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GCM Capital Advisors Ltd.

BSE: 538319 Sector: Financials
NSE: N.A. ISIN Code: INE191P01017
BSE 00:00 | 27 Jan 9.04 0.43
(4.99%)
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NSE 05:30 | 01 Jan GCM Capital Advisors Ltd
OPEN 9.04
PREVIOUS CLOSE 8.61
VOLUME 32000
52-Week high 9.04
52-Week low 3.42
P/E 64.57
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.04
CLOSE 8.61
VOLUME 32000
52-Week high 9.04
52-Week low 3.42
P/E 64.57
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GCM Capital Advisors Ltd. (GCMCAPITAL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 9th AnnualReport of your Company together with the Audited Statements of Accounts for the year endedMarch 31 2022.

(Rs in Lakh)

Financial Results Year Ended Year Ended
31.03.2022 31.03.2021
Revenue for the year 241.70 423.24
Profit/(Loss) before Tax Depreciation Financial Expenses and Tax 47.16 15.48
Less: Financial Expenses 1.60 1.02
Profit/(Loss) before Depreciation/Amortization and Tax (PBDT) 4556 14.46
Less: Depreciation 13.16 5.14
Net Profit/(Loss) before Taxation (PBT) 32.40 9.32
Less: Provision for Taxation (including Deferred Tax) 913 0.59
Add: Extra-ordinary Items (Excess Provisioning) - -
Profit/(Loss) after Tax & Extra-ordinary Items 23.27 8.73
Less: Provision for Dividend - -
Less: Transfer to General / Statutory Reserves - -
Add/(Less) Other Comprehensive Income - -
Profit/(Loss) available for Appropriation 23.27 8.73
Add: Profit/(Loss) brought forward from Previous Year 58.23 49.50
Balance of Profit/(Loss) carried forward 81.50 58.23

OVERALL PERFORMANCE

Total revenue for the year stood at Rs 241.70 lakh in comparison tolast years' revenue of Rs 423.24 lakh. In term of Profit/(Loss) before taxation theCompany has earned a profit of Rs 32.40 lakh in comparison to last years' profit of ? 9.32lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at Rs 23.27 lakh incomparison to last financial year's profit of Rs 8.73 lakh.

The Company is in to the business of financing trading and investmentsin Equity Shares and Commercial Papers. DIVIDEND AND RESERVES

In order to conserve resources and to meet financial requirements toimplement its future plans your Directors do not propose any dividend for the year underreview.

During the year under review ? Nil was transferred to General Reserveas per RBI guidelines.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2022 was Rs 16.94Crore consisting of 16940000 Equity Shares of Rs 10/- each. During the year under reviewthe Company has not issued any share with differential voting rights; nor granted stockoptions nor sweat equity. As on March 31 2022 none of the Directors and/or KeyManagerial Person of the Company hold instruments convertible in to Equity Shares of theCompany.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on March 31 2022 has been prepared in accordance with theIndian Accounting Standards (IND AS) notified under Section 133 of the Companies Act 2013read with the Companies (Accounts) Rules 2014. The estimates and judgements relating tothe Financial Statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the year ended March 31 2022.

Accounting policies have been consistently applied except where a newlyissued accounting standard if initially adopted or a revision to an existing accountingstandard requires a change in the accounting policy hitherto in use. Management evaluatesall recently issued or revised accounting standards on an ongoing basis. The Companydiscloses standalone financial results on a quarterly basis which are subjected to limitedreview and publishes standalone audited financial results on an annual basis.

The Company continues to focus on judicious management of its workingcapital receivables inventories and other working capital parameters were kept understrict check through continuous monitoring.

