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GCM Securities Ltd.

BSE: 535431 Sector: Financials
NSE: N.A. ISIN Code: INE168O01026
BSE 00:00 | 02 Apr GCM Securities Ltd
NSE 05:30 | 01 Jan GCM Securities Ltd
OPEN 9.38
PREVIOUS CLOSE 9.38
VOLUME 1600
52-Week high 11.72
52-Week low 9.38
P/E
Mkt Cap.(Rs cr) 178
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.38
Sell Qty 16000.00
OPEN 9.38
CLOSE 9.38
VOLUME 1600
52-Week high 11.72
52-Week low 9.38
P/E
Mkt Cap.(Rs cr) 178
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.38
Sell Qty 16000.00

GCM Securities Ltd. (GCMSECURIT) - Director Report

Company director report

To

The Members of GCM Securities Limited

Your Directors have pleasure in presenting the 23rd Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2018.

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 Lakhs

Financial Results Current Year Ended on 31st March 2017 Previous Year Ended on 31st March 2016
Operating Revenue 471.97 57.04
Others Income 141.14 109.44
Total Revenue 613.11 166.48
Total Expenditure 601.57 164.88
Profit/(Loss) before Taxation 11.54 1.60
Provision for Taxation (including Deferred Tax) 3.54 14.82
Profit/(Loss) after Taxation 8.01 (13.22)
Balance Carried forward to Balance Sheet 8.01 (13.22)

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 FY18 withthe 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 FY19.

Consumer Inflation likely to be moderate and remain below 5% in the FY 2018. Thecentral Government remains on the path of fiscal deficit to around 3% of GDP in FY19.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 one of the SEBI registered Stock Broker and is a registered CorporateMember of the National Stock Exchange of India Limited (NSE) and Bombay Stock ExchangeLimited (BSE) in the Capital Market segment and future & Options.

Total Gross Revenue from operation for the year was Rs. 471.97 Lakhs in comparison toprevious financial year figures of Rs. 57.04. The company has registered Net Profit/(Loss)before Tax for the year was of Rs. 11.54 Lakhs in comparison to Previous Financial YearRs.1.60 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 2018 was Rs. 18.9960 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 does not have any subsidiary within the meaning of section 2(87) of theCompanies Act 2013. However your company have Associates Companies which is detailed inAoC-1 and no Joint Venture which is covered under Section 2(6) of the 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.

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.gcmsecuitiesltd.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 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 DURING THE YEAR

Sl. No. 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

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 reappoint themselves as Statutory Auditors of the Company after theconclusion of 23rdAnnual 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 23rdAnnual General Meeting. The AuditReport 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 there under. There isno audit qualification reservation or adverse remark for the year under review.

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/sA.K. Das & Co. 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 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.

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.

Place: Kolkata By Order of the Board of Directors
Data: August 31 2018 for GCM Securities Limited
Registered Office:
3B Lal Bazar Street Sir RNM House Manish Baid
5th Floor Kolkata-700001 West Bengal Managing Director
CIN: L67120WB1995PLC071337

Annexure of the Director s Report

GOVERNANCE REPORT

As previously stated that the provisions of the corporate governance is no applicableon the company yet company sgovernance philosophy and internal governance policy is statedherein. Your Director has pleasure in presenting the Corporate Governance Report for theended 31st March 2018.

COMPANY S PHILOSOPHY ON CORPORATE 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 three areIndependent Director. One is Managing Director and one is Chairman of the Company.

COMPOSITION AND DETAILS OF DIRECTORS

Sr. No. Name Designation Date of Appointment

Attendance at Board Meeting during 2017-18

As on 31st March 2018 in other listed companies

Committee Position

No. of Meetings No. of Direc- torship(S) held in listed Cos. Chairman Member Attendance at last AGM
1. Inder Chand Baid Chairman 02.05.1995 8 2 2 2 YES
2. Manish Baid Managing Director 02.06.1995 8 Nil NIL NIL YES
3. Samir Baid Non-Executive Director 19.07.1999 8 3 NIL 4 YES
4. Laxmi Narayan Sharma Independent Director 20.12.2004 8 5 NIL NIL YES
5. Amitabh Shukla Independent Director 25.10.2012 8 3 NIL NIL YES
6. Urmi Bose Independent Director 28.03.2015 8 1 NIL NIL YES

BOARD MEETINGS:

During the year 2017-18 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. 18 April 2017
2. 9 May 2017
3. 10 May 2017
4. 20 July 2017
5. 1 September 2017
6. 29 September 2017
7. December 13 2017
8. 20 January 2018

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 9th May 2017 1stSeptember 2017 29thSeptember 2017 13th December 2017 and 20 January 2018.

Sr No. Name Designation Positions Number of Meetings attended
1 Inder Chand Baid Chairman Member 5
2. Laxmi Narayan Sharma Independent Director Member 5
3. Amitabh Shukla Independent Director Chairman 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.gcmsecuritiesltd.com.

During the year 2017-18TWOMeetings of the Nomination and remuneration committee wereheld on 18 April 2017 and 29 September 2017.

