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GCM Securities Ltd.

BSE: 535431 Sector: Financials
NSE: N.A. ISIN Code: INE168O01026
BSE 00:00 | 09 Dec 3.06 -0.09






NSE 05:30 | 01 Jan GCM Securities Ltd
OPEN 3.25
VOLUME 139667
52-Week high 9.52
52-Week low 1.92
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.25
CLOSE 3.15
VOLUME 139667
52-Week high 9.52
52-Week low 1.92
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GCM Securities Ltd. (GCMSECURIT) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 27th AnnualReport of your Company together with the Audited Statements of Accounts for the year endedMarch 31 2022.

Financial Results Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue for the year 292.73 271.31
Profit/(Loss) before Tax Depreciation and Finance Cost (8.31) 187.42
Less: Finance Cost - 1.12
Profit/(Loss) before Depreciation/Amortization (PBDT) (8.31) 186.30
Less: Depreciation 5.01 6.32
Net Profit/(Loss) before Taxation (PBT) (13.32) 179.98
Less: Provision for Taxation (including Deferred Tax) 2.46 0.05
Add: Extra-ordinary Items (Excess Provisioning) - -
Profit/(Loss) after Tax & Extra-ordinary Items (15.78) 179.93
Less: Provision for Dividend - -
Less: Transfer to General / Statutory Reserves - -
Profit/(Loss) available for Appropriation (15.78) 179.93
Add: Profit/(Loss) brought forward from Previous Year (1373.67) (1553.60)
Balance of Profit/(Loss) carried forward (1389.45) (1373.67)


Total revenue for the year stood at 292.73 lakh in comparison to lastyears? revenue of 271.31 lakh. In term of Profit/(Loss) before taxation the Companyhas earned a profit of (13.32) lakh in comparison to last years? profit of 179.98lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at (15.78) lakh in comparisonto last financial year?s profit of 179.93 lakh. Your Company one of the SEBIregistered Stock Broker and is having membership of both BSE and NSE. Apart from this theCompany is in to the business of trading and investments in Equity Shares. The Company iscarrying trading/investment activities in both Equity and FNO Segment and also trading inCommodities market occasionally.


Due to carried forward losses and in order to conserve resources and tomeet financial requirements to implement its future plans your Directors do not proposeany dividend for the year under review. During the year under review Nil was transferredto General Reserve.


The paid up Equity Share Capital as on March 31 2022 was 18.996 Croreconsisting of 189960000 Equity Shares of 1/- each. During the year under review theCompany 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.


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 andfair manner the form and substance of transactions and reasonably present theCompany?s state of affairs profits and cash flows for the year ended March 31 2022.Accounting policies have been consistently applied except where a newly issued accountingstandard if initially adopted or a revision to an existing accounting standard requires achange in the accounting policy hitherto in use. Management evaluates all recently issuedor revised accounting standards on an ongoing basis. The Company discloses standalonefinancial results on a quarterly basis which are subjected to limited review and publishesstandalone audited financial results on an annual basis. The Company continues to focus onjudicious management of its working capital receivables inventories and other workingcapital parameters were kept under strict check through continuous monitoring. There is noaudit qualification in the standalone financial statements by the statutory auditors forthe year under review.


Your Company is one of the SEBI registered Stock Broker havingmembership of both BSE and NSE in both Equity & FNO Segment. Apart from this theCompany is doing trading and Investments in Shares & Securities in accordance withthe Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.


Details of loans guarantees and investments under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2022 are set out in Note financial statements of the Company.


The Company does not have any material Subsidiary Associate or JointVenture Company whose net worth exceeds 20% of the consolidated net worth of the holdingcompany in the immediately preceding accounting year or has generated 20% of theconsolidated income of the Company during the previous financial year. Accordingly apolicy on material subsidiaries has not been formulated. During the year no Company hasceased to be Subsidiary Associate or Joint Venture Company.