There is no audit qualification in the standalone financial statementsby the statutory auditors for the year under review. BUSINESS SEGMENT

The Company is in to the business of financing trading and investmentsin Equity Shares and Commercial Papers. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS

Details of Loans Guarantees and Investments if any covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

SUBSIDIARY COMPANY

The Company does not have any material Subsidiary Associate and JointVenture whose net worth exceeds 20% of the consolidated net worth of the holding companyin the immediately preceding accounting year or has generated 20% of the consolidatedincome of the Company during the previous financial year. Accordingly a policy onmaterial subsidiaries has not been formulated. The Company also does not have anySubsidiary Associate and Joint Venture Company who ceased to be Subsidiary Associate andJoint Venture during the year.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under theCompanies Act 2013 during the financial year were in the ordinary course of business andon an arm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. There were no materially significant transactions with the relatedparties during the financial year which were in conflict with the interest of theCompany. The requisite details under Form AOC-2 in Annexure III have been providedelsewhere 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 Committeefor approval. Omnibus approval was obtained on a yearly basis for transactions which areof repetitive nature. Transactions entered into pursuant to omnibus approval are verifiedby the Risk Assurance Department and a statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon a quarterly basis.

None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company

The Company has put in place a mechanism for certifying the RelatedParty Transactions Statements placed before the Audit Committee and the Board of Directorsfrom an Independent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related PartyTransactions as approved by the Board is uploaded on the website of the Company and isaccessible at the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company except remuneration and sitting fees.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Companyas prescribed under Part B of Schedule V read with regulation 34(3) of the ListingRegulations 2015 is provided in a separate section and forms part of the Directors'Report.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisreport. 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 year2021-22.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

In Compliance with Section 149 (7) read with Schedule IV of theCompanies Act 2013 and Regulations 25(3) of the SEBI LODR Regulations 2015 a separateBoard Meeting of Independent Directors of the Company was held on March 1 2022 whereinthe following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and theBoard as a whole.

• reviewed the performance of the Chairperson of the companytaking into account the views of Executive Directors and Non-Executive Directors;

• Assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board hasthe appropriate mix of skills experience independence and knowledge to ensure theircontinued effectiveness. In the table below the specific areas of focus or expertise ofindividual Board members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the board ofdirectors

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 heldduring the financial year 2021-22 are given in the separate section of CorporateGovernance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line withthe provisions of the Companies Act 2013 and applicable regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

MANAGEMENT

There is no change in Management of the Company during the year underreview.

DIRECTORS

During the Financial Year Mr. Manish Baid has been appointed asNon-Executive Non-Independent Director of the Company and subject to approval of membersin forthcoming Annual General Meeting. Further Mr. Samir Baid has resigned from the Boardw.e.f. 27th September 2021 due to his personal reasons.

Apart from these above changes there is no other change in thecomposition of Board of Directors of the Company during the current financial year.

The details of programme for familiarization of Independent Directorswith the Company nature of the business segments in which the Company operates andrelated matters are uploaded on the website of the Company.

Further none of the Directors of the Company are disqualified undersub-section (2) of Section 164 of the Companies Act 2013.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act independent directorsshall hold office for a term up to five consecutive years on the board of a company butshall be eligible for re-appointment for another term up to five years on passing of aspecial 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 liableto retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per requirements of Regulation 25 of Listing Regulations a personshall not serve as an independent director in more than seven listed entities: providedthat any person who is serving as a whole time director in any listed entity shall serveas an independent director in not more than three listed entities. Further independentdirectors of the listed entity shall hold at least one meeting in a year without thepresence of non-independent directors and members of the management and all theindependent directors shall strive to be present at such meeting.

In the opinion of the Board the Independent Directors possess therequisite expertise and experience and are the persons of high integrity and repute. Theyfulfil the conditions specified in the Companies Act 2013 and the Rules made thereunderand are independent of the management.

The Independent Directors have confirmed that they have complied withthe Company's Code of Business Conduct & Ethics.

