of the
members of the Company in the ensuing AGM.
Mr. Divyesh Maneklal Shah was appointed as an Additional Director in the capacity of Non¬
Executive, Independent Director of the Company effective 04/11/2023 for a period of five
years, subject to approval of the members of the Company in the ensuing AGM.
As on 31st March, 2024, the board comprises of the following directors;
1. Amam Shreyans Shah
2. Priyank Shrirajbhai Jhaveri
3. Divyesh Maneklal Shah
4. Dhirendra Ansukhlal Avashia
5. Shreyans Shantilal Shah
6. Smruti Shreyans Shah
Statutory Audit
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 28th till the conclusion of the 33rd 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 2024 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, 2024. The Report of the Secretarial Audit is annexed
herewith as Annexure- I.
The Secretarial Auditors have notified certain comments in their Secretarial Audit Report for
F.Y. 2023-24 and the below table provides a brief on clarification provided by the
management in respect of observations made by Secretarial Auditor in the Secretarial Audit
for the year ended 31st March, 2024:
|
Reference
No.
|
Secretarial Auditor’s Observations
|
Company’s Reply
|
|
1
|
As per the Regulation 17 (1C) of SEBI
|
The Extra-Ordinary General meeting
|
| |
(LODR) Regulations, 2015, the approval of
|
could not be held within 3 months of date
|
| |
shareholders for the appointment of person
|
of appointment as the company was in
|
| |
on the Board of Directors is to be taken at
the next Annual General Meeting or within
a time period of three months from the date
of appointment, whichever is earlier,
however the company has not taken
approval of shareholders for the
|
process of restructuring.
|
| |
appointment of Mr. Shreyans Shantilal
Shah, Mrs. Smruti Shreyans Shah, Mr.
Divyesh Maneklal Shah and Mr. Dhirendra
Ansukhlal Avashia within 3 months of
appointment
|
|
|
2
|
The company has not appointed Internal
Auditors for the financial year 2023-24.
|
The company will appoint Internal Auditor
from current year.
|
|
3
|
The company has taken non- interest
bearing unsecured loans from Related
Party.
|
The company has taken note of the
same and will do the needful in the
current year.
|
|
4
|
As per the SEBI regulations, the company
was required to take approval from Stock
Exchange for the scheme of the merger of
TV undertaking of Shreyath Aaspas
Limited in the company and also for capital
restructuring carried out by company
through reduction of share capital by
cancelling all the physical shareholdings.
However, the company has completed the
process in the Registrar of Company
(ROC) but failed to take in-principle
approval from Stock Exchange.
|
The company is in process of complying
with all the requirements of Stock
Exchange and SEBI.
|
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.
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 therefore, 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.
Directors Training and Familiarization
The Company undertakes and makes necessary provision of an appropriate induction
programme for new Director(s) and ongoing training for existing Directors. The new
Director(s) are introduced to the Company culture, through appropriate training programmes.
Such kind of training programmes helps develop relationship of the directors with the
Company and familiarize them with Company processes. The management provides such
information and training either at the meeting of Board of Directors or at other places.
The induction process is designed to:
• build an understanding of the Company's processes and
• fully equip Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms
of appointment, duties, responsibilities and expectations from them.
Vigil Mechanism/ Whistle Blower Policy
In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil
Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if
any.
The Company promotes ethical behavior in all its business activities and has adopted a
mechanism of reporting illegal or unethical behavior. The Company has a whistle blower
policy wherein the employees are free to report violations of laws, rules, regulations or
unethical conduct to their immediate supervisor or such other person as may be notified by
the management to the employees / workers. The mechanism also provides for adequate
safeguards against victimization of directors and employees who avail of the mechanism and
also provide for direct access to the Chairperson of the Audit Committee in the exceptional
cases. The confidentiality of those reporting violation is maintained and they are not
subjected to any discriminatory practice. However, no violation of laws or unethical conduct
etc. was brought to the notice of the Management or Audit Committee during the year ended
31st March, 2024. We affirm that during the financial year 2023-24, no employee or director
was denied access to the Audit Committee.
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
The Authorized share capital of the company as on 31st March, 2024 is Rs. 6,60,00,000/-
divided into 66,00,000 Equity Shares of Rs.10/- each. There has been no change in
Authorized Share Capital of Company during the review period.
Issued, Subscribed and Paid-Up Share Capital
Pursuant to the Resolution Plan approved by the NCLT, Ahmedabad bench, the Company is
in the process of cancelling all shares held in physical form as a result of which the Paid-Up
Share Capital shall reduce.
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 Hon’ble NCLT, Ahmedabad bench had ordered commencement of Pre-packaged
Insolvency Resolution Process, pursuant to which the Company had filed a Resolution Plan.
The Hon’ble NCLT vide its order dated 05/09/2023 has approved the Resolution Plan.
Details of Difference between Valuation Amount on One Time Settlement and
Valuation While Availing Loan from Banks and Financial Institutions.
During the year under the review, there has been no one time settlement of loans taken from
banks and financial institutions.
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, September 05, 2024 On behalf of the Board
Registered office: Amam Shah
A-115, Siddhi Vinayak Towers, Director
B/h. DCP Office, Off S.G. Highway, DIN: 01617245
Makarba, Ahmedabad- 380051
| 