GCM Capital Advisors Ltd Directors Report.
Your Directors have pleasure in presenting the 3rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2016.
|Particulars||For the Year ended on 31.03.2016||For the Year ended on 31.03.2015|
|Profit/(Loss) before taxation||9.36||9.89|
|Profit/(Loss) after Taxation||5.35||2.40|
|Balance carried forward to Balance Sheet||5.35||2.40|
STATE OF COMPANYS AFFAIRS
During the year. Gross revenue from Operations during the year stood at 413.90 Lac in comparison to last years figure of * 117.31 Lac. In terms of (Net Profit), the same was of (5.35) Lac in comparison to last years net Profit of 2.40 Lac. The Company has a profit mainly due to trade in Securities Market and Inter corporate Deposits Interest and the same has impacted the profit of the Company.
DIVIDEND AND RESERVES
Due to inadequate profit during the year and in order to conserve resources for future, your Directors do not recommend any Dividend for the year under review.
During the year under review, nil amount was transferred to General Reserve.
The paid up Equity Share Capital as on March 31, 2016 was 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. As on March 31, 2016, Apart from Mr. Manish Baid, Mr. Inder Chand Baid, Mr. Samir Baid and Mrs. Saroj Baid, who are holding 5,000 Shares or 0.03% of Paid-up Capital each, none of others Directors, Directors Relatives and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
The Company does not have any Subsidiary or Associate Company within the meaning of section 2(87) and section 2 (6) of the Companies Act 2013("Act") respectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arms 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 Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
MANAGEMENT DISCUSSION 8. ANALYSIS
The Management Discussion and Analysis is annexed and forms part of the Directors Report. MANAGEMENT
The changes in the management of your Company are detailed below:
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Name||Designation||Date of Appointment||Date of Resignation|
|1. Mr.Alok Kumar Das||Director||-||18th April,2015|
|2. Mr.Laxmi Narayan Sharma||Director||18th April 2015||-|
|3. Mr. Manish Baid||Director||-||25th April,2015|
|4. Ms.Shilpa Baid||Non-Executive Director||-||25th April,2015|
|5. Ms.Komal Gada||Company Secretary||-||13th May 2015|
|6. Mr.Gaurav Mody||Company Secretary||20Ih May2015||*|
During the year 2015-16 Six meetings of the Board of Directors were held and the gap between two such meetings does not exceeds 120 days. Meetings were held on 13th May ,2015,20th May,2015 ,27th May ,2015,13th August ,2015, 10th November 2015 and 11th February 2016.
Attendance of the Directors at the Board meetings
|Mr.Samir Baid||Chairman & Managing Director||6|
|Mr.Laxmi Narayan Sharma||Independent Director||6|
|Mr.Mitesh Mehta||Independent Director||6|
During the year 2015-16 Four meetings of the Audit Committee were held on 27th May ,2015,13th August ,2015, 10th November 2015 and 11th February 2016,.There were no occasions during the year where the Board of Directors did not accept the recommendations of the Audit Committee.
Attendance of the Audit Committee meetings :
|Mr.Laxmi Narayan Sharma||Chairman||4|
|Mr.Samir Baid||Director & Member||4|
|Mr.Mitesh Mehta||Director & Member||4|
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee consisting of two Independent Directors and one Non-Executive Director.
The said Committee lays down the Policy on Remuneration stating therein the positive attributes required for the Managing Director, Independent Directors and Key Managerial Personnel. The said policy also states the modus operandi for determining the remuneration to the above said personnel. The Remuneration Policy of the Company can be viewed on the Companys website www.gcmcap.com
During the year 2015-16 two meetings of the Nomination & Remuneration Committee. Meetings were held on 13th May, 2015 and on 20th May, 2015
Attendance of the Nomination & Remuneration Committee meetings
|Mr.Laxmi Narayan Sharma||Chairman||2|
|Mr.Samir Baid||Director & Member||2|
|Mr.Mitesh Mehta||Director & Member||2|
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted a Stakeholders Relationship Committee consisting of two Independent Directors, one Non-executive Director and the Managing Director. During the year 2015-16 three meetings of the Stakeholders Relationship Committee. Meetings were held on 13th May, 2015, 20,h May,2015 and on 02nd February , 2016.
Attendance of the Stakeholders Relationship Committee meetings.
|Mr.Laxmi Narayan Sharma||Chairman||3|
|Mr.Samir Baid||Director & Member||3|
|Mr.Mitesh Mehta||Director & Member||3|
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company is required to conduct the Familiarisation Programme for Independent Directors (IDs pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which familiarise them about the Company and their roles, rights, responsibilities in the Company. The details of such Familiarisation Programme for Independent Directors may be referred to, at the website of the Company www.gcmcap.com.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of the Companies Act 2013 relating to CSR activities are not applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Whole Time Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 .
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. TRIBUNALS OR COURTS
There are no other significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors 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;
(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; and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.
BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.
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.
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 3rd Annual General Meeting up to the conclusion of the 5th 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.
The Auditors Report to the Member together with Accounts for the year ended 31st March, 2016 and the observations of the Auditors as referred in their report are suitably explained in the notes to accounts and therefore do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.
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 M/s.A.L.Associates ,Ms.Priti Lakhotia (Partner) M.No-21970 Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.
The Secretarial Auditors Report to the Member for the year ended 31st March, 2016 does not contain any qualification, reservation or adverse remark.
The Company has appointed M/s. Baid Ray & Associates., Chartered Accountants, Kolkata (CP NO: 055737), as Internal Auditors of the Company for the current financial year.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
Details of remuneration paid to employees as required by Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable, since the Company has not employed any person drawing salary of more than Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. ADOPTION AND INNOVATION
Since the Company is into the Business of Investee /trader into Shares and Securities; the information regarding conservation of energy. Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, 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.
During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
REPORT ON CORPORATE GOVERNANCE
As per the requirement of SEBI Circular No. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 No. SEBI/LAD- NRO/GN/2015- 16/013 dated September 2, 2015, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year Or Company Listed On SME Platform Company was not required to comply with the norms of the Corporate Governance.
Since, the Company is listed only on SME Exchange as on Financial Year ending 31st March, 2016, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.
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|
|Date: May 28, 2016||For GCM CAPITAL ADVISORS LIMITED|
|Registered Office :|
|805, 8th Floor, Raheja Centre||SAMIR BAID|
|214, Free Press Journal Marg||(DIN : 00243521)|
|Nariman Point, Mumbai-400 021||CHAIRMAN|