Your Directors have pleasure in presenting their 30th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2019
| || ||Rs. in Lakh |
|Standalone Financial Results ||Year Ended ||Year Ended |
| ||31.03.2019 ||31.03.2018 |
|Sales / Income ||825.07 ||1021.15 |
|Profit / (Loss) before Tax & Extraordinary Items ||(64.97) ||(101.31) |
|Less/(Add) : Provision for Taxation (including Deferred Tax) ||41.44 ||(28.82) |
|Profit/(Loss) after Tax ||(106.42) ||(72.49) |
|Less : Extra-Ordinary Items ||0.00 ||0.00 |
|Profit after Tax & Extra-Ordinary Items ||(106.42) ||(72.49) |
|Add : Profit brought forward from Previous Year ||52.42 ||128.83 |
|Total Profit available for Appropriation ||(54.00) ||56.34 |
|Less : Amount Transferred to Statutory Reserves ||0.00 ||0.00 |
|Less: Amt. transferred to Contingent Provision against Standard Assets ||0.00 ||3.92 |
|Balance carried forward ||(54.00) ||52.42 |
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. YourCompany is one of the RBI registered NBFC and is engaged in the business of finance andinvestments. The Company is carrying trading/investment activities in both Equity and FNOSegment apart from its financing activities.
During the year the gross revenue from operations stood at ` 825.07 lakh in comparisonto last years' revenue of ` 1021.15 lakh. In term of Net Profit/(Loss) after tax the samewas stood at ` (106.42) lakh in comparison to last years' net profit / (Loss) of ` (72.49)lakh. Management of company is continue to have positive outlook for current financialyear however outcome depends entirely on the capital market environment as well asRBI/Govt. policies on NBFC activities.
The Company is operating in single segment i.e. Finance & Investments as notifiedunder Accounting Standard 17 defined by Institute of Chartered Accountants of India. TheCompany is carrying the business of trading and investments in Capital Market and is alsodoing financing activities. Dividend and Reserves In view of losses incurred during theyear your Directors do not propose any dividend for the year under review. In terms ofthe provisions of Regulation 43A of the SEBI Listing Regulations your Company hasformulated and adopted a Dividend Distribution Policy. The said policy is available on thewebsite of the Company viz. www.globalcapitalmarketandinfraltd.com No amount wastransferred to Special Reserve in terms of Section 45-IC of the RBI Act during thefinancial year under review.
The paid up Equity Share Capital as on March 31 2019 was ` 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 312019 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 preparesits financial statements in compliance with the requirements the Companies Act 2013 andthe Generally Accepted Accounting Principles (GAAP) in India. The financial statementshave been prepared on 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 2019.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 financialstatements by the statutory auditors 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 ofyour Company for the financial year under review are given in notes to the StandaloneFinancial Statements 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 2018-19.
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 2018-19 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 Mr. Amitabh Shukla and Mrs. Amrita Baid have resigned from the Boardand in order to fulfil vacancy caused due to the above resignations the Company hasappointed Mr. Mahavir Prasad Saraswat and Mrs. Urmi Bose as Independent Directors of theCompany w.e.f. 16th July 2018. Further the members have approved aboveappointments in the 29th Annual General Meeting held on 27thSeptember 2018. All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Further none of the Directors of the Company are disqualified under sub-section (2)of Section 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 IndependentDirectors of the Company have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of theListing Regulations. In the opinion of the Board the Independent Directors fulfil theconditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b)of the Listing Regulations. The Independent Directors have also confirmed that they havecomplied 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. ||Mr. Amitabh Shukla ||Independent Director ||- ||16th July 2018 |
|2. ||Mrs. Amrita Baid ||Non-Executive Director ||- ||16th July 2018 |
|3. ||Mr. Mahavir Prasad Saraswat ||Independent Director ||16th July 2018 ||- |
|4. ||Mrs. Urmi Bose ||Independent Director ||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 2019the 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 2019 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 compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
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 Asan NBFC the Company is exposed to credit liquidity and interest rate risk. On the otherhand investment in Stock Market both in Quoted and Unquoted Shares have the risk ofchange 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 under ListingRegulations 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. TheInternal Auditors monitor and evaluate the efficacy and adequacy of internal controlsystem in your Company its compliance with operating systems accounting procedures andpolicies of your Company. Based on the report of the Internal Auditors placed before theAudit Committee process owners undertake corrective action in their respective areas andthereby strengthen the controls. The internal controls have been reported by the Auditorsto 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
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 2018on 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 27 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. There is no audit qualification reservation or adverseremark for the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Kriti Daga (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 ofDirectors actively reviews the adequacy and effectiveness of the internal control systemsand suggests improvements to strengthen the same. The Company has a robust ManagementInformation System which is an integral part of the control mechanism. The AuditCommittee of the Board of Directors Statutory Auditors and the Business Heads areperiodically apprised of the internal audit findings and corrective actions taken. Auditplays a key role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction 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 2019 made under theprovisions of 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 ofSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013read with Rules thereunder the Company has not received any complaint of sexualharassment 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 theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure IV' and forms an integral part of this Report. Astatement comprising the names of top 10 employees in terms of remuneration drawn andevery persons employed throughout the year who were in receipt of remuneration in termsof Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure V' and forms an integral part of this annualreport. The above Annexure is not being sent along with this annual report to the membersof the Company in line with the provisions of Section 136 of the Act. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before and up to the date ofthe ensuing Annual General Meeting 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 the customers service providers investors and bankersfor their continued support and faith reposed in the Company.
