To The Members
Your Directors have pleasure in presenting the 20th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312015.
| || ||(Rs. in Lac) |
|Financial Results ||Year Ended 31.03.2015 ||Year Ended 31.03.2014 |
|Sales / Income from Operations ||331.90 ||1319.76 |
| ||136.18 ||10.75 |
|Less : Provision for Taxation (including Differed Tax) ||29.06 ||1.47 |
| ||107.12 ||9.28 |
| ||55.63 ||46.35 |
|Less : Extra-Ordinary Items ||2.30 ||0.00 |
|Less : Payment Dividend & Tax thereon ||91.54 ||- |
|Balance carried forward ||68.91 ||55.63 |
OVERVIEW OF ECONOMY
A more robust economic performance than was earlier indicated emerges from revised databased on an updated base year wider coverage of goods and services and the inclusion oftax data to estimate economic activity. Real growth in India was previously estimated as achange in volume but the new series estimates value added at each stage.
The governments initial estimates for Fiscal Year 2014 (ending 31 March 2015)show that economic growth accelerated to 7.4%. Agriculture growth slipped to 1.1% inFY2014 largely because the monsoon was erratic particularly affecting the summer crop.The production of food grains contracted by 3.2% in comparison to FY2013.
After growing by 4.5% in FY2013 industry accelerated to 5.9% in FY2014 helped by a6.8% expansion in manufacturing. These estimates may be a tad optimistic however as theyassume manufacturing indicate a more modest upturn. The production of capital goodsexpanded after 3 years in the red. However consumer durables continued to decline.Improved coal production helped double the growth of electricity generation over theprevious years rate.
OVERALL PERFORMANCE & OUTLOOK
Your Company is one of the SEBI registered Stock Broker and is a registered CorporateMember of the National Stock Exchange of India Limited (NSE) and of the BSE Limited (BSE)in the Capital Market Segment and Future & Option. on BSE.
|Gross revenue for the year was ' ||' 1319.76 Lac. The |
| ||' 10.75 Lac. |
| ||' 9.28 Lac. |
Outlook for current financial year looks challenging due to the steep competition inbroking business increasing cost and regular changes in rules and guidelines andcontinuous up-gradation of I.T. technology as well as increasing requirements of skilledemployees. Even the continuous fall in trading volume can impact the profitability of theCompany.
The Company follows the Rules Regulations and Guidelines framed by SEBI / StockExchanges while carrying activities in Stock Market both in term of Clientele businessand its own investments.
DIVIDEND AND RESERVES
Due to inadequate profit during the year and in order to conserve resources for futureyour 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 2015 was ' 18.9960 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 2015 Apart from Mr. Manish Baidwho is holding 136.48 Lac Shares or 7.185% of Paid-up Capital Mr. I. C. Baid who isholding 94.83 Lac Shares or 4.99% of Paid-up Capital Mr. Samir Baid who is holding134.75 Lac Shares or 7.094% of Paid-up Capital none of others Directors and/or KeyManagerial Person of the Company holds shares or convertible instruments of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Companys state of affairs profits/(loss) and cash flows for the yearended 31st March 2015.
The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
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 material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Clause 52 of the SME Listing Agreement during the financial year were in theordinary course of business and on an arms length pricing basis and do not attractthe provisions of Section 188 of the Companies Act 2013 thus disclosure in form AOC-2 isnot required. There were no materially significant transactions
with related parties during the financial year which were in conflict with the interestof the Company. Suitable disclosure as required by the Accounting Standards (AS18) hasbeen made in the notes to the Financial Statements. The policy on Related PartyTransactions as approved by the Board is uploaded on the Companys website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 52 of SME of Listing Agreement the Management Discussion andAnalysis is annexed and forms part of the Directors Report.
There was no change in Management of the Company during the year under review.
During the year Mr. Ashok Bothra Independent Director of the Company has resignedfrom Board w.e.f. 4th December 2014 due to his personal reasons. Your Directorswish to place on record appreciation for the guidance and inputs provided by Mr. AshokBothra during their tenure as an Independent Director of your Company.
Further Mr. Laxmi Narayan Sharma has been appointed as Additional Director(Independent) to fill the casual vacancy caused due to the resignation of Mr. Ashok Bothraas well as to comply with Clause 52 of SME Listing Agreement of SME Segment.
Further Mrs. Urmi Bose has been appointed as Additional Director (Independent) w.e.f.28 th March 2015 in compliance with Section 149(1) of Companies Act 2013 as well asClause 52 of Listing Agreement.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution 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 liableto retire by rotation in the Annual General Meeting (AGM) of the Company.
As per Revised Clause 52 of the SME Listing Agreement (applicable from October 12014) any person who has already served as independent director for five years or more ina company as on October 1 2014 shall be eligible for appointment on completion of thepresent term for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||Mr. Ashok Bothra ||Independent Director ||- ||4th Dec 2014 |
|2. ||Mr. Laxmi Narayan Sharma ||Independent Director ||20th Dec 2014 ||- |
|3. ||Mr. Shrenik Choraria ||CFO ||30th Sept 2014 ||- |
|4. ||Mrs. Urmi Bose ||Independent Director ||28th Mar 2015 ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED By THE REGuLATORS TRIBuNALS OR COuRTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact 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 :
1. In the preparation of the annual accounts for the year ended 31st March 2015 allthe applicable accounting standards prescribed by the Institute of Chartered Accountantsof India have been followed;
2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
3. 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; and
4. The Directors had prepared the annual accounts on a going concern basis.
5. Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
6. Systems to ensure compliance with the provisions of all applicable laws were inplace and 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 the requirement of Clause 52 of the SME Listing Agreement the Company hasconstituted a Business Risk Management Committee. The details of Committee and its termsof reference are set out in the Corporate Governance Report forming part of theBoards Report.
The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Companys competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business segments viz. Finance andCapital Market activities.
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 (IA) function is definedin the Internal Audit Charter. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
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 Bharat D. Sarawgee & Co. Chartered Accountants Kolkata who areStatutory Auditors of the Company and holds the office until the conclusion of ensuingAnnual General Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 20th Annual General Meeting up to the conclusion of the24th consecutive Annual General Meeting (subject to ratification by the members at everysubsequent AGM). As required under the provisions of Section 139 & 142 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. Bharat D.Sarawgee & Co. that their appointment if made would be in conformity with the limitsspecified 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 hasappointed Ms. Khushboo Goneka Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere inthis Annual Report.
The Company has appointed M/s. Jaiswal Akash & Co. Chartered Accountants Kokata(FRN 328324E) 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 is annexedelsewhere in this Annual Report.
PARTICuLARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013
Since the Company is into the Business of Share Broking as well as an Investee /traderinto Shares and Securities; the information regarding conservation of energy TechnologyAbsorption Adoption and innovation under section 134(3)(m) of the Companies Act 2013read 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 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.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the Listing Agreement with the BSE Limited. Pursuant to Clause 52 of SME ofthe Listing Agreement a Report on the Corporate Governance and the Auditors Certificateon Corporate Governance are annexed to this report.
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.
|Place: Kolkata ||By order of the Board |
|Date: May 28 2015 ||For GCM SECuRITIES LIMITED |
|Registered Office : ||INDER CHAND BAID |
|3B Lal Bazar Street Sir R N M House ||(DIN : 00235263) |
|5th Floor Kolkata 700001 West Bengal ||Chairman |