GCM Capital Advisors Ltd Directors Report.
The Members of,
GCM Capital Advisors Limited
Your Directors have pleasure in presenting the 04thAnnual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2017.
A summary of the Financial Performance of your company and its major associates, for the financial year ended March 31, 2017 is as under:
|Rs in Lac|
|Financial Results||Current Year Ended on 31st March, 2017||Previous Year Ended on 31st March, 2016|
|Profit/(Loss) before Taxation||0.45||13.93|
|Provision for Taxation (including Deferred Tax)||(1.89)||4.58|
|Profit/(Loss) after Taxation||2.35||9.35|
|Balance Carried forward to Balance Sheet||2.35||9.35|
India remains one of the fastest growing economies in the world. According to the Central Statistical Office s (CSO) revised estimates, India s GDP growth remained steady at 7.1% in FY17 with the third quarter registering a growth rate of 7% y-o-y despite the effects of demonetisation. Certain macroeconomic indicators suggest that the economy is steadily recovering from the impact of demonetisation, announced on 8th November, 2016, with the RBI forecasting GDP growth at 7.4% in FY18.
Consumer Inflation likely to be moderate and remain below 5% in the FY 2017. The central Government remains on the path of fiscal deficit to around 3% of GDP in FY18. Government continues to make efforts to revive investment cycle and is spending on building physical infrastructure. Government has been able to revive many stalled projects in the public sector; however, private sector investments remain weak given low capacity utilization and leveraged balance sheets.
We are on the verge of one of the most important reform measures in the country the transition to the Goods and Services Tax (GST) from 1st July, 2017. The GST will unify India into a single market thereby simplifying the compliance process, broadening the tax base and improving productivity. While there remains a possibility of disruption in the short run, given the scale of change, recent experience with the demonetization exercise suggests that the disruption to economy from GST implementation, if any, is likely to be small and short lived. The long-term potential from GST is immense.
OVERALL PERFORMANCE & OUTLOOK
Your Company is engages in Advisory services and listed on Bombay Stock Exchange Limited (BSE) in SME Segment.
Total Gross Revenue form operation for the year was Rs 716.70 Lakhs in comparison to previous financial year figures of Rs 413.90. The company has registered Net Profit/(Loss) before Tax for the year was of Rs 0.45 Lakhs in comparison to Previous Financial Year Rs 9.36 Lakhs.
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.
The Paid-up Equity Share Capital as on March 31, 2017 was Rs 16.940 Crore. During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
The Company have not any Subsidiary or any Associate Company and Joint Venture within the meaning defined under Companies, Act 2013.
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.
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.
Details of Meeting of Board of Directors and Committee and Members are annexed and forms part of the Director s Report.
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.
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.
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.
The Company is basically into the business of Advisory services. Apart from Advisory Services, the Company is also involved in the Trading and import and Export of fruits and Spices. 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
|Name||Designation||Date of Appointment||Date of Resignation|
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 04th 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.
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.
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
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, 2017 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 2017, 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.
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.
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.
By Order of the Board of Directors
for GCM Capital Advisors Limited
Data: May 30, 2017
805, 8th Floor, Raheja Center,
214-Free Press Journal Marg, Nariman Point,
Annexure of the Director s Report
Your Director have pleasure in presenting the Corporate Governance Report for the ended 31st March, 2017.
COMPANY S PHILOSOPHY ON GOVERNANCE:
Your Company believes that good Corporate Governance enhances the confidence of investors and help in meeting the needs and aspirations of its shareholders. Your company is committed to continuing the high values and traditions in transparent functioning of the organization.
BOARD OF DIRECTORS MEETING
The Company s policy is to maintain optimum combination of Executive and Non-Executive Directors. Presentably, the Board consists of six directors, out of whom four are Independent Director. One is Managing Director and on is Chairman of the Company.
