To
The Members,
Your Directors have pleasure in presenting the 28th Annual Report of your
Company together with the Audited Statements of Accounts for the year ended March 31,
2023.
(? in Lakh)
Financial Results |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Revenue for the year |
6.06 |
292.73 |
Profit/(Loss) before Tax, Depreciation and Finance Cost |
(108.80) |
(8.31) |
Less: Finance Cost |
- |
- |
Profit/(Loss) before Depreciation/Amortization (PBDT) |
(108.80) |
(8.31) |
Less: Depreciation |
2.97 |
5.01 |
Net Profit/(Loss) before Taxation (PBT) |
(111.77) |
(13.32) |
Less: Provision for Taxation (including Deferred Tax) |
1.63 |
2.46 |
Add: Extra-ordinary Items (Excess Provisioning) |
- |
- |
Profit/(Loss) after Tax & Extra-Ordinary Items |
(113.40) |
(15.78) |
Less: Provision for Dividend |
- |
- |
Less: Transfer to General / Statutory Reserves |
- |
- |
Profit/(Loss) available for Appropriation |
(113.40) |
(15.78) |
Add: Profit/(Loss) brought forward from Previous Year |
(1389.45) |
(1373.67) |
Balance of Profit/(Loss) carried forward |
(1502.85) |
(1389.45) |
OVERALL PERFORMANCE
Total revenue for the year stood at ? 6.06 lakh in comparison to last years revenue of
? 292.73 lakh. In term of Profit/(Loss) before taxation, the Company has earned a profit
of ? (111.77) lakh in comparison to last years profit/(loss) of ? (13.32)lakh.
Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (113.40) lakh in comparison to
last financial years profit/(loss) of ? (15.78) lakh.
There is a decline in profit during the year which is mainly due to decline in
investing activities in shares as well as for the reason of provision of expected credit
loss of ? 65.86 lakh.
Your Company one of the SEBI registered Stock Broker and is having membership of both
BSE and NSE. Apart from this, the Company is in to the business of trading and investments
in Equity Shares. The Company is carrying trading/investment activities in both Equity and
FNO Segment and also trading in Commodities market occasionally.
DIVIDEND AND RESERVES
Due to carried forward losses and in order to conserve resources and to meet financial
requirements to implement its future plans, your Directors do not propose any dividend for
the year under review.
During the year under review ? Nil was transferred to General Reserve.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2023 was ? 18.996 Crore consisting of
189960000 Equity Shares of ? 1/- each. During the year under review, the Company has not
issued any share with differential voting rights; nor granted stock options nor sweat
equity. As on March 31, 2023, none of the Directors and/or Key Managerial Person of the
Company hold instruments convertible in to Equity Shares of the Company.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2023 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Companys state of affairs,
profits and cash flows for the year ended March 31, 2023.
Accounting policies have been consistently applied except where a newly issued
accounting standard, if initially adopted or a revision to an existing accounting standard
requires a change in the accounting policy hitherto in use. Management evaluates all
recently issued or revised accounting standards on an ongoing basis. The Company discloses
standalone financial results on a quarterly basis which are subjected to limited review
and publishes standalone audited financial results on an annual basis.
The Company continues to focus on judicious management of its working capital,
receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutory
auditors for the year under review. BUSINESS SEGMENT
Your Company is one of the SEBI registered Stock Broker, having membership of both BSE
and NSE in both Equity & FNO Segment. Apart from this the Company is doing trading and
Investments in Shares & Securities, in accordance with the Accounting Standard 17
notified by Companies (Accounting Standards) Rules 2006.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details of loans, guarantees and investments under the provisions of Section 186 of the
Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March
31, 2023, are set out in Note financial statements of the Company.
SUBSIDIARY COMPANY
The Company does not have any material Subsidiary, Associate or Joint Venture Company
whose net worth exceeds 20% of the consolidated net worth of the holding company in the
immediately preceding accounting year or has generated 20% of the consolidated income of
the Company during the previous financial year. Accordingly, a policy on material
subsidiaries has not been formulated.
During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture
Company.
POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES
The Company has formulated a "Policy for determining material Subsidiary
Companies" of the Company. This policy is available on your Companys website https://www.gcmsecuritiesltd.com/company-policies.html
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company.
CHANGE IN NATURE OF BUSINESS, IF ANY
There are no changes in the nature of business in the financial year 2022-23.
CHANGE IN SITAUION OF REGISTERED OFFICE OF THE COMPANY
RD, Kolkata has passed order dated 5th December 2022 for shifting of its
Registered Office and Form INC-22 has been filed by the Company for shifting of its
Registered Office w.e.f. 11th February 2023, from the State of West Bengal to
the State of Maharashtra at805, Raheja Center, 214, Free Press Journal Marg, Nariman
Point, Mumbai-400021.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act,
2013 during the financial year, were in the ordinary course of business and on an arms
length pricing basis and do not attract the provisions of Section 188 of the Companies
Act, 2013. There were no materially significant transactions with the related parties
during the financial year, which were in conflict with the interest of the Company. The
requisite details under Form AOC-2 in Annexure III have been provided elsewhere in this
Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been
made in the notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee for approval.
