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GCM Capital Advisors Ltd.

BSE: 538319 Sector: Financials
NSE: N.A. ISIN Code: INE191P01017
BSE 00:00 | 20 Jul 1.82 0.25
(15.92%)
OPEN

1.31

HIGH

1.88

LOW

1.31

NSE 05:30 | 01 Jan GCM Capital Advisors Ltd
OPEN 1.31
PREVIOUS CLOSE 1.57
VOLUME 4000
52-Week high 4.57
52-Week low 1.31
P/E 36.40
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.31
CLOSE 1.57
VOLUME 4000
52-Week high 4.57
52-Week low 1.31
P/E 36.40
Mkt Cap.(Rs cr) 3
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 of

GCM Capital Advisors Limited

Your Directors have pleasure in presenting the 04thAnnual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2017.

FINANCIAL RESULTS:

A summary of the Financial Performance of your company and its major associates forthe financial year ended March 31 2017 is as under:

Rs in Lac
Financial Results Current Year Ended on 31st March 2017 Previous Year Ended on 31st March 2016
Operating Revenue 686.29 389.26
Others Income 30.41 24.65
Total Revenue 716.70 413.90
Total Expenditure 716.25 404.54
Profit/(Loss) before Taxation 0.45 13.93
Provision for Taxation (including Deferred Tax) (1.89) 4.58
Profit/(Loss) after Taxation 2.35 9.35
Balance Carried forward to Balance Sheet 2.35 9.35

MICROECONOMIC OVERVIEW

India remains one of the fastest growing economies in the world. According to theCentral Statistical Office s (CSO) revised estimates India s GDP growth remained steadyat 7.1% in FY17 with the third quarter registering a growth rate of 7% y-o-y despite theeffects of demonetisation. Certain macroeconomic indicators suggest that the economy issteadily recovering from the impact of demonetisation announced on 8th November 2016with the RBI forecasting GDP growth at 7.4% in FY18.

Consumer Inflation likely to be moderate and remain below 5% in the FY 2017. Thecentral Government remains on the path of fiscal deficit to around 3% of GDP in FY18.Government continues to make efforts to revive investment cycle and is spending onbuilding physical infrastructure. Government has been able to revive many stalled projectsin the public sector; however private sector investments remain weak given low capacityutilization and leveraged balance sheets.

We are on the verge of one of the most important reform measures in the country thetransition to the Goods and Services Tax (GST) from 1st July 2017. The GST will unifyIndia into a single market thereby simplifying the compliance process broadening the taxbase and improving productivity. While there remains a possibility of disruption in theshort run given the scale of change recent experience with the demonetization exercisesuggests that the disruption to economy from GST implementation if any is likely to besmall and short lived. The long-term potential from GST is immense.

OVERALL PERFORMANCE & OUTLOOK

Your Company is engages in Advisory services and listed on Bombay Stock ExchangeLimited (BSE) in SME Segment.

Total Gross Revenue form operation for the year was Rs 716.70 Lakhs in comparison toprevious financial year figures of Rs 413.90. The company has registered Net Profit/(Loss)before Tax for the year was of Rs 0.45 Lakhs in comparison to Previous Financial Year Rs9.36 Lakhs.

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.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31 2017 was Rs 16.940 Crore. During theyear under review the company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

SUBSIDIARY COMPANY

The Company have not any Subsidiary or any Associate Company and Joint Venture withinthe meaning defined under Companies Act 2013.

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 KeyManagement Personal or to the designated person which may have potential conflict withinterest of the company at large and hence do not attract the provisions of Section 188 ofthe Companies Act 2013 thus disclosure in Form AOC-2 is not required.

MANAGEMENT DISCUSSION & ANALYSIS

As required by under Part B of Schedule V read with Regulation 34(3) of the ListingRegulations 2015 the Management Discussion and Analysis is annexed and forms part of theDirectors Report.

MANAGEMENT

There was no change in Management of the Company during the year under review. Furthernone of the Directors of the Company are disqualified under sub-section (2) of Section 164of the Companies Act 2013.

