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Directors Report of Gujarat Credit Corporation Ltd.

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the 23rd Directors'' Report together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.

The summary of operating results for the year and appropriation of divisible profits is given below. Financial Highlights (Rs. In lakhs)

Particulars

2015-16

2014-15

Revenue from operations

0.00

9.00

Other Income

24.09

2.49

Total Income

24.09

11.49

Depreciation

2.34

2.70

Tax: Current Tax

0.10

3.33

Deferred tax

0.00

-0.12

Profit/(Loss) after Tax

3.83

-12.11

Earnings per share: Basic Diluted

0.05

-0.14

Performance of the Company

During the year under review, the total income of the Company was Rs. 24,09,625/- against Rs. 11,49,705/- in the previous year. The Company has earned a Profit after tax of Rs. 3,82,999/- compared to a loss of Rs. 12,11,401/- in the previous year.

Transfer to Reserves

For the financial year ended 31st March, 2016, it is proposed to carry a nil amount to General Reserve Account.

Dividend

In view of inadequate profits, the Board of Directors has not recommended any dividend for the current year.

Material Changes between the date of the Board Report and end of Financial Year

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on March 31, 2016, the Company does not have any subsidiary/joint venture companies. GCCL Infrastructure and Projects Limited is an associate of Gujarat Credit Corporation Limited.

Change in the Nature of the Business

There is no change in the nature of the business of the Company.

Meetings of the board

The information on meetings of the Board of Directors as held during the financial year 2015-16 is provide under Clause 2 (b) of the Corporate Governance Report.

Corporate Governance

As provide under Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance as specified in Regulation 17 to 27, 46 (2) (b) and para c, d and e of Schedule V are not applicable to the Company as the paid up equity share capital of the Company does not exceed Rs. 10 Crores.

The Company is committed to maintain and adhere to the Corporate Governance requirements voluntarily. The Report on Corporate Governance along with the certificate from Mr. Pinakin Shah, Practicing Company Secretary, Ahmedabad is annexed to this Report.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Risk Management

There is an adequate risk management infrastructure in place capable of addressing risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed.

Directors and Key Managerial Personnel

Mr. Amam Shah (DIN: 01617245) retires at the AGM and has offered himself for re-appointment. Mr. Amam S Shah was appointed as the Managing Director of the Company for a period of five years w.e.f 1s-July, 2011. His tenure of five years expired on 30h June, 2016. The Board of Directors on the recommendation of the Nomination and Remuneration Committee propose re-appointment of Mr. Amam S Shah as the Managing Director subject to the approval of shareholders at the ensuing AGM. During the financial year no changes have taken place in the constitution of directors.

Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s Hiren K. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No 117188W) were appointed as statutory auditors of the Company from the conclusion of the twenty-second annual general meeting of the Company held on September, 23, 2015 till the conclusion of the twenty- fifth AGM to be held in the year 2018 subject to ratification by members at every AGM.

Auditors'' report

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

M/s Pinakin Shah & Co, Practicing Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2016 is provided as Annexure-I to this Report. The Secretarial Audit Report contains the following qualification/ adverse remark for which an explanation has been given._

No.

Remark

Explanation

1

Non- compliance of Section 204 of the Companies Act, 2013

The size of the company does not offer any professional career goal.

2

Non- compliance of Section 138 of the Companies Act, 2013

The Company has internal audit system commensurate with its size

3

Non- compliance of Section 186 (7) of the Companies Act, 2013 Interest not charged

The interest will be accounted for as and when it is received

4

Non- Compliance of Regulation 46 of the SEBI (LODR), 2015

The Website was not updated at the time of Secretarial Audit

Committees of the Board

The Committees of the Board is provided under Clause 3 of the Corporate Governance Report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

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 standard shad 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 safe guarding 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

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure- II in the prescribed Form MGT-9, which forms part of this report.

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- III to this Report.

Insurance

All the assets of the Company are adequately insured.

Transactions with related parties

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is Nil.

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.

Familiarization Programme

Since all independent directors are associated with the company for more than 5 (years), the company has not conducted familiarization programme for independent director.

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.

Equity Capital

(a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(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 Voting 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

Internal financial control 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.

Any significant and material Order passed by Regulators/ Courts/ Tribunals

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company''s operation in future.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013

Acknowledgement

The Board places on record their appreciation for the support of all stakeholders.

Place : Ahmedabad, For and on behalf of the Board

Date : 28th, July 2016 Amam Shah

Managing Director

DIN:01617245

Registered office:

A-115, Siddhi Vinayak Towers,

B/h. DCP Office, Off S.G. Highway,

Makarba, Ahmedabad-380051.


Mar 31, 2014

The Members,

The Directors are pleased to present the 21 (Twenty First) Annual Report and the Audited Accounts for the financial year ended March 31,2014.

SUMMARY OF THE FINANCIAL RESULTS [Rs. in Lacs]

Particulars 2013-2014 2012-2013

Gross Income 21.08 72.95

Depreciation 2.80 3.71

Profit/Loss after 3.70 39.87 Depreciation

Tax-Current 0.70 32.73

Deferred (0.54) (0.77)

Profit/loss after tax 3.55 7.91

PERFORMANCE

Net Revenue from Operations for the year ended March 31,2014 was at Rs 20.29 Lacs representing a decline of 71.46% per cent over the previous year. Profit before tax for the year was at Rs 3.70 Lacs representing a decl ine of 90.70% per cent over the previous year.

