GCM Capital Advisors Ltd Directors Report.

To

The Members of,

GCM Capital Advisors Limited

Your Directors have pleasure in presenting the 05th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS:

A summary of the Financial Performance of your company and its major associates, for the financial year ended March 31, 2018 is as under:

Rs in Lac
Financial Results Current Year Ended on 31st March, 2018 Previous Year Ended on 31st March, 2017
Operating Revenue 295.62 686.28
Others Income 36.96 30.42
Total Revenue 332.59 716.71
Total Expenditure 100.62 85.54
Profit/(Loss) before Taxation 9.61 0.45
Provision for Taxation (including Deferred Tax) 0.68 -0.76
Profit/(Loss) after Taxation 8.94 1.22
Balance Carried forward to Balance Sheet 8.94 1.22

MICROECONOMIC OVERVIEW

Growth is increasing, making India the fastest-growing G20 economy. Investment and exports, supported by the smoother implementation of the new goods and services tax (GST), are becoming major growth engines. Inflation will hover within the target band, with upside risks reflecting rising oil prices and an increase in housing allowance for public employees. The current account deficit will increase. Job creation in the formal sector will remain sluggish, leaving the vast majority of workers in low-productivity, lowpaid activities.

Fiscal and monetary policies are projected to remain broadly neutral. To reduce the relatively high public debt-to-GDP ratio, containing contingent fiscal liabilities is key, including through better governance of public enterprises. Better risk assessment in banks would allow allocating financial resources to the best projects and avoiding a new increase in non-performing loans. Investing more in education and training, combined with a modernisation of labour laws, would help create better jobs and make growth more inclusive.

Overall Performance & Outlook

Gross revenue from operations for the year stood at Rs. 332.59 lakh in comparison to last years revenue of Rs 716.71 lakh. During the current financial year, the Company has earned a gross profit of Rs. 110.22 lakh in comparison to last year s profit of 85.99 lakh. In term of Net Profit, the same was stood at Rs. 8.93 lakh in comparison to last years net Profit of Rs. 1.22 lakh.

Your Company is into the business of Trading of Agriculture products as well as deploying its surplus funds in the treasury operations as well as carrying trading/investment activities in Shares & Securities, in all the Segment of BSE and NSE.

During current financial year, the Company has operated in single segment viz. Trading of Agriculture Goods and finance and investments.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantee and investments if any, covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes of the Financial Statements.

Dividend and Reserves

Due to inadequate profit during the year and in order to conserve resources for future, your Directors do not recommends any further Dividend payments for the year under review.

During the year under review, no amount was transferred to General Reserve.

Share Capital

The Paid-up Equity Share Capital as on March 31, 2018 was Rs. 16.94 Crore. During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Subsidiary Company

The Company does have a subsidiary named LUCRARE TECHNOLOGY PRIVATE LIMITED, further the information of Subsidiary is provided in the Annual report.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Management Personal or to the designated person which may have potential conflict with interest of the company at large and hence do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in Form AOC-2 is not required.

MANAGEMENT DISCUSSION & ANALYSIS

As required by under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations, 2015, the Management Discussion and Analysis is annexed and forms part of the Directors Report.

MANAGEMENT

There was no change in Management of the Company during the year under review. Further none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board s Functioning, composition of the Board and its committees, execution and performance of the specific duties, obligations and governance.

The performance evaluation of independent directors was completed. The performance evaluation of the chairman and the non-independent director was carried out by the independent Directors. Teh Board of Directors expressed their satisfaction with the evaluation processed.

Remuneration policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, Which inter-alia includes policy for selection and appointment of Directors, key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the www.gcmcap.com.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

All Independence Director have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

Further none of the Directors of the company are disqualified under sub-Section (2) of Section 164 of the Companies Act, 2013.

Familiarisation Programme for Independent director

The Company is required to conduct the Familiarisation Programme for Independent director(Ids) Pursuant to SEBI (LODR) Regulations, 2015, Which Familiarise them about the company and their roles, rights, responsibilities in the company.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ( AGM ) of the Company.

STATUTORY INFORMATION

The Company being basically into the broking business and is the member of BSE and NSE. Apart from broking business, the Company is also doing business in shares and securities. In view of current line of business, requirements regarding and disclosures of particulars of Conversation of Energy and Technology Absorption prescribed by rule is not applicable to us.

Significant and Material Orders Passed by the Regulators, Tribunals or Courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the company and its future operations.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DERING THE YEAR

Sl. No. Name Designation Date of Appointment Date of Resignation
1 Gourav Mody Company Secretary - August 02, 2017
2 Dipti Jain Company Secretary January 29, 2018 -

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle Blower Policy to report genuine concern or grievances. The Whistle Blower Policy has been posted on the website of the Company.

AUDITORS Statutory Auditors

The Auditors M/s Maheshwari & Co., Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 05th Annual General Meeting up to the conclusion of the 7th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s Maheshwari & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section..

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Ms. Kriti Daga, Company Secretaries in Practice (CP No.14023) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed in this Annual Report as Annexure.

Internal Auditors

The Company has appointed M/s A, K. Das & Co., Chartered Accountants, Kolkata (FRN 325204E) as Internal Auditors of the Company for the current financial year.

Extract of Annual Return

Pursuant to provisions of Section 134(3) (a) of the Companies act, 2013, extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure.

REPORT ON CORPORATE GOVERNANCE

As per SEBI circular no. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOUSURE REQUIRNMENTS) REGULATION, 2015 No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02, 2015 Company s paid up capital is less than Rs. 10 Crores and Net Worth is also less than Rs. 25 Crore or Company listed on SME Platform Company was not required to comply with the norms of the corporate Governance.

Since the Company was listed on SME Exchange only as on Financial Year ending 31st march 2018, therefore the provisions relation to Corporate Governance are not applicable to the Company.

COMMENTS ON AUDITOR S REPORT:

The notes referred to in the Auditor s Report are self-explanatory and as such they do not call for any further explanation as required under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

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

The information as required by provisions of the Companies Act, 2013 is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning/ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Companys valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Place: : Mumbai By Order of the Board of Directors
Data: : August 1, 2018 for GCM Capital Advisors Limited
Registered Office: Sd/-
805, 8th Floor, Raheja Center, SAMIR BAID
214- Free Press Journal Marg DIN: 00243521
Nariman Point, Mumbai-400021 Chairman
CIN: L74110MH2013PLC243163