Your Directors have pleasure in presenting the 24th ANNUAL REPORT on thebusiness and operations of your company along with the Audited Financial Statements forthe year ended 31st March 2019. The Consolidated Financials of the Company andits Associate Company have been referred.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2019
|Particulars ||Standalone |
| ||31/03/2019 ||31/03/2018 |
|Operating Revenue ||419.13 ||471.96 |
|Other income ||81.47 ||141.14 |
|Profit/(Loss) before depreciation & tax ||(505.36) ||19.48 |
|Depreciation ||7.89 ||7.94 |
|Profit/(Loss) before tax ||(513.25) ||11.53 |
|Provision for tax ||3.61 ||3.49 |
|Profit/(Loss) after tax ||(509.65) ||8.05 |
|Other Comprehensive Income ||54.24 ||16.80 |
|Total Comprehensive Income for the period ||563.89 ||24.85 |
2. BUSINESS & PERFORMANCE
During the year under review the Company has made Loss of Rs. 509.65 lacs againstProfit of Rs. 11.53 lacs in the last financial year. The total comprehensive income/(Loss)of the company for the year under review is Rs. (563.89) lacs against comprehensive income/ profit of Rs. 24.85 lacs in the last financial year.
3. SHARE CAPITAL
The paid-up Equity Share Capital as on March 31 2018 was Rs. 18.99 crore. No additionsand alterations to the capital were made during the financial year 2018-19
The Directors have not recommended any dividend for the financial year 2018-19.
Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund("IEPF")
Pursuant to Section 205A and 205C and other applicable provisions if any of theCompanies Act 1956 all unclaimed / unpaid dividend as applicable remaining unclaimed /unpaid for a period of seven years from the date they became due for payment wererequired to be transferred to IEPF. Sections 124 and 125 of the Companies Act 2013 readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ('IEPF Rules') both of which were applicable with effect from 7thSeptember 2016 also contain similar provision for transfer of such amounts to the IEPF.Accordingly all unclaimed /unpaid dividend for a period of seven years from the date theybecame due for payment in relation to the company have been transferred to the IEPFestablished by the Central Government. No claim shall be entertained against the companyfor the amounts so transferred.
5. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has duly complied with the provision of Section 186 of the Companies Act2013 and Rules made thereunder. Details on loans or investment are mentioned in financialstatements of this Annual Report. The Company has neither granted any loans to any of thecorporate nor given any guarantees to anybody corporate on behalf of a third party.
6. MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e.March 31 2019 and the date of the Directors' Report.
Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31st March 2019.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the financial year 2018-19 there is no materially significant related partytransaction with the Company's promoters directors the management or their relativeswhich may have potential conflict with the interest of the Company at large. The Companyhas also formulated a policy on dealing with the Related Party Transactions (including formaterial related party transactions) and necessary approval of the Audit Committee andBoard of Directors were taken wherever required in accordance with the Policy. Thedetails of such policies for dealing with all related party transactions are disseminatedon the website of the Company https://www.gcmsecuritiesltd.com.
In compliance with section 188(1) of the Companies Act 2013 particulars of contractsor arrangements with related parties is separately enclosed in Form AOC-2. Furtherdetails of Related Party Transactions as required to be disclosed as per Indian AccountingStandard 24 "Related Party Disclosures" specified under section 133 of theCompanies Act 2013 are given in the Notes to the Financial Statements.
9. SUBSIDIARY/ASSOCIATE COMPANIES
The Company does not have any subsidiary within the meaning of section 2(87) of theCompanies Act 2013. However there are two associate companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). Further there has been nomaterial change in the nature of business of the Associate companies.
Shareholders interested in obtaining a copy of the audited annual accounts of theAssociate company may write to the Company Secretary. Performance and financial positionof the Associate companies is given in Annexure-I.
10. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LODR) REGULATIONS 2015
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 2019 therefore the provisions relation to Corporate Governance are not applicableto the Company. However Company adheres to the best of the corporate governance policiesas may be possible. As per provisions of the SEBI (LODR) Regulations 2015 ManagementDiscussion and Analysis report and Corporate Governance Report with Auditors' certificatethereon are attached Separately and form part of this report.
