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Directors Report of GCV Services Ltd.

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2010.

(Rs. in Lacs)

Year Ended Year Ended

Financial Results 31.03.2010 31.03.2009

Income 10.62 -

Profit before Tax (0.50) (2.36)

Less : Provision for Taxation

Profit after Tax (0.50) (2.36)

Add : Profit brought forward from Previous Year (12.44) (10.08)

Balance carried forward (12.94) (12.44)


Due to losses in the current year Board has not recommended any dividend for the Financial Year 2009-2010.


Due to recession your companys performance was not up to the mark. The slowdown in global economy has not only affected the business of your Company but also the entire service industry which is still continuing. The lack of demand, forced your Company to reduce prices and tough competition has again worsened the situation. The Board of Directors and its team of employees have put in full efforts and performed excellently.


Your Company primarily operates in the business of Finance, Consultancy and Service Industry. Due to down turn in the global economy all the three business has reduced substantially.


Risk is inherent part of the Companys business. Effective Risk Management is critical to any industry. In view of this, aligning Risk Management to Companys organizational structure and business strategy has become integral to the business of the company. The Companys goal in risk management is to understand measure and monitor the various risks that arise, and to evolve appropriate policies and procedures to mitigate these risks. The Company is primarily exposed to credit risk, interest rate risk, liquidity risk and operational risks. The Board manages and reviews the risk management system, policy and strategy from time to time. The Board identifies, assesses and monitors all principal risks. The ever changing business environment necessitates continuous monitoring, evaluation & management of significant risks faced by the organization. Your Company periodically reviews the risk assessment and minimisation procedures and steps taken by it to mitigate these risks.


Your Company continues to be the preferred service provider. During the year under review, your Company continued a moderate growth in business. Your company will continue to build capabilities and nurture a talent pool with diverse skills sets to deliver continuous results. Your Companys nationwide network and locally recruited employees have facilitated in developing and strengthening relationship with its customers. During the year under review, your Company continued its innovative methods of sourcing funds.


In the opinion of the management, the internal control systems are adequate and provide, among other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets. Teams of employees conduct internal audits to assess the adequacy of the internal control procedures and processes of the Company. The accounts of the Company are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on input from these auditors. Reports of the internal audit, as well as the action taken on the matters reported upon, are discussed at the Audit Committee Meetings.


Your Companys industrial relations continued to be harmonious during the year under review. Sustained success for an organization presupposes an unwavering concentration on leadership development and strengthening the talent pipeline at all levels. Learning and development initiatives are directed towards enhancing the effectiveness of employees and we believe in building human capabilities by exposing our people to a wide variety of business complexities and providing them with greater empowerment and responsibility at all levels. Our rewards philosophy was redefined towards making it more performance oriented and business driven, at the same time, acknowledging an employees commitment to growth. We believe that a culture of appreciating all big and small achievements is crucial to develop a motivated, contributing workforce.


Your Company does not have any subsidiaries.


During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company, Mr. Prakash Dhebar, is liable to retire by rotation and being eligible, offers himself for re- appointment in the forthcoming Annual General Meeting.

Further, none of the Directors of your Company are disqualified under section 274(1)( g) of the Companies Act 1956.


Your Company believes in transparency and has always maintained a very high level of Corporate Governance. As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate from the Auditor of the company confirming compliance of the Corporate Governance requirements is attached to the Report on Corporate Governance.


The Companys auditors, M/s. Rakesh J. Gandhi & Co, Chartered Accountants, Vadodara, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.


The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.


People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive of your Companys plan. By far the employees relations have been cordial through out the year.

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 to be reported.


Further, pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported. Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. Your Company has not earned or used foreign exchange earnings/outgoings during the year under review.


Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended March 31 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted 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 your Company at the end of the financial year and of the loss of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.


The Board of Directors wishes to convey their appreciation to all your Companys employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory Authorities for their continued support.

Place: Vadodara By order of the Board


Registered Office:

102, 1st Floor, Panorama

R. C. Dutt Road, Sd/- Sd/-

Vadodara- 390 007. Prakasfi Dhebar Sandip Shah

Gujarat, India. Director Director