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Directors Report of GCM Capital Advisors Ltd.

Mar 31, 2015

Dear Members,

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 31.03.2015 31.03.2014

Sales / Revenue from Operations 117.31 1537.11

9.89 58.33

Less : Provision for Taxation 7.49 18.22 (including Deferred Tax) 2.40 40.11

40.11 -

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 Reserve.

SHARE CAPITAL

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.

SUBSIDIARY COMPANY

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' Report.

MANAGEMENT

There was no change in Management of the Company during the year under review.

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 Company.

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.

INDEPENDENT DIRECTORS

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 Company.

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 - Roychowdhury

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

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 basis.

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.

INFORMATION TECHNOLOGY

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 appropriate.

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 activities.

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.

AUDITORS

Statutory Auditors

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.

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 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.

Internal Auditors

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

PUBLIC DEPOSITS

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.

APPRECIATION

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


Mar 31, 2014

Dear members,

The Directors are pleased to present the 1st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lac)

Year Ended Year Ended Particulars 31.03.2014 31.03.2013

Sales / Income from Operations 1537.11 -

Profit before Tax & extraordinary item 58.33 -

Less : Provision for Taxation 18.22 -

Profit after Tax 40.11 - Add : Profit brought forward from Previous Year - -

Balance carried forward 40.11 -

The Company was incorporated in May, 2013. The company is a diversified financial services company mainly engaged in the business of providing financial advisory & consultancy services and engaged in treasury operations by providing funding solutions to the clients, both in the form of Debt & Equity and investment activities.

The Company also provides integrated solutions to the clients which includes managing crucial aspects like corporate finance, working capital finance, project finance and financial restructuring to corporate and are primarily focused on small and mid sizes enterprises (SMEs).

As a part of the treasury operations, the Company is also engaged in making investment in the form of Debt & Equity in various companies and are not bound by pre-defined restrictions in regards to search for investment opportunities. Also the company invests in companies in a variety of markets and stages. The management approach can take the form either of driving change or partnership with existing owners.

During the year under review, the Company posted annual income of Rs. 1537.11 lacs. The Profit before Tax was Rs. 58.33 lacs and Profit after Tax registered to Rs. 40.11 lacs.

The Company also funds the requirements of the clients and business associates by providing short term loans and advances to them and earning interest income from the same.

DIVIDEND

Your Directors do not declare any dividend for the financial year 2013-14

CHANGES IN CAPITAL STRUCTURE

During the year, the Company was incorporated with an Authorised Share Capital of Rs. 50,00,000/- and has increased the same to Rs. 180, 000,000/-. The issued, subscribed and paid-up equity share capital increased from Rs. 6,00,000/- to Rs. 169,400,000/- of the face value of Rs. 10/- each pursuant to the preferential allotment made during the year.

REGISTERED OFFICE

During the year, the Registered Office of the Company shifted from 805, Raheja Centre, 214, Free Press Journal Marg,Nariman Point,Mumbai - 400 021 to 505, Raheja Centre, 214, Free Press Journal Marg,Nariman Point,Mumbai - 400 021.

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.

The Company was listed on BSE SME segment with effect from May 20, 2014.

DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (the ''Act''), the Board proposes to appoint Mr. Alok Kumar Das and Mr. Mitesh Mehta, existing Independent Directors as Non- Executive Directors of the Company for a term of 5 consecutive years with effect from April 1 , 201 4 to March 31 , 201 9 subject to approval of members at the ensuing Annual General Meeting of the Company. These Directors shall not be liable to retire by rotation.

Further, Mr. Inder Chand Baid resigned from the directorship of the Company w.e.f. March 13, 2014 due to his personal commitments.

In accordance with the requirements of the Companies Act, 2013 and as per the provisions of Articles of Association of the Company, Mr. Samir Baid is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, the designation of Mr. Samir Baid is changed from Executive Director to Non-Executive Director of the Company.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s. Maheshwari and Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office upto the conclusion of ensuing Annual General Meeting. It is proposed to appoint M/s. Maheshwari and Co. as Statutory Auditors to hold office for a term of five years i.e. from conclusion of First Annual General Meeting till the conclusion of Fifth Annual General Meeting of the company (subject to ratification by Members at every Annual General Meeting.)

M/s. Maheshwari and Co. have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 140 of the Companies Act, 2013.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, 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 basis.

INFORMATION TECHNOLOGY

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 contacts with best IT solution Companies to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars which are required under Section 217 (e) of the Companies Act, 1956, are not applicable to the Company. Company''s earning in Foreign Exchange are to the tune of NIL and outgoings are NIL.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rules there under.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 52 of the SME Listing Agreement, a Report on Corporate Governance and Management Discussion and Analysis for the year under review is given under a separate section and forms part of the Annual Report.

ACKNOWLEDGMENTS

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.

By order of the Board For GCM CAPITAL ADVISORS LIMITED

Place: Mumbai Date: August 20, 2014 Manish Baid Managing Director Registered Office: 505, Raheja Centre, 214, Free Press Journal Marg, Nariman Point, Mumbai- 400 021

 
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