The Directors have pleasure in presenting the 2nd Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2015.
Financial Results Year Ended Year Ended
Sales / Revenue from Operations 117.31 1537.11
Less : Provision for Taxation 7.49 18.22
(including Deferred Tax)
Balance carried forward 42.51 40.11
OVERVIEW OF ECONOMY
A more robust economic performance than was earlier indicated emerges
from revised data based on an updated base year, wider coverage of
goods and services, and the inclusion of tax data to estimate economic
activity. Real growth in India was previously estimated as a change in
volume, but the new series estimates value added at each stage.
The government''s initial estimates for Fiscal Year 2014 (ending 31
March 2015) shows that economic growth accelerated to 7.4%. Agriculture
growth slipped to 1.1% in FY2014 largely because the monsoon was
erratic, particularly affecting the summer crop. The production of food
grains has contracted by 3.2% from FY2013.
After growing by 4.5% in FY2013, industry accelerated to 5.9% in
FY2014, helped by a 6.8% expansion in manufacturing. These estimates
may be a tad optimistic, however, as they assume manufacturing
indicate a more modest upturn. The production of capital goods expanded
after 3 years in the red. However, consumer durables continued to
decline. Improved coal production helped double the growth of
electricity generation over the previous year''s rate.
OVERALL PERFORMANCE & OUTLOOK
During the year, the Company has not carried any trade in Securities
Market and the same has impacted from interest on ICDs.
Gross revenue from Operations during the year stood at Rs. of Rs. Rs.
2.40 Lac in comparison to last years'' net Rs. 40.10 Lac.
IPOs in both normal and SME segment have been fallen during the year
and such happenings can impact
DIVIDEND AND RESERVES
not recommends any Dividend for the year under review.
During the year under review, nil amount was transferred to General
The paid up Equity Share Capital as on March 31, 2015 was Rs. 16.94
Crore. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity. As on March 31, 2015, Apart from Mr. Manish Baid, Mr. Inder
Chand Baid, Mr. Samir Baid and Mrs. Saroj Baid, who are holding 5,000
Shares or 0.03% of Paid-up Capital each, none of others Directors,
Directors'' Relatives and/or Key Managerial Person of the Company holds
shares or convertible instruments of the Company.
LISTING ON SME PLATFORM
During the year, the Company came out with an Initial Public Offering
(IPO) of 45,00,000 Equity Shares of the face value of Rs. 10/- each, at
a premium of Rs. 10/- per Equity Share, aggregating to Rs. 900.00 Lacs
on the SME Platform of BSE Limited in the month May, 2014.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the
requirements the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to the financial statements are made on a prudent basis, so as
to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company''s state of affairs,
profits/(loss) and cash flows for the year ended 31st March 2015.
The Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements
by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth
exceeds 20% of the consolidated net worth of the holding company in the
immediately preceding accounting year or has generated 20% of the
consolidated income of the Company during the previous financial year.
Accordingly, a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the
Companies Act, 2013 and Clause 52 of the SME Listing Agreement during
the financial year were in the ordinary course of business and on an
arm''s length pricing basis and do not attract the provisions of Section
188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not
required. There were no materially significant transactions with
related parties during the financial year which were in conflict with
the interest of the Company. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial
Statements. The policy on Related Party Transactions as approved by the
Board is uploaded on the Company''s website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 52 of SME of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
There was no change in Management of the Company during the year under
DIRECTORS & KMP
There is no change in composition of Board during the year under review
However, during interim period i.e. between 1st April 2015 to 28th
April 2015, Mr. Manish Baid, Managing Director of the Company and Mr.
Alok Kr. Das, Independent Director of the Company have resigned from
Board w.e.f. 25th April 2015 and 18th April 2015 respectively due to
their personal reasons. Your Directors wish to place on record their
appreciation for the guidance and inputs provided by both Mr. Manish
Baid and Mr. Alok Kr. Das during their tenure Directors of your
Further, the Board has appointed Mr. Samir Baid as Managing Director of
the Company in place of Mr. Manish Baid.
Further, Mr. Laxmi Narayan Sharma has been appointed as Additional
Director (Independent) w.e.f. 18th April 2015 to fill the casual
vacancy caused due to the resignation of Mr. Alok Kr. Das as well as to
comply with Clause 52 of SME Listing Agreement of SME Segment.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
Mr. Supratim Roychowdhury has been appointed as Chief Financial Officer
(CFO) w.e.f. 30th September 2014.
Ms. Komal Gada has resigned as Company Secretary & Compliance Officer
w.e.f. 13th May 2015.
Mr. Gaurav Mody Appointed as Company Secretary & Compliance Officer in
place of Ms. Komal Gada w.e.f 20th May 2015.
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re-appointment for another term
up to five years on passing of a special resolution by the company and
disclosure of such appointment in Board''s Report. Further Section 152
of the Act provides that the independent directors shall not be liable
to retire by rotation in the Annual General Meeting (''AGM'') of the
As per Revised Clause 52 of the SME Listing Agreement (applicable from
October 1, 2014), any person who has already served as independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Sl. Name Designation Date of Date of
No. Appointment Resignation
1. Mr. Supratim CFO 30th Sept. 2014 -
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of Financial Year and
date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2015, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. The Directors had prepared the annual accounts on a going concern
5. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
6. Systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
Your Company believes that in addition to progressive thought, it is
imperative to invest in information and technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has tie-ups with an IT solution Company
to harness and tap the latest and the best of technology in the world
and deploy/absorb technology wherever feasible, relevant and
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 52 of the SME Listing Agreement,
the Company has constituted a Business Risk Management Committee. The
details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board''s Report.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company''s competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business segments viz. Finance and Capital Market
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defined in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the
report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As required under Rule 7 of The Companies (Meetings of Board and its
Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk
Management Policy (FRM) to deal with instance of fraud and
mismanagement, if any. The detail of the FRM Policy is explained in the
Corporate Governance Report.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
The Auditors M/s Maheshwari & Co., Chartered Accountants, Mumbai who
are Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company from the conclusion
of the 2nd Annual General Meeting up to the conclusion of the 5th
consecutive Annual General Meeting (subject to ratification by the
members at every subsequent AGM). As required under the provisions of
Section 139 & 142 of the Companies Act, 2013 the Company has obtained
written confirmation from M/s. Maheshwari & Co. that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
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 has appointed Ms. Khushboo Goenka,
Company Secretary in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit Report is annexed
elsewhere in this Annual Report.
The Company has appointed M/s. Jaiswal Akash & Co., Chartered
Accountants, Kolkata (FRN 328324E), as Internal Auditors of the Company
for the current financial year.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9, as required under section 92 of the Companies Act, 2013 is
annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars which is
available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company up to the
date of the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013
Since the Company is into the Business of Investee /trader into Shares
and Securities; the information regarding conservation of energy,
Technology Absorption, Adoption and innovation, under section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review
During the year under review, your Company has not accepted any deposit
from the public falling within the ambit of Section 73 of the Companies
Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 2013 and the Listing Agreement with the BSE
Limited. Pursuant to Clause 52 of SME of the Listing Agreement, a
Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Place: Mumbai By order of the Board
Date: May 27, 2015 For GCM CAPITAL ADVISORS LIMITED
Registered Office :
505, 5th Floor, Raheja Centre SAMIR BAID
214, Free Press Journal Marg (DIN : 00243521)
Nariman Point, Mumbai-400 021 Managing Director