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 ofthe Companies Act 2013. There were no materially significant transactions with therelated parties 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 PartyTransactions are placed before the Audit Committee for approval. Omnibus approval wasobtained on a yearly basis for transactions which are of repetitive nature. Transactionsentered into pursuant to omnibus approval are verified by the Risk Assurance Departmentand a statement giving details of all Related Party Transactions are placed before theAudit Committee and the Board for review and approval on a quarterly basis. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company TheCompany has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm. The Policy on materiality of and dealing withRelated Party Transactions as approved by the Board is uploaded on the website of theCompany and is accessible at the website of the Company. None of the Directors has anypecuniary relationship or transactions vis-a-vis the Company except remuneration andsitting fees.


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.


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.


There are no changes in the nature of business in the financial year2021-22.


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 Boardafter seeking inputs from all the directors on the basis of criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc. The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In Compliance with Section 149 (7) read with Schedule IV of the CompaniesAct 2013 and Regulations 25(3) of the SEBI LODR Regulations 2015 a separate BoardMeeting of Independent Directors of the Company was held on March 19 2021 wherein thefollowing items in agenda were discussed: reviewed the performance of Non-IndependentDirectors and the Board as a whole. reviewed the performance of the Chairperson of thecompany taking into account the views of Executive Directors and Non-Executive Directors;Assessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The Board evaluates its composition to ensure that the Board has theappropriate 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 skills/expertise/competence of the Board ofDirectors

No. Essential Core skills/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.


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.


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.


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


There is no change in the composition of Board of Directors of theCompany 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 put up on the website of the Company Further none of the Directors ofthe Company are disqualified under sub-section (2) of Section 164 of the Companies Act2013.


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?sReport. Further Section 152 of the Act provides that the independent directors shall notbe liable to retire by rotation in the Annual General Meeting (‘AGM?) of theCompany. As per requirements of Regulation 25 of Listing Regulations a person shall notserve as an independent director in more than seven listed entities: provided that anyperson who is serving as a whole time director in any listed entity shall serve as anindependent 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 theBoard the Independent Directors possess the requisite expertise and experience and arethe persons of high integrity and repute. They fulfil the conditions specified in theCompanies Act 2013 and the Rules made thereunder and are independent of the management.The Independent Directors have confirmed that they have complied with the Company?sCode of Business Conduct & Ethics. Neither there was a change in the composition ofBoard during the current financial however changes in the employees from KMP category arestated herein below-


Sl. No. Name Designation Date of Appointment Date of Resignation
1. Frenny Megotia Company Secretary & Compliance Officer 06-07-2021 -


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 disclosures to theBoard 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.


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 provisionsof the Act and the Listing Regulations and based on policy devised by the NRC the Boardhas carried out an annual performance evaluation of its own performance its committeesand individual directors. The Board performance was evaluated based on inputs receivedfrom all the Directors after considering criteria such as Board composition and structureeffectiveness of Board and information provided to the Board etc. The performance of thecommittees was evaluated by the Board of Directors based on inputs received from all thecommittee members after considering criteria such as composition and structure ofcommittees effectiveness of committee meetings 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.


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


There have been no material changes and commitments affecting thefinancial position of the Company between the end of Financial Year and date of thereport.


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 ended31st March 2022 all the applicable accounting standards prescribed by theInstitute of Chartered Accountants of India have been followed along with properexplanation relating to material departures if any; 2. the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2022 and of the profit of the Company for the year ended onthat date; 3. that the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; 4. that the Directors had prepared the annual accounts on a going concernbasis; 5. that the Directors had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; 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.


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 inyour Company?s operating framework. Your Company believes that managing risks helpsin maximizing returns. The Company?s approach to addressing business risks iscomprehensive and includes periodic review of such risks and a framework for mitigatingcontrols and reporting mechanism of such risks. The risk management framework is reviewedperiodically by the Board and the Audit Committee. However the Company is not required toconstitute Risk Management Committee under Listing Regulations 2015.