Attendance of the Nomination and remuneration committee meetings.

Sr No. Name Designation Positions Meetings attended
1 Manish baid Managing Director Member 2
2. Laxmi Narayan Sharma Independent Director Chairman 2
3. Amitabh Shukla 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 2017-18 meetings were held on18 April May 2017and 29 September 2017of the stakeholders Relationship Committee.

Attendance of the Stakeholders Relationship Committee meeting.

Sr No. Name Designation Positions Meetings attended
1 Manish baid Managing Director Member 2
2. Laxmi Narayan Sharma Independent Director Member 2
3. Amitabh Shukla Independent Director Chairman 2

PARTICULARS OF PAST 3 AGMS.

Sr. No. Annual General Meeting Date & Time Venue Whether Special Resolution Passed
1 22nd Annual General 29th September 3B Lal Bazar Street NO
Meeting 2018 Sir RNM House 5th Floor
10:00 AM Kolkata-700001 West Bengal
2 21st Annual General 29th September 3B Lal Bazar Street NO
Meeting 2016 Sir RNM House 5th Floor
10:00 AM Kolkata-700001 West Bengal
3 20thAnnual General 28th September 3B Lal Bazar Street YES
Meeting 2016 Sir RNM House 5th Floor
10:00 AM Kolkata-700001 West Bengal

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 20th Annual General Meeting:

Adoption of new ARTICLES OF Association of company containing Regulation in conformitywith Companies Act 2013.

GENERAL SHAREHOLDER INFORMATION:

i 23rd Annual General Meeting 28th September 2018 at 10:30 AM
ii Venue Registered Office
3B Lal Bazar Street Sir RNM House
5th Floor Kolkata-7000001 West Bengal
iii Financial Year 2017-18
iv Listing on Stock Exchanges The BSE Limited Mumbai
v Company Scrip Code BSE 535431
vi ISIN Number INE168O01026

Annexure of the Director s Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Directors have pleasure in presenting the Management Discussion and Analysisreport for the year ended on 31stMarch 2018.

FORWARD-LOOKING STATEMENTS:

This report contains forward-looking statements based on certain assumptions andexpectations of future events. The Company therefore cannot guarantee that theseassumptions and expectations are accurate or will be realised. The Company's actualresults performance or achievements can thus differ materially from those projected inany such forward-looking statements. The Company assumes no responsibility to publiclyamend modify or revise any forward looking statements on the basis of any subsequentdevelopments information or events.

PERFORMANCE:

The income of brokerage & commission constitutes the income from retail clientsHNI ect. Such income is driven principally by the numbers of active clients market volumeand underlying share price movement. Total Gross Revenue form operation for the year wasRs. 613.11 Lakhs in comparison to previous financial year figures of Rs. 166.48. Thecompany has registered Net Profit/(Loss) before Tax for the year was of Rs 11.54 Lakhs incomparison to Previous Financial Year Rs 1.60 Lakhs. In this regards the company has drawndetailed plans to improve the performance by increasing the revenue stream by initiatingand continuing to expand the suite of products and enhance the customers base of retailclients Hni s and corporates.

SEGMENT-WISE PERFORMANCE:

The Company is into trading in Securities which is the only operating segment of thecompany

OPPORTUNITIES AND THREATS:

The fundamental growth drivers of the country s economy as well as our company continueto remain strong despite the pressures of slowdown and inflationary conditions prevalenttill recently in the nation and also globally. We are also in talks with reputed chemicalscompanies to import specialty chemicals.

We offers equity broking services to Retail HNI and corporate clients in the cash andderivatives segment. The growth of financial services sector will allow the company togrow business in each of the vertical. The equity broking is witnessing a good respite dueto positive market conditions. As a financial service intermediary the company s profitsand revenues are to a large part dependent on the sable growth and functioning of thecapital market.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has proper and adequate internal control system commensurate with the sizeof the business operations geared towards achieving efficiency in its various businessoperations safeguarding assets optimum utilization of resources and compliance withstatutory regulations. The management is ensuring an effective internal control system tosafeguard the assets of the company. Efforts for continued improvement of internal controlsystem are being consistently made in this regard. The company has cleared secured bankliability against assets.

HUMAN RESOURCES VIS--VIS INDUSTRIAL RELATIONS:

The Company values and appreciates the dedication and drive with which its employeeshave contributed towards improved performance during the year under review. The industrialrelations with staff and officers are cordial during the year under review. All issuespertaining to staff matters are resolved in harmonious and cordial manner.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company sobjectives projections estimates and expectations may be forward looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could make adifference to the Company s operations include economic conditions affecting demand/supplyand price conditions in the domestic and overseas markets in which the Company operateschanges in the Government regulations tax laws and other statutes and other incidentalfactors.

Place: Kolkata By Order of the Board of Directors
Data: August 31 2018 for GCM Securities Limited
Registered Office:
3B Lal Bazar Street Sir RNM House Manish Baid
5th Floor Kolkata-700001 West Bengal Managing Director
CIN: L67120WB1995PLC071337