GCM Capital Advisors Ltd.
|BSE: 538319||Sector: Financials|
|NSE: N.A.||ISIN Code: INE191P01017|
|BSE LIVE 15:20 | 11 Oct||1.78||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
GCM Capital Advisors Ltd. (GCMCAPITAL) - Director Report
Company director report
Your Directors have pleasure in presenting the 3rd Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2016.
STATE OF COMPANYS AFFAIRS
During the year. Gross revenue from Operations during the year stood at 413.90Lac in comparison to last years' figure of * 117.31 Lac. In terms of (Net Profit) thesame was of (5.35) Lac in comparison to last years' net Profit of ' 2.40 Lac. TheCompany has a profit mainly due to trade in Securities Market and Inter corporate DepositsInterest 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 futureyour 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 theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2016 Apart from Mr. Manish BaidMr. Inder Chand Baid Mr. Samir Baid and Mrs. Saroj Baid who are holding 5000 Shares or0.03% of Paid-up Capital each none of others Directors Directors' Relatives and/or KeyManagerial 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 ofSection 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 ofsection 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 onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest 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
During the year 2015-16 Six meetings of the Board of Directors were held and the gapbetween two such meetings does not exceeds 120 days. Meetings were held on 13th May201520th May2015 27th May 201513th August 2015 10th November 2015 and 11thFebruary 2016.
Attendance of the Directors at the Board meetings
During the year 2015-16 Four meetings of the Audit Committee were held on 27th May201513th August 2015 10th November 2015 and 11th February 2016.There were nooccasions during the year where the Board of Directors did not accept the recommendationsof the Audit Committee.
Attendance of the Audit Committee meetings :
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee consisting of twoIndependent Directors and one Non-Executive Director.
The said Committee lays down the Policy on Remuneration stating therein the positiveattributes required for the Managing Director Independent Directors and Key ManagerialPersonnel. The said policy also states the modus operandi for determining the remunerationto the above said personnel. The Remuneration Policy of the Company can be viewed on theCompany's 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
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Company has constituted a Stakeholders Relationship Committee consisting of twoIndependent Directors one Non-executive Director and the Managing Director. During theyear 2015-16 three meetings of the Stakeholders Relationship Committee. Meetings were heldon 13th May 2015 20h May2015 and on 02nd February 2016.
Attendance of the Stakeholders Relationship Committee meetings.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company is required to conduct the Familiarisation Programme for IndependentDirectors (IDs pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which familiarise them about the Company and their roles rightsresponsibilities in the Company. The details of such Familiarisation Programme forIndependent Directors may be referred to at the website of the Company
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of the Companies Act 2013 relating to CSR activities are not applicableto the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal 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 ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
All Independent Directors have given declarations that they meet the criteria ofindependence 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 thatwould impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe 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 ofDirectors confirms that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Company believes that in addition to progressive thought it is imperative toinvest in information and technology to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has tie-ups withan IT solution Company to harness and tap the latest and the best of technology in theworld 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 robustBusiness Risk Management (BRM) framework to identify evaluate business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso 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) Rules2014 the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any. The detail of the FRM Policy isexplained in the Corporate Governance Report.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
The Auditors M/s Maheshwari & Co. Chartered Accountants Mumbai who are StatutoryAuditors of the Company and holds the office until the conclusion of ensuing AnnualGeneral Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 3rd Annual General Meeting up to the conclusion of the5th consecutive Annual General Meeting (subject to ratification by the membersat every subsequent AGM). As required under the provisions of Section 139 & 142 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. Maheshwari& Co. that their appointment if made would be in conformity with the limitsspecified in the said Section.
The Auditors' Report to the Member together with Accounts for the year ended 31stMarch 2016 and the observations of the Auditors as referred in their report are suitablyexplained in the notes to accounts and therefore do not call for any further comments. TheAuditors' 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 hasappointed M/s.A.L.Associates Ms.Priti Lakhotia (Partner) M.No-21970 Company Secretary inPractice to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit Report is annexed elsewhere in this Annual Report.
The Secretarial Auditors' Report to the Member for the year ended 31st March 2016 doesnot contain any qualification reservation or adverse remark.
The Company has appointed M/s. Baid Ray & Associates. Chartered AccountantsKolkata (CP NO: 055737) as Internal Auditors of the Company for the current financialyear.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder 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 theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable since the Company has not employedany person drawing salary of more than Rs. 6000000/- per annum or Rs. 500000/- permonth.
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 andinnovation under section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (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 yearunder review.
During the year under review your Company has not accepted any deposit from the publicfalling 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 interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition 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 equityshare capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores as onthe last day of the previous financial year Or Company Listed On SME Platform Company wasnot required to comply with the norms of the Corporate Governance.
Since the Company is listed only on SME Exchange as on Financial Year ending 31stMarch 2016 therefore the provisions relating to Corporate Governance Report are notapplicable to the Company.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Companys valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.