Neither there was a change in the composition of Board during thecurrent financial however changes in the employees from KMP category are stated hereinbelow-

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No. Name Designation Date of Appointment Date of Resignation
1. Mr. Samir Baid Executive Director - th 27 Sept. 2021
2. Mr. Manish Baid Non-Executive Non-Independent Director 11th October 2021 -
3. Mr. Adya Ojha Company Secretary & Compliance Officer 8th May 2021 -

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

The Independent Directors of the Company have confirmed compliance ofrelevant provisions of Rule 6 of the Companies (Appointments and Qualifications ofDirectors) Rules 2014. The Nomination and Remuneration Committee had adopted principlesfor identification of Key Managerial Personnel Senior Management including the ExecutiveDirectors.

Further all the Independent Directors have submitted their disclosuresto the Board that they fulfil all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules. In terms of Regulation 25(8) of Listing Regulations they have confirmed that theyare not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their liability to discharge their duties. Basedon the declaration received from Independent Directors the Board of Directors haveconfirmed that they meet the criteria of Independence as mentioned under Section 149 ofthe Companies Act 2013 and Regulation 16(1)(b) of Listing Regulations and they areindependent of the management.

EVALUATION OF DIRECTORS BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company hasdevised a policy for performance evaluation of the individual directors Board and itsCommittees which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations andbased on policy devised by the NRC the Board has carried out an annual performanceevaluation of its own performance its committees and individual directors. The Boardperformance was evaluated based on inputs received from all the Directors afterconsidering criteria such as Board composition and structure effectiveness of Board andinformation provided to the Board etc.

The performance of the committees was evaluated by the Board ofDirectors based on inputs received from all the committee members after consideringcriteria such as composition and structure of committees effectiveness of committeemeetings etc.

Pursuant to the Listing Regulations performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

A separate meeting of the Independent Directors was also held for theevaluation of the performance of non-independent Directors performance of the Board as awhole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS ORCOURTS

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013the Board of Directors confirms that:

1. In the preparation of the annual accounts for the year ended 31stMarch 2022 all the applicable accounting standards prescribed by the Institute ofChartered Accountants of India have been followed along with proper explanation relatingto material departures if any;

2. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andof the profit of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. that the Directors had prepared the annual accounts on a goingconcern basis;

5. that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

6. that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

BUSINESS RISK MANAGEMENT

Being a share broking firm the Company is exposed to credit liquidityand interest rate risk. On the other hand investment in Stock Market both in Quoted andUnquoted Shares have the risk of change in the price and value both in term of up anddown and thus can affect the profitability of the Company.

Risk management is embedded in your Company's operating framework. YourCompany believes that managing risks helps in maximizing returns. The Company's approachto addressing business risks is comprehensive and includes periodic review of such risksand a framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk ManagementCommittee under Listing Regulations 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLAND ITS ADEQUACY

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2022.

NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to Executive and Non-executive Directors (by way ofsitting fees and commission) Key Managerial Personnel Senior Management and otheremployees. The policy also provides the criteria for determining qualifications positiveattributes and Independence of Director and criteria for appointment of Key ManagerialPersonnel / Senior Management and performance evaluation which are considered by theNomination and Remuneration Committee and the Board of Directors while making selection ofthe 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 hasadopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigilmechanism for Directors Employees and Stakeholders of the Company to report genuineconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. The Company has disclosed the policy on the website ofthe Company i.e. www.gcmcap.com

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. Theinvestment in technology acts as a catalyst and enables the Company to be innovative.

AUDITORS Statutory Auditors

Messrs Maheshwari & Co. Chartered Accountants Mumbai (FRN -105834W) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the Annual General Meeting (AGM) of the Members held on August 312018 on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on August 1 2018. Pursuant to the amendments made to Section139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May7 2018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought.

The Report given by M/s. Maheshwari & Co. on the financialstatement of the Company for the FY 2021-22 is part of the Annual Report. The Notes onfinancial statement referred to in the Auditor's Report are self-explanatory and do notcall for any further comments. The Auditor's Report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the Auditors hadnot reported any matter under Section 143 (12) of the Act therefore no detail is requiredto be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Ms. Chandni Maheshwari Company Secretaries in Practice (C. P. No.42292) to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit 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 SecretarialStandards 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 February2019; a report on secretarial compliance (Regulation 24-A of SEBI LODR Regulations 2015)by Mrs. Kriti Daga for the FY2021-22 has been submitted with stock exchanges. There are noobservations reservations or qualifications in the said report except delay incompliances due to COVID-19 pandemic for which the Company has paid penalty of Rs 3.12Lakh. The Company has applied for waiver of Penalty and the application is underconsideration by BSE/SEBI.

