Your Directors have pleasure in presenting their 31st Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2020
Rs. in Lakh
|Standalone Financial Results ||Year Ended ||Year Ended |
| ||31.03.2020 ||31.03.2019 |
|Total Income ||311.76 ||939.46 |
|Profit / (Loss) before Tax & Extraordinary Items ||(198.49) ||(59.19) |
|Less/(Add) : Provision for Taxation (including Deferred Tax) ||22.35 ||(1.51) |
|Profit/(Loss) after Tax ||(220.85) ||(57.67) |
|Less : Extra-Ordinary Items ||- ||- |
|Profit after Tax & Extra-Ordinary Items ||(220.85) ||(57.67) |
|Add : Fair Value Measurement adjustments ||12.62 ||(675.14) |
|Total Profit available for Appropriation ||(208.22) ||(732.81) |
|Less : Amount Transferred to Statutory Reserves ||- ||- |
|Less: Amt. transferred to Contingent Provision against Standard Assets ||- ||- |
|Balance carried forward ||(208.22) ||(732.81) |
The Ministry of Corporate Affairs vide its notification dated 30th March 2016 notifiedthe Companies (Indian Accounting Standards) (Amendment) Rules 2016 including the roadmapfor implementation of Ind AS for Non-Banking Financial Companies ("NBFCs").NBFCs were required to comply with Ind AS in phased manner from accounting periodbeginning on or after 1st April 2019.
Standalone Financial Performance
Since the Company does not have any material subsidiary company the Company is notrequired to prepare or produce Consolidated Financial performance of the Company.
Your Company is one of the RBI registered NBFC and is engaged in the business offinance and investments. The Company is carrying trading/investment activities in bothEquity and FNO Segment apart from its financing activities.
During the year the gross revenue from operations stood at Rs. 311.76 lakh incomparison to last years' revenue of Rs. 939.46 lakh. In term of Net Profit/(Loss) aftertax the same was stood at Rs. (220.85) lakh in comparison to last years' net profit /(Loss) of Rs. (56.72) lakh.
Management of company is continue to have positive outlook for current financial yearhowever outcome depends entirely on the capital market environment as well as RBI/Govt.policies on NBFC activities.
The Company is NBFC (Loan Company) operating in single segment i.e. Finance &Investments as notified under Ind AS- 108 issues by MCA and defined by Institute ofChartered Accountants of India. The Company is carrying the NBFC Business (Loan ProvidingBusiness) business and also doing the Investing and Trading Activities in Indian CapitalMarket out of the available surplus from NBFC Business of the company.
Dividend and Reserves
In view of losses incurred during the year your Directors do not propose any dividendfor the year under review. In terms of the provisions of Regulation 43A of the SEBIListing Regulations your Company has formulated and adopted a Dividend DistributionPolicy. The said policy is available on the website of the Company viz.
No amount was transferred to Special Reserve in terms of Section 45-IC of the RBI Actduring the financial year under review. Share Capital
The paid up Equity Share Capital as on March 31 2020 was Rs. 24.8935 Crore. During theyear under review the Company has not allotted any shares whether ordinary or withdifferential voting rights nor granted stock options nor sweat equity. As on March 312020 none of the Directors and/or Key Managerial Person of the Company hold instrumentsconvertible in to Equity Shares of the Company.
Finance and Accounts
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and The Company has adopted Indian Accounting Standards (IndAS') as notified under the Companies Act 2013 (the Act') from April 01 2019 withthe effective date of such transaction being April 01 2018. Such transaction had beencarried out from the erstwhile Accounting Standards as notified (referred to as 'thePrevious GAPP'). The financial statements have been prepared on Fair Value basis unlessspecifically stated historical cost basis. The estimates and judgments relating to thefinancial statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits/(loss) and cash flows for the year ended 31st March 2020.
The Company continues to focus on judicious management of its Working Capital.Receivables Inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review. Particulars of Loans Guarantees & Investments
The details of loans guarantees and investments made under provisions of Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 aregiven under notes to the Standalone Financial Statements which forms part of this AnnualReport.
The Company does not have any material subsidiary as defined under the ListingRegulations. However it has formulated a policy for determining its Material'Subsidiaries and the same is available on the website of the Company.
Related Party Transactions
During the financial year under review all transactions entered into by the Companywith related parties were in ordinary course of business and on an arm's length basis andwere not considered material as per the provisions of Section 188 of the Act read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the SEBIListing Regulations. Hence disclosure in form AOC-2 under Section 134(3)(h) of the Actread with the Rule 8 of the Companies (Accounts of Companies) Rules 2014 is notapplicable.
