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, 2025. 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)
|
Standalone |
Consolidated |
| Particulars |
31/03/25 |
31/03/24 |
31/03/25 |
31/03/24 |
| Revenue from Operations |
0.00 |
0.00 |
0.00 |
0.00 |
| Add: Other Income |
17.02 |
22.89 |
17.02 |
22.89 |
| Total |
17.02 |
22.89 |
17.02 |
22.89 |
| Less: Total Expenses |
45.37 |
20.56 |
45.37 |
20.56 |
| Profit before Exceptional Items & Tax |
(28.35) |
2.33 |
(28.35) |
2.33 |
| Less: Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit before Tax |
(28.35) |
2.33 |
(28.35) |
2.33 |
| Less: Tax Expenses |
|
|
|
|
| Current Tax |
0.00 |
0.26 |
0.00 |
0.26 |
| Deferred tax |
(1.20) |
0.52 |
(1.20) |
0.52 |
| Profit after Tax |
(1.20) |
0.78 |
(1.20) |
0.78 |
| Add: Share of Profit from Associate Company |
- |
- |
(60.01) |
(12.49) |
| Add: Other Comprehensive Income |
0.61 |
2.16 |
0.61 |
2.16 |
| Total Comprehensive Income |
(26.54) |
3.71 |
(86.55) |
(8.78) |
| Earnings Per Share: |
|
|
|
|
| Basic and Diluted |
(0.32) |
0.03 |
(1.03) |
(0.10) |
Performance of the Company
The Total Comprehensive Loss of the Company on a standalone basis is
Rs. 26,54,000/- for the current year as compared to a Total Comprehensive Income of Rs.
3,71,000/- in the previous year. The Total Comprehensive Loss of the Company on a
consolidated basis is Rs. 86,55,000/- as compared to the loss of Rs.8,78,000/- 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
The Income Tax Department had conducted search at the premises of the
Registered Office of the Company. The raid began on 14/05/2025 and ended on 17/05/2025.
The business operations of the Company were impacted and halted during the search period
that ended on 11:30 pm at 17/05/2025. Any liabilities that may arise as a result of
assessment by the IT department are uncertain and hence its impact on the financial
position of the Company cannot be ascertained.
Details of Associate Company
GCCL Infrastructure & Projects Ltd is the only associate of the
Company as on March 31, 2025.
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 2024-25 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 32nd 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. Mr. Vipul Patel (DIN: 02286599)
was appointed as an Additional Director of the Company w.e.f. 03/09/2025. Approval of the
members, at the ensuing AGM is sought for regularization of his appointment as a Non
executive, Independent Director of the Company, not liable to retire by rotation, for a
period of 5 years commencing from October 1, 2025. Mr. Apurva Hathi [DIN: 03377374] was
appointed as an Additional Director of the Company w.e.f. 03/09/2025. Approval of the
members, at the ensuing AGM is sought for regularization of his appointment as a Non
executive, Independent Director of the Company, not liable to retire by rotation, for a
period of 5 years commencing from October 1, 2025. Mr. Priyank Jhaveri (DIN: 02626740),
was appointed as a Non executive, Independent Director of the Company for a period of 5
years. Approval of the members, at the ensuing AGM is sought for his re-appointment as a
Non executive, Independent Director of the Company, not liable to retire by rotation, for
a second consecutive term of 5 years commencing from October 1, 2025.
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 2025 does not contain any qualification, reservation
or adverse remark. The Report is enclosed with the financial statements in this Integrated
Annual Report.
Secretarial Audit
In compliance with Regulation 24A of the SEBI Listing Regulations and
Section 204 of the Act, the Board at its meeting held on September 6, 2025 based on
recommendation of the Audit Committee, has approved the appointment of M/s GKV &
Associates, Practising Company Secretaries (UIN: S2018GJ565600), as Secretarial Auditors
of the Company for a term of five consecutive years from the conclusion of this 32nd AGM
until the conclusion of the 37th AGM of the Company. 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 2024-25 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, 2025, 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.
| Ahmedabad, September 6, 2025 |
On behalf of the Board |
| Registered office: |
Amam Shah |
| A-115, Siddhi Vinayak Towers, |
Managing Director |
| B/h. DCP Office, Off S.G. Highway, |
DIN: 01617245 |
| Makarba, Ahmedabad- 380051. |
|
|