Details of Meeting of Board of Directors and Committee and Members are annexed andforms part of the Director s Report.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy Which inter-alia includes policy for selection andappointment of Directors key Managerial Personnel Senior Management Personnel and theirremuneration. The Remuneration Policy is stated in the www.gcmcap.com.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

All Independence Director have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (LODR) Regulations 2015.

Further none of the Directors of the company are disqualified under sub-Section (2) ofSection 164 of the Companies Act 2013.

INDEPENDENT DIRECTORS

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.

STATUTORY INFORMATION

The Company is basically into the business of Advisory services. Apart from AdvisoryServices the Company is also involved in the Trading and import and Export of fruits andSpices. In view of current line of business requirements regarding and disclosures ofparticulars of Conversation of Energy and Technology Absorption prescribed by rule is notapplicable to us.

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.

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.

DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DERING THE YEAR

Name Designation Date of Appointment Date of Resignation
1. - - - -

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle Blower Policy to report genuine concern or grievances. TheWhistle Blower Policy has been posted on the website of the Company.

AUDITORS Statutory Auditors

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 04th Annual General Meeting up to the conclusion of the7th 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 Maheshwari& Co. that their appointment if made would be in conformity with the limitsspecified in the said Section.

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 hasappointed Ms. Kriti Daga Company Secretaries in Practice (CP No.14023) to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed inthis Annual Report as Annexure.

Internal Auditors

The Company has appointed M/s Baid Ray & Associates Chartered Accountants Kolkata(CP No. 055737) as Internal Auditors of the Company for the current financial year.

Extract of Annual Return

Pursuant to provisions of Section 134(3) (a) of the Companies act 2013 extract of theAnnual Return for the financial year ended 31st March 2017 made under the provisions ofSection 92(3) of the Act is attached as Annexure.

REPORT ON CORPORATE GOVERNANCE

As per SEBI circular no. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSAND DISCLOUSURE REQUIRNMENTS) REGULATION 2015 No. SEBI/LAD-NRO/GN/2015-16/013 datedSeptember 02 2015 Company s paid up capital is less than Rs. 10 Crores and Net Worth isalso less than Rs. 25 Crore or Company listed on SME Platform Company was not required tocomply with the norms of the corporate Governance.

Since the Company was listed on SME Exchange only as on Financial Year ending 31stmarch 2017 therefore the provisions relation to Corporate Governance are not applicableto the Company.

COMMENTS ON AUDITOR S REPORT:

The notes referred to in the Auditor s Report are self-explanatory and as such they donot call for any further explanation as required under the Companies Act 2013.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for ourCompany that our employees have been very supportive of the Company s plan. By far theemployee s relations have been cordial throughout the year.

The information as required by provisions of the Companies Act 2013 is reported to beNIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from thepublic within the meaning/ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.

By Order of the Board of Directors

for GCM Capital Advisors Limited

SAMIR BAID

DIN: 00243521

Chairman

Place: Mumbai

Data: May 30 2017

Registered Office:

805 8th Floor Raheja Center

214-Free Press Journal Marg Nariman Point

Mumbai Maharashtra-400021

CIN: L74110MH2013PLC243163

Annexure of the Director s Report

Your Director have pleasure in presenting the Corporate Governance Report for the ended31st March 2017.

COMPANY S PHILOSOPHY ON GOVERNANCE:

Your Company believes that good Corporate Governance enhances the confidence ofinvestors and help in meeting the needs and aspirations of its shareholders. Your companyis committed to continuing the high values and traditions in transparent functioning ofthe organization.

BOARD OF DIRECTORS MEETING

The Company s policy is to maintain optimum combination of Executive and Non-ExecutiveDirectors. Presentably the Board consists of six directors out of whom four areIndependent Director. One is Managing Director and on is Chairman of the Company.