APPROPRIATIONS

DIVIDEND

The Board does not recommend any dividend for the financial year 2013-14.

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. Ni I to the general reserve and an amount of Rs. 3.55 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

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

DIRECTORS

Shri Bahubali Shah (DIN- 00347465) and Shri Amam Shah (DIN- 01617245) retire at the 21st (Twenty First) Annual General Meeting and have offered themselves for re-appointment.

It is also proposed to appoint Shri Vipul Raja (DIN- 00055770), Shri L. A. Patel (DIN- 00227814) and Shri Shriraj Jhaveri (DIN 00038658), as Independent Directors of the Company for a term up to 5 years, at the forthcoming Annual General Meeting.

Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for appointment of Independrent Directors are mentioned in the explanatory statement to the Notice.

STATUTORY DISCLOSURES:

ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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.

PERSONNEL

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with and Companies (Particulars of Employees) Amendment Rules, 2011 is Nil.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the appl icable accounting standards have been fol lowed;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended March 31,2014;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended 31st March, 2014 is attached to the Balance Sheet.

AUDITORS

M/s Hiren K. Shah & Co., Chartered Accountants, Ahmedabad [Membership No. 102820] were appointed as the statutory auditors of the Company for financial year 2013-14 at the Annual General Meeting (ANNUAL GENERAL MEETING) of the Company held on 18/09/2013. M/s Hiren K. Shah & Co., Chartered Accountants, Ahmedabad [Membership No. 102820] have been the Auditors of the Company since financial year 2013-14 and have completed a term of lyear.As per the provisions of section 139 of the Act, no listed company can appointor re-appoint an audit firm as auditor for more than two terms of five consecutive years.

In view of the above, M/s. Hiren K. Shah & Co., Chartered Accountants, Ahmedabad [Membership No. 102820], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors proposes their reappointment as the statutory auditors of the Company.

FIXED DEPOSITS

The Company has fixed deposits of Rs 66.03 lacs as on 31/03/2014. The Company does not have any unclaimed or overdue deposits as of date.

INSURANCE

The Company''s assets are adequately insured against major risks MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

ACKNOWLEDGEMENT

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, the medical fraternity and business partners, al I of whom have contributed to the Company''s success.

Place: Ahmedabad For and on behalf of the Board Date: 30/07/2014

Amam Shah Shriraj Jhaveri Managing Director Director

Registered Office: 606, Sakar I Opp. Nehru Bridge Ashram Road Ahmedabad 380009. Gujarat, India


Mar 31, 2013

To, The Members of Gujarat Credit Corporation Limited,

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

FINANCIAL RESULTS: (Rs.lnLacs)

Particulars 2012-2013 2011-2012

Gross Income 72.95 4.70

Depreciation 3.71 3.79

Profit/Loss after 39.87 (12.30) Depreciation

Tax-Current 32.73 0

Deferred (0.77) (0.55)

Profit/loss after tax 7.91 (11.75)

OPERATIONS:

The Company has earned Rs 71.12 lacs as project income & Rs 1.84 lacs as other income. The profit of the Company is Rs. 7.91 lacs against loss of Rs.11.75 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. 7.91 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 90 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. Aretiring Director is eligible for re-election.

Shri Bahubali Shah & Shri Shriraj S. Jhaveri, Directors will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional 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 20th Annual Genera) 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) Rules1988:

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.

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. 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 sucb 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.

CASHFLOW

A Cash Flow statement for the year ended 31 st March 2013 is attached to the Balance Sheet.

AUDITORS AND AUDITORS'' REPORT

The present Auditors M/s. Parikh Mehta & Associates, Chartered Accountant, Vadodara, have intimated the Company in writing of their unwillingness to be re-appointed as Auditor of the Company from FY. 2013-14. It is proposed to appoint M/s Hiren K. Shah & Co. Chartered Accountants, Ahmedabad, as Auditor to holds office until the conclusion of the 21st Annual General Meeting. 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.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

INSURANCE

The Company''s assets are adequately insured against major risks.

ACKNOWLEDGMENTS

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

Place: Ahmedabad For and on behaif of the Board of Directors

Date-18/07/2013

Registered Office: AmamShah Shriraj Jhaveri

606, Sakari,Ashram Road, Managing Director Director

Ahmedabad-380 009


Mar 31, 2010

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

FINANCIAL RESULTS:

Particulars 2009-10 (Rs In Lacs) 2008-09 (Rs in lacs)

Profit/Loss for the year (38.65) 8.21

Profit/Loss braught forward from previous year 196.47 188.26

Profit/Loss carried to Balance Sheet 158.04 196.47

OPERATIONS:

The company has earned Rs 13.51 lacs from development of real estate.

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.

CORPORATE GOVERNANCE CLAUSE 49

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:

Shri Bahubali S Shah and Shri Vipul H Raja, Directors will retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s. Parikh Mehta & Associates, 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 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.

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.

ACKNOWLEDGEMENTS

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

Place: Ahmedabad For and on behalf of the Board of Directors

Date: 30/06/2010

Registered office: Bahubali Shah

606, Sakar I, Ashram Road, Chairman

Ahmedabad- 380 009.

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