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 controlswere adequate and effective during FY 2022.


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.


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 theCompany?s code of conduct or ethics policy. The Company has disclosed the policy onthe website of the Company i.e.


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 Kolkata (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 September 28 2018. Pursuant to the amendments made toSection 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought. The Report given by M/s. Maheshwari & Co. on thefinancial statement of the Company for the FY 2021-22 is part of the Annual Report. TheNotes on financial statement referred to in the Auditor?s Report are self-explanatoryand do not call for any further comments. The Auditor?s Report does not contain anyqualification reservation adverse remark or disclaimer. During the year under reviewthe Auditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to 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 re-appointed Ms. Chandni Maheshwari Company Secretaries in Practice (C. P.No. 16218) to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report asAnnexure II. The same does not contain any qualification reservation or adverse remark.During the year your Company has complied with applicable Secretarial Standards i.e. SS-1and SS-2 relating to “Meetings of the Board of Directors” and “GeneralMeetings” respectively. In addition to the above and pursuant to SEBI circular dated8 February 2019; a report on secretarial compliance (Regulation 24-A of SEBI LODRRegulations 2015) by Ms. Chandni Maheshwari for the FY2021-22 has been submitted withstock exchanges. There are no observations reservations or qualifications in the saidreport.

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 sizescale and complexities of its operations. The internal and operational audit is entrustedto M/s A. K. Das & Co. Chartered Accountant Firm Kolkata (FRN - 325204E). The mainthrust of internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry. The AuditCommittee of the Board of Directors actively reviews the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same. The Company hasa robust Management Information System which is an integral part of the controlmechanism. The Audit Committee of the Board of Directors Statutory Auditors and the KeyManagerial 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.


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.


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.


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 Section197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed as Annexure ‘V? and forms anintegral part of this Report. A statement comprising the names of top employees in termsof remuneration drawn and every persons employed throughout the year who were in receiptof remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure ‘VI? and forms anintegral part of this annual report. The above Annexure is not being sent along with thisannual report to the members of the Company in line with the provisions of Section 136(1)of the Act. Members who are interested in obtaining these particulars may write to theCompany Secretary at the Registered Office of the Company. The aforesaid Annexure is alsoavailable for inspection by Members at the Registered Office of the Company 21 daysbefore and up to the date of the ensuing Annual General Meeting during the business hourson 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.


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.


The Company has not earned or used foreign exchange earnings/outgoingsduring the year under review.


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.


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.


The Notes on Financial Statement referred in the Auditors? Reportare self-explanatory and do not call for any further comments. The Auditors? Reportdoes not contain any qualification reservation adverse remark or disclaimer for theFinancial Year 2021-22.


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.


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 formsan integral part of this Report.


The Board of Directors affirms that the Company has complied with theapplicable mandatory Secretarial Standards issued by the Institute of Company Secretariesof India.


During the year there were no transaction requiring disclosure orreporting in respect of matters relating to:

  1. details relating to deposits covered under Chapter V of the Act;
  2. (b) issue of equity shares with differential rights as to dividend voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of theCompany under any scheme;

(d) raising of funds through preferential allotment or qualifiedinstitutions placement;

(e) significant or material order passed by the Regulators or Courts orTribunals which impact the going concern status and Company?s operations in future;

(f) pendency of any proceeding under the Insolvency and BankruptcyCode 2016; and (g) instance of one-time settlement with any bank or financialinstitution.


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.


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 allstakeholders of the Company viz. customers members dealers vendors banks and otherbusiness partners for the excellent support received from them during the year. Ouremployees are instrumental in helping the Company scale new heights year after year.Their commitment and contribution is deeply acknowledged. Your involvement as shareholdersis also greatly valued. Your Directors look forward to your continuing support.

Kolkata September 2 2022 By order of the Board
Registered Office : I. C. Baid
Sir RNM House 5th Floor 3B Lal Bazar DIN: 00235263
Street Kolkata 700 001 Chairman