Omnibus approval was obtained on a yearly basis for transactions which are of repetitive
nature. Transactions entered into pursuant to omnibus approval are verified by the Risk
Assurance Department and a statement giving details of all Related Party Transactions are
placed before the Audit Committee and the Board for review and approval on a quarterly
basis.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company
The Company has put in place a mechanism for certifying the Related Party Transactions
Statements placed before the Audit Committee and the Board of Directors from an
Independent Chartered Accountant Firm.
The Policy on materiality of and dealing with Related Party Transactions as approved by
the Board is uploaded on the website of the Company and is accessible at the website of
the Company. None of the Directors has any pecuniary relationship or transactions
vis-a-vis the Company except remuneration and sitting fees.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in
place the Policy on dealing with Related Party Transactions which is available on its
website at the link: https://www.gcmsecuritiesltd.com/company- policies.html
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribed
under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is
provided in a separate section and forms part of the Directors Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and
Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of
Independent Directors of the Company was held on March 19, 2021 wherein, the following
items in agenda were discussed:
• reviewed the performance of Non-Independent Directors and the Board as a whole.
• reviewed the performance of the Chairperson of the company, taking into account
the views of Executive Directors and Non-Executive Directors;
• Assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
• The Board evaluates its composition to ensure that the Board has the appropriate
mix of skills, experience, independence and knowledge to ensure their continued
effectiveness. In the table below, the specific areas of focus or expertise of individual
Board members have been highlighted.
Matrix setting out the skiNs/expertise/competence of the Board of Directors
No. |
Essential Core skiNs/expertise/competencies required for the
Company |
Core skills/expertise/competencies of all the Directors on the Board
of the Company |
1 |
Strategic and Business Leadership |
The Directors and especially the Managing Director have many years of
experience. |
2 |
Financial expertise |
The Board has eminent business leaders with deep knowledge of finance
and business. |
3 |
Governance, Compliance and Regulatory |
The presence of Directors with qualifications and expertise in Law and
Regulatory affairs lends strength to the Board. |
4. |
Knowledge and expertise of Trade and Technology |
The Directors have profound knowledge of economic Affairs, trade and
technology related matters. |
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during the
financial year 2022-23 are given in the separate section of Corporate Governance Report.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted in line with the provisions of
the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
MANAGEMENT
There is no change in Management of the Company during the year under review.
DIRECTORS
During the year Mr. Mahavir Prasad Saraswat has resigned from the Board and Committee
on 2nd November 2022 and in his place the Board has appointed Mr. Piyush Saraf
as an Independent Director effective from 2nd November 2022.
Apart from the above, there is no change in composition of Board during the year.
The details of programme for familiarization of Independent Directors with the Company,
nature of the business segments in which the Company operates and related matters are put
up on the website of the Company
Further, none of the Directors of the Company are disqualified under sub-section (2) of
Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS & KMPs
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 Boards 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.
As per requirements of Regulation 25 of Listing Regulations, a person shall not serve
as an independent director in more than seven listed entities: provided that any person
who is serving as a whole time director in any listed entity shall serve as an independent
director in not more than three listed entities. Further, independent directors of the
listed entity shall hold at least one meeting in a year, without the presence of
non-independent directors and members of the management and all the independent directors
shall strive to be present at such meeting.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are the persons of high integrity and repute. They fulfil the
conditions specified in the Companies Act, 2013 and the Rules made thereunder and are
independent of the management.
The Independent Directors have confirmed that they have complied with the Companys
Code of Business Conduct & Ethics.
There was a change in the composition of Board during the current financial and the
same has been provided herein below. However there was no change in the employees from KMP
category during current financial year-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Sl.
No. |
Name |
Designation |
Date of Appointment |
Date of Resignation |
1. |
Mahavir Prasad Saraswat |
Independent Director |
10-07-2018 |
02-11-2022 |
2. |
Piyush Saraf |
Independent Director |
02-11-2022 |
- |
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
The Independent Directors of the Company have confirmed compliance of relevant
provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)
Rules, 2014. The Nomination and Remuneration Committee had adopted principles for
identification of Key Managerial Personnel, Senior Management including the Executive
Directors.
Further, all the Independent Directors have submitted their disclosures to the Board
that they fulfil all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have
confirmed that they meet the criteria of Independence as mentioned under Section 149 of
the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are
independent of the management.
EVALUATION OF DIRECTORS, BOARD AND COMMITTEES
The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for
performance evaluation of the individual directors, Board and its Committees, which
includes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations and based on policy
devised by the NRC, the Board has carried out an annual performance evaluation of its own
performance, its committees and individual directors. The Board performance was evaluated
based on inputs received from all the Directors after considering criteria such as Board
composition and structure, effectiveness of Board and information provided to the Board,
etc.
The performance of the committees was evaluated by the Board of Directors based on
inputs received from all the committee members after considering criteria such as
composition and structure of committees, effectiveness of committee meetings, etc.
