The Members of
GCM Commodity & Derivatives Limited
Your Directors have pleasure in presenting the 13thAnnual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2018.
A summary of the Financial Performance of your company and its major associates forthe financial year ended March 31 2018 is as under:
| || ||Rs in Lac |
|Financial Results ||Current Year Ended on 31st March 2018 ||Previous Year Ended on 31st March 2017 |
|Operating Revenue ||100.58 ||- |
|Others Income ||23.37 ||51.96 |
|Total Revenue ||123.94 ||51.96 |
|Total Expenditure ||35.38 ||47.27 |
|Profit/(Loss) before Taxation ||-6.85 ||10.51 |
|Provision for Taxation (including Deferred Tax) ||0.08 ||2.93 |
|Profit/(Loss) after Taxation ||-6.92 ||7.58 |
|Balance Carried forward to Balance Sheet ||-6.92 ||7.58 |
Growth is increasing making India the fastest-growing G20 economy. Investment andexports supported by the smoother implementation of the new goods and services tax (GST)are be coming major growth engines. Inflation will hover within the target band withupside risks reflecting rising oil prices and an increase in housing allowance for publicemployees. The current account deficit will increase. Job creation in the formal sectorwill remain sluggish leaving the vast majority of worker sin low-productivity low paidactivities.
Fiscal and monetary policies are projected to remain broadly neutral. To reduce therelatively high public debt-to-GDP ratio containing contingent fiscal liabilities is keyincluding through better governance of public enterprises. Better risk assessment in bankswould allow allocating financial resources to the best projects and avoiding a newincrease in non-performing loans. Investing more in education and training combined witha modernisation of labour laws would help create better jobs and make growth moreinclusive.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations for the year stood at Rs. 123.95 lakh in comparison tolast year's revenue of Rs 51.96 lakh. During the current financial year the Company hasearned a gross profit of Rs. 28.53lakh in comparison to last year's profit of 57.78lakh.In term of Net Profit/(LOSS) the same was stoodat Rs. (6.92) lakh in comparison to lastyears' net Profit of Rs. 7.58 lakh.
Your Company is into the business of Trading of Agriculture products as well asdeploying its surplus funds in carrying trading/investment activities in Shares &Securities in all the Segment of BSE and NSE.
During current financial year the Company has operated in single segment viz. Tradingof Agriculture Goods and finance and investments.
Particulars of Loans Guarantees or Investments
Details of Loans Guarantee and investments if any covered under the provisions ofsection 186 of the Companies Act 2013 are given in the notes of the Financial Statements.
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 2018 was Rs.7.427 Crore. During theyear under review the company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
The Company does not have any subsidiary accordingly no report for the same required.
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.
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.
Pursuant to the provisions of the companies Act 2013 and the SEBI (LODR) Regulations2015 a structured questionnaire was prepared after taking into consideration the variousaspects of the Board's Functioning composition of the Board and its committees executionand performance of the specific duties obligations and governance.
The performance evaluation of independent directors was completed. The performanceevaluation of the chairman and the non-independent director was carried out by theindependent Directors. The Board of Directors expressed their satisfaction with theevaluation processed.
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 .
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.
Familiarisation Programme for Independent director
The Company is required to conduct the Familiarisation Programme for Independentdirector(Ids) Pursuant to SEBI (LODR) Regulations 2015 Which Familiarise them about thecompany and their roles rights responsibilities in the company.
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.
The Company being basically into the broking business and is the member of BSE and NSE.Apart from broking business the Company is also doing business in shares and securities.In view of current line of business requirements regarding and disclosures of particularsof Conversation of Energy and Technology Absorption prescribed by rule is not applicableto 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 |
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
M/s ADSR & Associates Chartered Accountants Kolkata (FRN - 329843E) are thestatutory auditors of the Company for the year ended March 31 2018. Further M/s ADSR& Associates Chartered Accountants Kolkata (FRN - 329843E) have expressed theirun-willingness to re-appoint themselves as Statutory Auditors of the Company after theconclusion of 13thAnnual General Meeting resulting into a casual vacancy in the office ofStatutory Auditors of the Company as envisaged by section 139(8) of the Companies Act2013.
The Company is looking to fill the casual vacancy caused due to the resignation of M/s.ADSR & Associates Chartered Accountants Kolkata (FRN - 329843E) effective from theconclusion of 13thAnnual General Meeting. The Audit Report given by ADSR & AssociatesChartered Accountants Kolkata (FRN - 329843E) (erstwhile Statutory Auditors) for thefinancial year 2017-18 forming part of this Annual Report. Their appointment as thestatutory auditors will be ratified at the ensuing Annual General Meeting pursuant to theprovisions of Section 139 of the Companies Act 2013 and Rules made thereunder. There isno audit qualification reservation or adverse remark for the year under review.
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.
The Company has appointed M/s A K. Das & Co. Chartered Accountants Kolkata (FRN325204E)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 2018 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 2018 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.
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.
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.