11. 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
12. AUDITORS STATUTORY AUDITORS
M/s Maheshwari & Co. Chartered Accountants bearing Registration No. 105834W havebeen appointed on the recommendation of Audit Committee and Board of Director's (inconformity with the provisions of sections 139 and 141 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 (includes amendments thereto) as theStatutory Auditors of the Company for a period of 5 years from the conclusion of the 23rdAGM (for FY 2018-19) till the conclusion of the 27th AGM (for FY 2022-23).
During the year under review the Auditors had not reported any matter under section143 (12) of the Act therefore no details are required to be disclosed under section 134(3)(ca) of the Act. The Auditors' Report is unmodified and does not contain anyqualification reservation adverse remark or disclaimer. The Board has placed on recordits sincere appreciation for the services rendered by M/s Maheshwari & Co. asStatutory Auditors of the Company
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 Practising Company Secretaries (CP No.14023 ACS:26425)Company Secretaries to undertake the secretarial audit of the company for the financialyear ended 31st March 2019 (FY 2018-19). The Secretarial Audit Report isannexed herewith as 'Annexure V'.
The Board of Directors affirm that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board its Committees and the GeneralMeetings.
All the investments related activities are done under the direct supervision of theChairman of our company. As per the provisions of the Companies Act 2013 the company hasappointed M/s. A.K. Das & Co. Chartered Accountants Kolkata as an Internal Auditorfor the company for the financial year 2018-19. The Company proposes to continue theirservices and appoint M/s. A.K. Das & Co. Chartered Accountants Kolkata as anInternal Auditor for the financial year 2019-20 to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report.
13. AUDIT COMMITTEE
The Company has an Audit Committee in accordance with the provisions of section 177 ofthe Companies Act 2013 and in accordance with Regulation 18 of SEBI (LODR) Regulations2015 and as per other applicable laws. All members of the Committee are financiallyliterate. The scope of the activities of the Audit Committee is as set out in Regulation18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and readwith section 177 of the Companies Act 2013 and other applicable laws are approved byBoard of Directors of the Company. The composition of the Audit committee and the detailsof meetings attended by the Directors are provided in Annexure of this Annual Report.
To widen the participation of shareholders in Company's decisions pursuant toprovisions of Section 108 of Companies Act 2013 read with Rule 20 of The Companies(Management and Administration) Rules 2014 as amended and in terms of Regulation 44 ofSEBI (Listing Obligations and Disclosures Requirements) Regulation 2015 the Company hasprovided e-voting facility to its members in respect of all member's resolutions to bepassed at General Meeting(s) of the Company. The Company is providing this facility toenable them to cast their votes electronically on all resolutions set forth in the Notice.The instruction(s) for e-voting for ensuing Annual General Meeting is provided with Noticeto members of this Annual Report. The Company has signed necessary agreements withNational Securities Depository Limited and Central Depository Services Limited tofacilitate e-voting for members approval in their general meetings or through postalballots.
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.
There is some change in composition of Board during the Financial Year under reviewwhich is specified below. All Independence Director have given declarations that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 16 (b) of SEBI (LODR) Regulations 2015. Further none of the Directors ofthe company are disqualified under sub-Section (2) of Section 164 of the Companies Act2013.
17. 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.
18. DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DURING THE YEAR
| ||Name ||Designation ||Date of Appointment ||Date of Resignation/Cessation |
|1 ||Amitabh Shukla ||Independent Director ||- ||July 10 2018 |
|2 ||Mahavir Prasad Saraswat ||Independent Director ||July 10 2018 ||- |
|3 ||Pooja Bhartia ||Company Secretary ||- ||March 18 2019 |
19. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on 30th March2019 inter alia to: a. Review the performance of non-independent directors and the Boardas a whole b. Review the performance of the Chairperson of the company taking intoaccount the views of executive directors and non-executive directors c. Assess thequality quantity and timeliness of flow of information between the company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties
20. STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149 (6) FROMINDEPENDENT DIRECTOR
The Board has independent directors and there is appropriate balance of skillsexperience and knowledge in the Board to enable the Board to discharge its functions andduties effectively. The Independent Directors have submitted disclosure that they meet thecriteria of independence as provided under Section 149(6) of Companies Act 2013 and SEBIRegulations
21. BOARD EVALUATION
Pursuant to the provisions of companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The policies and procedures adopted by your Company take into account the designimplementation and maintenance of adequate internal financial controls keeping in viewthe size and nature of the business. The internal financial controls ensure the orderlyand efficient conduct of its business. The controls encompass safeguarding of yourCompany's assets strict adherence to policies and prevention and detection of frauds anderrors against any unauthorized use or disposition of assets and misappropriation offunds. These controls help to keep a check on the accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures. The AuditCommittee ensures that all procedures are properly authorized documented described andmonitored. Your Company has in place strong internal audit processes and systems whichdesign an annual audit plan to ensure optimum portfolio quality and keep risks at bay. TheAudit Committee of the Board of Directors comprising of independent directorsperiodically reviews the internal audit reports covering findings adequacy of internalcontrols and ensure compliances. The Audit Committee also meets the Company's StatutoryAuditors to ascertain their views on the financial statements including the financialreporting system compliance to accounting policies and procedures adequacy andeffectiveness of the internal controls and systems followed by the Company
23. 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 byprovisions of the Companies Act 2013 is reported to be NIL
24. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
25. INFORMATION ON MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There is no material order passed by the regulators or courts or tribunals impactingthe going concern status and Company's operations in future.
26. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has laid down the criteria for DirectorsAppointment and Remuneration including criteria for determining qualification positiveattributes and Independence of Director. The following attribute/criteria for selectionhave been laid by the board on the recommendation of committee:
1. The candidate should possess the positive attributes such as leadershipentrepreneurship or such other attributes which in the opinion of the committee are in theinterest of the Company
2. The candidate should be free from any disqualification as provided under sections164 and 167 of Companies Act 2013
3. The candidate should meet the conditions of being independent as stipulated underthe companies act 2013
4. The appointment or re- appointment of a Director is made pursuant to an establishedprocedure which includes assessment of managerial skills professional behaviourtechnical skills and other requirements as may be required by the post.
5. The Executive and Whole-time Directors of the Company are paid remuneration as pertheir terms and conditions which are approved by the Board after taking into considerationthe recommendations made by Nomination and Remuneration Committee.
Further information about elements of remuneration package of individual directors isprovided in the extract of Annual Return as provided under Section 92(3) of the Act isenclosed in the prescribed form MGT-9 and forms part of this Report. 27. MAINTENANCE OFCOST RECORD
As per the audited balance sheet of the Company turnover of the Company during thefinancial year 2018-19 exceeds 35 crores so maintenance of cost record is applicable tothe Company. But with reference to the Rule 3 of Companies (Cost Record and Audit) Rules2014 maintenance of cost record is not applicable to the Companies covered under Microand Small enterprise as per MSMED Act 2006.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore anyfinancial year hence the provisions of section 135 of the Companies Act 2013 are notapplicable.
29. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company.
30. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report.
31. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
Your Company has in place a formal policy for prevention of sexual harassment of itsemployees at workplace. The Company is in compliance with the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 and has also adopted arevised policy on Sexual Harassment to prohibit prevent or deter any acts of sexualharassment at workplace and to provide the procedure for the redressal of complaintspertaining to sexual harassment thereby providing a safe and healthy work environment.
The Committee met once in the financial year 2018-19 on 30th March 2019 to assess theposition in the company.
Further during the year under review there was no case filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Board of Directors would like to thank all employees of the Company and alsoCompany's shareholders auditors customers and bankers for their continued support.
33. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.
| ||For and on Behalf of the Board |
| ||Sd/- |
|Place: Kolkata ||Manish Baid |
|Date : May 29 2019 ||Managing Director |