Prior omnibus approval is obtained for Related Party Transactions ("RPTs")which are of a repetitive nature and entered in the ordinary course of business and atarm's length. A statement on RPTs specifying the details of the transactions pursuant toeach omnibus approval granted is placed on a quarterly basis for review by the AuditCommittee.69
The details of contracts and arrangements with related parties if any of your Companyfor the financial year under review are given in notes to the Standalone FinancialStatements which forms part of this Annual Report. The Policy on Related PartyTransactions as approved by the Board is available on your Company's website
Management Discussion & Analysis
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34 (3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
Change in Nature of Business If Any.
There are no changes in the nature of business in the financial year 2019-20.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
Number of Meetings of the Board
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2019-20 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no change in Management of the Company during the year under review.
During the year no change in the composition of the directors.
All Independent Directors 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 (Listing Obligations and Disclosure Requirements) Regulations 2015.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the Companies Act 2013 independent directors shallhold office for a term up to five consecutive years on the board of a company but shallbe eligible 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.
As per requirements of Regulation 25 of SEBI LODR Regulations 2015 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.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.
Details of Directors / KMP appointed and resigned during the year
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. || ||CS ||- ||16th July 2018 |
|2. || || ||- ||16th July 2018 |
|3. || || ||16th July 2018 ||- |
|4. || || ||16th July 2018 ||- |
|5. ||Ms. Puja Verma ||Compliance Officer ||- ||5th July 2018 |
|6. ||Ms. Reshu Agarwal ||Compliance Officer ||5th July 2018 ||- |
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.
Material changes and commitments affecting financial position between the end of theFinancial Year and date of Report There were no material changes and commitmentsaffecting the financial position of the Company from end of the financial year up to thedate of this Report.
Directors Responsibility Statement
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of theprofit/(loss) of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
Business Risk Management
As an NBFC the Company is exposed to credit liquidity and interest rate risk. On theother hand investment in Stock Market both in Quoted and Unquoted Shares have the riskof change in the price and value both in term of up and down and thus can affect theprofitability of the Company.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee underListing Regulations 2015.
Internal Control Systems and their Adequacy
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies of your Company. Based on the report of the Internal Auditorsplaced before the Audit Committee process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. The internal controls have beenreported by the Auditors to be adequate and effective during the year.
Nomination Remuneration and Board Diversity Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company.
Vigil Mechanism / Whistle Blower Policy
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.globalcapitalmarketandinfraltd.com.in
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.
Messrs. Maheshwari & Co. Chartered Accountants Mumbai (FRN - 105834W) wereappointed as Statutory Auditors of the Company for a period of five consecutive years atthe 29th Annual General Meeting (AGM) of the Members held on September 27 2018 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.Their appointment was subject to ratification by the Members at every subsequent AGM heldafter the AGM held on September 27 2018.
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.
There is no audit qualification reservation or adverse remark for the year underreview.
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 (C. P. No. 14023) Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed in this Annual Report as Annexure II.
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s A. K. Das &Co. Chartered Accountants Kolkata (FRN 325204E). The main thrust of internal audit is totest and review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2020 made under the provisionsof Section 92(3) of the Act is attached as Annexure III to this report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 Read with Rules
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
Statutory Information and Other Disclosures
Since the Company is into the business of financing (NBFC activities) and investmentactivities in Shares and Securities; the information regarding Conservation of EnergyTechnology Absorption Adoption and Innovation as defined under section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isreported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure IV' and forms an integral part of this Report. A statement comprisingthe names of top 10 employees in terms of remuneration drawn and every persons employedthroughout the year who were in receipt of remuneration in terms of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure V' and forms an integral part of this annual report. The above Annexure isnot being sent along with this annual report to the members of the Company in line withthe provisions of Section 136 of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the Equity Shares of the Company.
Business Responsibility Report
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchangesthe disclosure of Report under of Regulation 34(2) of the Listing Regulations is notapplicable to the Company for the year under review.
Foreign Exchange Earnings and Outgo
The Company did not earn or used foreign exchange during the year under review.
The Company being a Non-Deposit taking Systemically Important Core Investment Companyhas not accepted any deposits from the public during the financial year under review inaccordance with Section 73 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.
Report on Corporate Governance
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.
Your Directors wish to place on record their appreciation on the contribution made byemployees at all levels but for whose hard work solidarity and support your Company'sachievements would not have been possible. Your Directors also wish to thank thecustomers service providers investors and bankers for their continued support and faithreposed in the Company.
| ||By Order of the Board |
| ||For Global Capital Markets Limited |
| ||Sd/- |
|Place : Kolkata ||I. C. Baid |
|Date : December 4 2020 ||(DIN : 00235263) |
| ||Chairman |