To
The Members,
Gujarat Credit Corporation Limited
The Board of Directors hereby submits the report of the business and operations of your Company, along with the Standalone and consolidated 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)
Performance of the Company
The Total Comprehensive Income of the Company on a standalone basis is Rs. 3,71,000/- for the current year as compared to a Total Comprehensive Loss of Rs. 42,000/- . in the previous year.
The Total Comprehensive Loss of the Company on a consolidated basis is Rs. 8,78,000/- as compared to an income of Rs. 1,51,000/- in the year 2023.
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 business operations of the Company.
Details of Associate Company
GCCL Infrastructure & Projects Ltd is the only associate of the Company as on March 31,2024. Consolidated Financial Statement
In accordance with the Companies Act, 2013 and implementation requirements of Indian Accounting Standard (IND-AS) Rules on accounting and Disclosure requirements, which is applicable from current year, and as prescribed by Regulation 33 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Audited Consolidated Financial Statements are provided in this Annual Report.
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. Bahubali Shah (DIN: 00347465), Director retires by rotation at the 31st AGM of the Company and being eligible has offered himself for re-appointment. The Board has recommended her 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 has appointed M/s Sorab S Engineer & Co. as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a term 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of the 34th AGM of the Company to be held in the year 2027, as approved by the members at the 29th AGM.
The Auditors' Report for fiscal year 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 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.gccl.co.in.
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 are no significant and material orders passed by any of the Authorities against the Company.
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, 2023, 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.