| ||By Order of the Board |
| ||For Global Capital Markets Limited |
|Place : Kolkata ||I. C. Baid |
|Date : May 22 2019 ||(DIN : 00235263) |
| ||Chairman |
DETAILS OF RELATED PARTY TRANSACTIONS
A. (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)of the Companies (Accounts) Rules 2014)
All related party transactions entered during the year were in ordinary course ofbusiness and on arm's length basis and the same have been disclosed under Note No. 2.19 ofthe Notes to Financial Statements. No material related party transactions arising fromcontracts/ arrangements with related parties referred to in the Section 188(1) of theCompanies Act 2013 were entered during the year by the Company. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
B. Disclosures pursuant to Regulation 34(3) & 53(f) and Para A of Schedule V ofSEBI (LODR) Regulations 2015
|Sl. No. ||In the Account of Holding ||Disclosures of amount at the year end and the maximum amount of || |
| || ||loans/advances/Investments outstanding during the year. || |
|1. ||Company ||Loans and advances in the nature of loans to subsidiaries by name and amount || |
| || ||Loans and advances in the nature of loans to associates by name and amount || |
| || ||Loans and advances in the nature of loans to Firms/Companies in which directors are interested by name and amount ||Not Applicable |
|2. ||Subsidiary ||Loans and advances in the nature of loans to subsidiaries by name and amount || |
| || ||Loans and advances in the nature of loans to associates by name and amount || |
| || ||Loans and advances in the nature of loans to Firms/Companies in which directors are interested by name and amount || |
|3. ||Holding Company ||Investment by the loanee in the shares of parent Company and subsidiary Company has made a loan or advance in the nature of loan. || |
| ||By Order of the Board |
| ||For Global Capital Markets Limited |
|Place : Kolkata ||I. C. Baid |
|Date : May 22 2019 ||(DIN : 00235263) |
| ||Chairman |
Disclosure as required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
1. Ratio of the remuneration of each Director and Key Managerial Personnel (KMP) to themedian remuneration of the employees of the Company and percentage increase inremuneration of the Directors and KMPs in the Financial Year.
|Sr. No. ||Name of Director / KMP ||Designation ||Increase (%) ||Ratios of Remuneration of each Director & KMP to Median Remuneration of Employees |
|1. ||I. C. Baid ||Chairman & CEO ||- ||4:1 |
|2. ||Amrita Baid ||Non-Executive Director ||- ||- |
|3. ||Amitabh Shukla ||Independent Director ||- ||- |
|4. ||Laxmi Narayan Sharma ||Independent Director ||- ||- |
|5. ||Mahavir Prasad Saraswat ||Independent Director ||- ||- |
|6. ||Urmi Bose ||Independent Director ||- ||- |
|7. ||Sanjay Mishra ||CFO ||10% ||2:1 |
|8. ||Puja Verma ||Company Secretary & Compliance Officer ||- ||2:1 |
|9. ||Reshu Agarwal ||Company Secretary & Compliance Officer ||- ||2:1 |
2. No. of permanent employees on the rolls of the Company as on 31 March 2019 10
3. The average increase in median remuneration of the employees other than managerialpersonnel was 7.5% as compared to the increase in the managerial remuneration by 0% forthis year. The salary increases are based on external benchmarking internal paritycompany performance and individual performance.