Pursuant to the Listing Regulations, performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of the
performance of non-independent Directors, performance of the Board as a whole and that of
the Chairman of the Board.
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.
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:
1. In the preparation of the annual accounts, for the year ended 31st March
2023, all the applicable accounting standards prescribed by the Institute of Chartered
Accountants of India have been followed along with proper explanation relating to material
departures, if any;
2. 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 as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
3. that the Directors have 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. that the Directors had prepared the annual accounts on a going concern basis;
5. that the Directors 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
6. that 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.
BUSINESS RISK MANAGEMENT
Being a share broking firm, the Company is exposed to credit, liquidity and interest
rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted
Shares, have the risk of change in the price and value, both in term of up and down and
thus can affect the profitability of the Company.
Risk management is embedded in your Companys operating framework. Your Company
believes that managing risks helps in maximizing returns. The Companys approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee under
Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Companys internal financial controls were adequate
and effective during FY 2023.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The policy
also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the
candidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower
Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors,
Employees and Stakeholders of the Company to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the Companys code of conduct or
ethics policy. The Company has disclosed the policy on the website of the Company i.e. www.gcmsecuritiesltd.com
INFORMATION TECHNOLOGY
Innovation and Technology are synonymous with the Company. The investment in technology
acts as a catalyst and enables the Company to be innovative.
AUDITORS Statutory Auditors
Messrs Maheshwari & Co., Chartered Accountants, Kolkata (FRN - 105834W) were
appointed as Statutory Auditors of the Company for a period of five consecutive years at
the Annual General Meeting (AGM) of the Members held on September 28, 2018 on a
remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
Their appointment was subject to ratification by the Members at every subsequent AGM held
after the AGM held on September 28, 2018.
The 1st term of 5 years of appointment of Statutory Auditors is expiring at
the conclusion 28th Annual General Meeting and hence it has been recommended to
appoint Messrs Maheshwari & Co., Chartered Accountants, Kolkata (FRN - 105834W) for
the 2nd term of 5 years.
The Report given by M/s. Maheshwari & Co. on the financial statement of the Company
for the FY 2022-23 is part of the Annual 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, adverse remark or
disclaimer. During the year under review, the Auditors had not reported any matter under
Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section
134 (3) (ca) of the Act.
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
re-appointed Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) to
undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report
in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same does
not contain any qualification, reservation or adverse remark.
During the year, your Company has complied with applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
In addition to the above and pursuant to SEBI circular dated 8 February 2019; a report
on secretarial compliance (Regulation 24-A of SEBI LODR Regulations, 2015) by Mrs. Kriti
Daga for the FY2022-23 has been submitted with stock exchanges. There are no observations,
reservations or qualifications in the said report.
Internal Auditors
Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Companys internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to M/s A. K. Das &
Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit
is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key
Managerial Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is attached
as Annexure IV to this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to
certify and declare that there was no case of sexual harassment during the year under
review. Neither there was a case pending at the opening of Financial Year, nor has the
Company received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the broking as well as in to the business of trading and
investment activities in Shares and Securities; the information regarding Conservation of
Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is
reported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure V and forms an integral part of this Report. A statement comprising the
names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure VI and forms an integral part of this annual report. The above Annexure is not
being sent along with this annual report to the members of the Company in line with the
provisions of Section 136(1) of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company.
The aforesaid Annexure is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) more than two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges,
the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not
applicable to the Company for the year under review.
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 deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is not
required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of
Companies (Cost Records and Audit) Rules, 2014.
STATUTORY AUDITORS AND AUDITORS REPORT
The Notes on Financial Statement referred in the Auditors Report are self-explanatory
and do not call for any further comments. The Auditors Report does not contain any
qualification, reservation, adverse remark or disclaimer for the Financial Year 2022-23.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditors have
not reported any instances of frauds committed in the Company by its officers or employees
of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Companys Auditors
confirming compliance forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
GENERAL
During the year, there were no transaction requiring disclosure or reporting in respect
of matters relating to: (a) details relating to deposits covered under Chapter V of the
Act; (b) issue of equity shares with differential rights as to dividend, voting or
otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company
under any scheme; (d) raising of funds through preferential allotment or qualified
institutions placement; (e) significant or material order passed by the Regulators or
Courts or Tribunals which impact the going concern status and Companys operations in
future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and
(g) instance of one-time settlement with any bank or financial institution.
CAUTIONARY STATEMENT
Statements in this Directors Report and Management Discussion and Analysis describing
the Companys objectives, projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
APPRECIATION
Your Directors place on record their sincere appreciation for the assistance and
guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the
Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Companys bankers, Members and
employees of the Company for the assistance, cooperation and encouragement and continued
support extended to the Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. Our employees are instrumental in helping the
Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look
forward to your continuing support.
Mumbai, August 11, 2023 |
By order of the Board |
|
For GCM SECURITIES LIMITED |
|
S/d- |
Registered Office : |
I. C. Baid |
805, Raheja Center, 214, Free Press Journal |
DIN:00235263 |
Marg, Nariman Point, Mumbai-400021 |
Chairman |
+91-9892691696
