To The Members
Your Directors have pleasure in presenting their Twenty Sixth Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2015
| || ||Rs. in Lac |
|Financial Results ||Year Ended ||Year Ended |
|31.03.2015 ||31.03.2014 |
|Sales / Income ||275.67 ||269.32 |
|Profit before Tax & Extraordinary Items ||10.92 ||18.52 |
|Less : Provision for Taxation (including Deferred Tax) ||(0.32) ||6.81 |
|Profit after Tax ||11.24 ||11.72 |
|Add : Profit brought forward from Previous Year ||174.10 ||168.21 |
|Total Profit available for Appropriation ||185.34 ||179.93 |
|Less : Amount Transferred to Statutory Reserves ||2.25 ||2.34 |
|Less: Amt. transferred to Contingent Provision against Standard Assets ||2.94 ||3.49 |
|Balance carried forward ||180.15 ||174.10 |
Overview of Economy
Growth picked up in 2014 inflation markedly declined and the external position wascomfortable helped by positive policies and lower global oil prices. The outlook forIndia is for economic strengthening through higher infrastructure spending increasedfiscal devolution to states and continued reform to financial and monetary policy.
GDP grew by 7.5% year on year in the third quarter of fiscal year 2014-15(April-March). Advance estimates for the year put growth at 7.4% higher than the outturnof 6.9% in 2013-14; stronger growth is associated with revisions to GDP methodology and achange in the base year to 2011-12. The BJP government's first full-year budget for2015-16 envisions a boost to infrastructure spending an improved business environmentand a wider social security net but details of the plans are missing. The governmentunderscored its intention to move steadily to tackle politically difficult structuralissues that have stalled investment and limited economic performance in recent years.
Overall Performance & Outlook
The Main Objects of the Company being financing and investment activities complieswith the entire requirement to continue to qualify as a Non Banking Finance Company(NBFC).
During the year gross revenue from operations remained at Rs. 275.67 Lac in comparisonto last years' figure of Rs. 269.32 Lac. In term of Net Profit the same was of Rs. 11.24Lac in comparison to last years' net profit of Rs. 11.72 Lac.
The Operations of the Company were almost in line with the previous years' performanceboth in term of Revenue and Net Income.
In term of outlook the Capital Market was recovered a bit during the year but rallywas seen in selected stocks only. The increasing volatility and decreasing turnover wasnot a good sign at all for the healthy run up of stock market. Your Company feels thatthese adverse market conditions can impact the profitability of the Company for currentfinancial year but financial activities of the company will grow in current financialyear.
Dividend and Reserves
In view of inadequate profit and in order to meet financial requirements to implementits future plans your Directors do not propose any dividend for the year under review.
During the year under review sum of Rs. 2.25 Lac have been transferred to StatutoryReserves and Rs. 2.94 Lac have been transferred to Contingent Provision against StandardAssets as per RBI guidelines as your Company is one of the RBI registered NBFC.
The paid up Equity Share Capital as on March 31 2015 was Rs. 24.8935 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 Except Mr. I. C. BaidChairman none of the Directors and/or Key Managerial Person of the Company holds sharesor convertible instruments of the Company. Mr. I. C. Baid is holding 1081477 EquityShares or 4.34% of Paid-up Capital in his own name and his relatives are holding 52000Equity Shares or 0.45% of Paid-up Capital.
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 Company's state of affairs profits/(loss) and cash flows for the year ended31st 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 & 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 49 of the Listing Agreement during the financial year were in the ordinarycourse of business and on an arm's length pricing basis and do not attract the provisionsof Section 188 of the Companies Act 2013 thus disclosure in form AOC-2 is not required.There were no materially significant transactions with related parties during thefinancial year which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standards (AS18) has been made in the notes tothe Financial Statements. The policy on Related Party Transactions as approved by theBoard is uploaded on the Company's website.
Management Discussion & Analysis
As required by Clause 49 of Listing Agreement the Management Discussion and Analysisis annexed and forms part of the Directors' Report.
There is no change in Management of the Company during the year under review.
During the period under review Mr. Alok Kumar Das Independent Director of theCompany has resigned from the Board w.e.f. 18th April 2015 due to his personalcommitments.
Further Ms. Amrita Baid has been appointed as Non-Executive Non-Independent Directorsof the Company w.e.f. 27th March 2015 to broad base the board as well as tofulfill the requirement of appointment of Women Director.
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 Board's Report. FurtherSection 152 of the Act provides that the Independent Directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from October 1 2014)any person who has already served as Independent Director for five years or more in acompany 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. ||Ms. Amrita Baid ||Non Executive Director ||27th March 2015 ||- |
|2. ||Ms. Puja Verma ||Company Secretary ||18th Sept 2014 ||- |
|3. ||Mr. Sanjay Mishra ||CFO ||30th Sept 2014 ||- |
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 year;
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 ongoing 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 49 of the 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 the Board'sReport.
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 Company's competitive advantage.The business risk framework defines the risk management approach across the enterprise atvarious levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level as also separately for business segments viz. Finance and Capital Marketactivities.
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) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit 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 26th Annual General Meeting up to theconclusion of the 30th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation from M/s. Bharat D. Sarawgee & Co. that their appointment if made wouldbe 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 hasappointed Ms. Khusboo Goenka (C. P. No. 8172) Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed elsewhere in this 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 the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
Particulars under Section 134(3)(m) of the Companies Act 2013
Your Company is one of the RBI registered NBFC and into the business of financing aswell as an Investee /trader into Shares and Securities; the information regardingconservation of energy Technology Absorption Adoption and innovation under section134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules2014 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.
Delisting of Securities from Ahmedabad Stock Exchange Ltd. (ASE)
During the year the Company has opted to de-list its securities from Ahmedabad StockExchange due to lack of turnover and volatility on the exchange absence of liquidity inthe scrip as well as almost Nil volume during the last few years. However Equity Sharesof Company will continue to list on remaining Exchange i.e. on BSE Ltd. (BSE) and CalcuttaStock Exchange Association Ltd. (CSE).
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 Stock Exchanges. Pursuant to Clause 49 of theListing Agreement a Report on the Corporate Governance and the Auditors Certificate onCorporate Governance are annexed to this report.
Your Directors wish to place on record their appreciation on the contribution made byemployees at all levels but for whose hard work solidarity and support your Company'sachievements would not have been possible. Your Directors also wish to thank thecustomers service providers investors and bankers for their continued support and faithreposed in the Company.
| ||By Order of the Board |
| ||For Global Capital Market & Infrastructures Limited |
| ||I. C. Baid |
|Place : Kolkata ||(DIN : 00235263) |
|Date : May 29 2015 ||Chairman |