Internal Auditors

Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its size scale andcomplexities 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 ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors andthe Key Managerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence 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 theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isattached as Annexure IV to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 read with Rulesthereunder this is to certify and declare that there was no case of sexual harassmentduring the year under review. Neither there was a case pending at the opening of FinancialYear 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 oftrading and investment activities in Shares and Securities; the information regardingConservation of Energy Technology Absorption Adoption and Innovation as defined undersection 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 theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure 'V' and forms an integral part of this Report. A statementcomprising the names of top employees in terms of remuneration drawn and every personsemployed throughout the year who were in receipt of remuneration in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure 'VI' and forms an integral part of this annual report. The aboveAnnexure is not being sent along with this annual report to the members of the Company inline with the provisions of Section 136(1) of the Act. Members who are interested inobtaining these particulars may write to the Company Secretary at the Registered Office ofthe Company. The aforesaid Annexure is also available for inspection by Members at theRegistered Office of the Company 21 days before and up to the date of the ensuing AnnualGeneral Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of anyDirector of the Company. None of the employees hold (by himself or along with his spouseand 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 onStock Exchanges the disclosure of Report under of Regulation 34(2) of the ListingRegulations 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/outgoingsduring the year under review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any depositfrom the public falling within the ambit of Section 73 of the Companies Act 2013 and TheCompanies (Acceptance of Deposits) Rules 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by theCompany is not required pursuant to Section 148(1) of the Companies Act 2013 read withRule 3 of Companies (Cost Records and Audit) Rules 2014.

STATUTORY AUDITORS AND AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer for the FinancialYear 2021-22.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and theSecretarial Auditors have not reported any instances of frauds committed in the Company byits officers or employees of Audit Committee under Section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

Our Company is listed on SME Exchange of BSE and thus the provision ofRegulations 17 14[17A] 18 19 20 21 22 23 24 15[24A] 25 26 27 and clauses (b)to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V of theSEBI LODR Regulations 2015. However the Company is voluntarily complying with the aboveRegulations. A separate section on corporate governance practices followed by the Companytogether with a certificate from the Company's Auditors confirming compliance forms anintegral part of this Report.

GENERAL

Your Directors state that during Financial Year 2021-22:

• The Company has not issued any Equity Shares with differentialrights as to Dividend Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during theyear.

• There are no significant or material orders passed against theCompany by the Regulators or Courts of Tribunals during the year ended March 31 2022which would impact the going concern status of the Company and its future operations.

• The Central Government has not prescribed the maintenance ofcost records for any of the products of the Company under sub-section (1) of Section 148of the Companies Act 2013 and the Rules framed there under.

• There is no change in nature of business of the Company duringthe year.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion andAnalysis describing the Company's objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for theassistance and guidance provided by the Reserve Bank of India the Ministry of CorporateAffairs the Securities and Exchange Board of India government and other regulatoryAuthorities stock exchanges other statutory bodies Company's bankers Members andemployees of the Company for the assistance cooperation and encouragement and continuedsupport extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of theCompany viz. customers members dealers vendors banks and other business partners forthe excellent support received from them during the year. Our employees are instrumentalin helping the Company scale new heights year after year. Their commitment andcontribution is deeply acknowledged. Your involvement as shareholders is also greatlyvalued. Your Directors look forward to your continuing support.

Mumbai August 24 2022 By order of the Board
For GCM Capital Advisors Limited
S/d-
Registered Office : Vicky S. Agarwal
805 Raheja Center 214 Free Press Journal Marg DIN:09163278
Nariman Point Mumbai-400021 Chairman & Managing Director

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