COMPOSITION AND DETAILS OF DIRECTORS
|Name||Designation||Date of Appointment||Attendance at Board Meeting during 2016-17||
As on 31st March, 2017 in other listed companies
|Attendance at last AGM|
No. of Direc- torship(S) Committee Position held in listed
|No. of Meetings||Cos.||Chairman||Member|
|1. Samir Baid||Chairman & Managing Director||09.05.2013||8||4||NIL||NIL||YES|
|2. Shilpa Baid||Non-Executive Director||25.04.2015||8||NIL||NIL||NIL||YES|
|3. Mitesh M. Mehta||Independent Director||11.03.2014||8||NIL||5||7||YES|
|4. Laxmi Narayan Sharma||Independent Director||18.04.2015||8||6||NIL||NIL||YES|
During the year 2016-17 Eight Meetings of the Board of the Directors were held and the gap between two such meetings does not exceeds 120 days. Meetings were held on followings dates:
|Sr No.||Date of Board Meetings Held|
|1.||08 April 2016|
|2.||11 May 2016|
|3.||28 May 2016|
|4.||19 August 2016|
|5.||29 September 2016|
|6.||07 November 2016|
|7.||10 November 2016|
|8.||13 February 2017|
AUDIT COMMITTEE MEETINGS:
In compliance with Section 177 of Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no occasions during the year where the Board of Directors did not accept the recommendations of the Audit Committee.Meetings were held on 28th May 2016, 19th August 2016, 29th September 2016, 10th November 2016 and 13th February 2017.
|Name||Designation||Positions||Number of Meetings attended|
|1 Laxmi Narayan Sharma||Independent Director||Chairman||5|
|2. Samir Baid||Managing Director||Member||5|
|3. Mitesh Mehta||Independent Director||Member||5|
NOMINATION AND REMUNERATION COMMITTEE MEETING:
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 Company s website www.gamcap.com
During the year 2016-17 TWO Meetings of the Nomination and remuneration committee were held on 11th May 2016, 29th September 2016.
Attendance of the Nomination and remuneration committee meetings.
|. Name||Designation||Positions||Meetings attended|
|1 Laxmi Narayan Sharma||Independent Director||Chairman||2|
|2. Samir Baid||Managing Director||Member||2|
|3. Mitesh Mehta||Independent Director||Member||2|
STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:
In compliance with section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, the Company has constituted a stakeholders Relationship Committee consisting of 2 Independent Directors and the Managing Director, During the Year 2016-17 meetings were held on 28th May 2016 and 10 November 2016 of the stakeholders Relationship Committee.
Attendance of the Stakeholders Relationship Committee meeting.
|1 Laxmi Narayan Sharma||Independent Director||Chairman||2|
|2. Samir Baid||Managing Director||Member||2|
|3. Mitesh Mehta||Independent Director||Member||2|
PARTICULARS OF PAST 3 AGMS.
|Annual General||Date & Time||Venue||Whether Special|
|1 3rd Annual General Meeting||29th September,||805, 8th Floor, 214-Free Press||NO|
|2016||Journal Marg, Nariman Point,|
|2. 2nd Annual General||29th September,||Ramee Guest Line Hotel,||YES|
|Meeting||2015||462, A.B. Nair Road, Opp.|
|11:00 AM||Sun-N-Sand Hotel, Juhu,|
|Vile Parle(W), Mumbai-400049|
|3. 01st Annual General||30th September,||505, 5th Floor, 214-Free Press||NO|
|Meeting||2014||Journal Marg, Nariman Point,|
|11:30 AM||Mumbai-400021, Maharashtra|
DETAILS OF SPECIAL RESOLUTION PASSED IN PAST 3 AGMS
The Company has passed a Special Resolution in pursuance of the prevailing Laws, Rules, Regulations, ect. In 2ndAnnual General Meeting:
Adoption of New Articles of Association of company containing Regulation in conformity with Companies Act, 2013.
GENERAL SHAREHOLDER INFORMATION:
|i 04th Annual General Meeting||28th September, 2017 at 11:30 AM|
|ii Venue||Registered Office|
|805, 8th Floor, Raheja Centre,|
|214-Free Press Journal Marg,|
|Nariman Point, Mumbai,|
|iii Financial Year||2016-17|
|iv Listing on Stock Exchanges||The BSE Limited, Mumbai|
|v Company Scrip Code||BSE 538319|
|vi ISIN Number||INE191P01017|