COMPOSITION AND DETAILS OF DIRECTORS

Name Designation Date of Appointment Attendance at Board Meeting during 2016-17

As on 31st March 2017 in other listed companies

Attendance at last AGM

No. of Direc- torship(S) Committee Position held in listed

No. of Meetings Cos. Chairman Member
1. Samir Baid Chairman & Managing Director 09.05.2013 8 4 NIL NIL YES
2. Shilpa Baid Non-Executive Director 25.04.2015 8 NIL NIL NIL YES
3. Mitesh M. Mehta Independent Director 11.03.2014 8 NIL 5 7 YES
4. Laxmi Narayan Sharma Independent Director 18.04.2015 8 6 NIL NIL YES

BOARD MEETINGS:

During the year 2016-17 Eight Meetings of the Board of the Directors were held and thegap between two such meetings does not exceeds 120 days. Meetings were held on followingsdates:

Sr No. Date of Board Meetings Held
1. 08 April 2016
2. 11 May 2016
3. 28 May 2016
4. 19 August 2016
5. 29 September 2016
6. 07 November 2016
7. 10 November 2016
8. 13 February 2017

AUDIT COMMITTEE MEETINGS:

In compliance with Section 177 of Companies Act 2013 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 there were nooccasions during the year where the Board of Directors did not accept the recommendationsof the Audit Committee.Meetings were held on 28th May 2016 19th August 2016 29thSeptember 2016 10th November 2016 and 13th February 2017.

Name Designation Positions Number of Meetings attended
1 Laxmi Narayan Sharma Independent Director Chairman 5
2. Samir Baid Managing Director Member 5
3. Mitesh Mehta Independent Director Member 5

NOMINATION AND REMUNERATION COMMITTEE MEETING:

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.gamcap.com

During the year 2016-17 TWO Meetings of the Nomination and remuneration committee wereheld on 11th May 2016 29th September 2016.

Attendance of the Nomination and remuneration committee meetings.

. Name Designation Positions Meetings attended
1 Laxmi Narayan Sharma Independent Director Chairman 2
2. Samir Baid Managing Director Member 2
3. Mitesh Mehta Independent Director Member 2

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

In compliance with section 178(5) of the Companies Act 2013 and Regulation 20 of theSEBI (Listing Obligations and Disclosure Requirements) regulations 2015 the Company hasconstituted a stakeholders Relationship Committee consisting of 2 Independent Directorsand the Managing Director During the Year 2016-17 meetings were held on 28th May 2016 and10 November 2016 of the stakeholders Relationship Committee.

Attendance of the Stakeholders Relationship Committee meeting.

Name Designation Positions Meetings attended
1 Laxmi Narayan Sharma Independent Director Chairman 2
2. Samir Baid Managing Director Member 2
3. Mitesh Mehta Independent Director Member 2

PARTICULARS OF PAST 3 AGMS.

Annual General Date & Time Venue Whether Special
Meeting Resolution Passed
1 3rd Annual General Meeting 29th September 805 8th Floor 214-Free Press NO
2016 Journal Marg Nariman Point
12:00 PM Mumbai-400021Maharashtra
2. 2nd Annual General 29th September Ramee Guest Line Hotel YES
Meeting 2015 462 A.B. Nair Road Opp.
11:00 AM Sun-N-Sand Hotel Juhu
Vile Parle(W) Mumbai-400049
Maharashtra
3. 01st Annual General 30th September 505 5th Floor 214-Free Press NO
Meeting 2014 Journal Marg Nariman Point
11:30 AM Mumbai-400021 Maharashtra

DETAILS OF SPECIAL RESOLUTION PASSED IN PAST 3 AGMS

The Company has passed a Special Resolution in pursuance of the prevailing Laws RulesRegulations ect. In 2ndAnnual General Meeting:

Adoption of New Articles of Association of company containing Regulation in conformitywith Companies Act 2013.

GENERAL SHAREHOLDER INFORMATION:

i 04th Annual General Meeting 28th September 2017 at 11:30 AM
ii Venue Registered Office
805 8th Floor Raheja Centre
214-Free Press Journal Marg
Nariman Point Mumbai
Maharashtra-400021
iii Financial Year 2016-17
iv Listing on Stock Exchanges The BSE Limited Mumbai
v Company Scrip Code BSE 538319
vi ISIN Number INE191P01017