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Directors Report of GCM Securities Ltd.

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2016.

(Rs.in Lac)

Particulars

For the Year ended on 31.03.2016

For the Year ended on 31.03.2015

Operating Income

169.71

192.50

Other Income

111.19

139.40

Total Income

280.90

331.90

Total Expenditure

266.97

195.71

Profit/{Loss) before taxation

13.93

136.19

Tax Expenses

4.58

29.07

Profit/{Loss) after Taxation

9.35

107.12

Balance carried forward to Balance Sheet

9.35

107.12

OVERALL PERFORMANCE & OUTLOOK

Your Company is one of the SEBI registered Stock Broker and is a registered Corporate Member of the National Stock Exchange of India Limited (NSE) and of the BSE Limited (BSE) in the Capital Market Segment and Future & Option.

Gross revenue for the year was 280.90 Lac in comparison to last year’s* figure of Rs. 331.90 Lac. The Company has registered a gross profit of Rs. 13.93 Lac in comparison to last year’s figure of Rs. 136.19 Lac. In terms of Net Profit, the same was of Rs. 9.35 Lac in comparison to last years'' net Profit ofRs. 107.12 Lac.

Outlook for current financial year looks challenging due to the steep competition in broking business, increasing cost and regular changes in rules and guidelines and perceptible expenditure made on account of new purchase of Stock . Even the continuous fall in trading volume impacted the profitability of the Company.

The Company follows the Rules, Regulations and Guidelines framed by SEBI / Stock Exchanges while carrying activities in Stock Market, both in term of Clientele business and its own investments.

DIVIDEND AND RESERVES

Due to inadequate profit during the year and in order to conserve resources for future, your 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, 2016 was Rs. 18.9960 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

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, pro fits/(loss) and cash flows for the year ended 31st March 2016.

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification the company & its subsidiary would adopt Ind AS for the accounting period beginning April 1, 2016

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 audirs for the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed in this Annual Report as Annexure I.

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 Subsidiary within the meaning of section 2(87) of the Companies Act 2013 .However your Company have Associate Companies which is detailed in AOC-1 (Part —B) and no Joint Venture which is covered under Section 2(6) of the Companies Act 2013 (“Act”)

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by die Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large and hence do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is annexed and forms part of the Directors* Report as Annexed as n.

MANAGEMENT

There was no change in Management of the Company during the year under review. Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

MEETINGS:

During the year 2015-16 Five meetings of the Board of Directors were held and the gap between two such meetings does not exceeds 120 days. Meetings were held on 28th May»20l5,17th October*2015,9th November,2015,03rd December ,201 Sand 10th February 2016.

Attendance of the Directors at the Board meetings

Sl.NTO

Name

Designation

Meetings attended

1.

Mr.Inder Chand Baid

Chairman

5

2.

Mr.Manish Baid

Managing Director

5

3.

Mr.Samir Baid

Non —Executive Director

5

4.

Mr.Laxmi Narayan Sharma

Independent Director

5

5.

Mr Ami tab h Shukla

Independent Director

5

6.

Mrs. Urmi Bose

Independent Director

5

AUDIT COMMITTEE:

In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015, there were no occasions during the year where the Board of Directors did not accept the recommendations of the Audit Committee.

During the year 2015-16 Four meetings of the Audit Committee were held on 28th May,2015,1 7th October,2015, 09th November 2015 and 10th February 2016.

Attendance of the Audit Committee meetings

Sl. NO

Name

Designation

Position

Meetings attended

1.

Mr.Inder Chand Baid

Director

Member

4

2.

Mr.Amitabh Shukla

Independent Director

Chairman

4

3.

Mr.Laxmi Narayan Sharma

Independent Director

Member

4

NOMINATION AND REMUNERATION COMMITTEE:

In compliance with Section 178 (4) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee consisting of 2 Independent Directors and one Non-Executive Director.

The said Committee lays down the Policy on Remuneration stating therein the positive attributes required for the Managing Director* Independent Directors and Key Managerial Personnel. The said policy also states the modus operandi for determining the remuneration to the above said personnel. The Remuneration Policy of the Company can be viewed on the Company''s website www.gcmseeuritiesltd.com.

During the year 2015-16 two meetings of the Nomination & Remuneration Committee were held on 17™ October, 2015 and on 10th February 2016.

Attendance of the Nomination & Remuneration Committee meetings

SL NO

Name

Designation

Position

Meetings attended

1.

Mr.Manish Baid

Managing Director

Member

2

2.

Mr. Lax mi N aray an Sharma

Independent Director

Chairman

2

3.

Mr.Amitabh Shukla

Independent Director

Member

2

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

In compliance with Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders Relationship Committee consisting of two Independent Directors, one Non-executive Director and die Managing Director. During the year 2015-16 three meetings of the Stakeholders Relationship Committee. Meetings were held on 13th May, 2015, 20th May,2015 and on 02nd February , 2016.

Attendance of the Stakeholders Relationship Committee meetings.

SL NO

Name

Designation

Position

Meetings attended

1.

Mr.Manish Baid

Managing Director

Member

2

2.

Mr.Laxmi Narayan Sharm

Independent Director

Member

2

3.

Mr. Amitabh Shukla

Independent Director

Chairman

2

REMUNERATION POLICY:

The Board has* on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the www.gcmsecuritiesltd.com.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR:

The Company is required to conduct the Familiarization Programme for Independent Directors pursuant to SEBI (LODR) Regulation 2015 , to familiarize them about the Company and their roles, rights, responsibilities in the Company, The details of such Familiarization Programme for directors may be referred to, at the website of the Company www.gcmsecuriticsltd.coni.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBT (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and die Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of the Companies Act 2013 relating to CSR activities are not applicable to the Company.

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 function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Whole Time Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. 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 recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act.

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 2016, 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 section 134 (3) (n) of the Companies Act, 2013 , The Company has a robust Business Risk Management (BRJNI) 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.

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.

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 Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata 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 20th Annual General Meeting up to the conclusion of the 24th 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. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

The Auditors1 Report to the Member together with Accounts for the year ended 31st March, 2016 and the observations of the Auditors as referred in their report are suitably explained in the notes to accounts and therefore do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

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 M/s.AX.Associates ,Ms.Priti Lakhotia (Partner) M.No-21970 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 & does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has appointed M/s. Baid Ray & Associates.* Chartered Accountants* Kolkata (CP NO: 055737), as Internal Auditors of the Company for the current financial year.

PARTICULARS OF EMPLOYEES

Details of remuneration paid to employees as required by Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable, since the Company has not employed any person drawing salary of more than Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

The full Annual Report including the aforesaid information is being sent to all shareholders of the Company through the prescribed mode and is available on the Company’s website.

PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Since the Company is into the Business of Share Broking as well as an 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.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal

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

As per SEBI circular no: SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2015 No. SEBI/LAD-NRO/GN/2015-16/013 dated September 2, 2015, Company paid up capital is less than Rs.10 Crores and Net Worth is also less than Rs. 25 Crores Or Company Listed On SME Platform Company was not required to comply with the norms of the Corporate Governance.

Since, the Company was listed on SME Exchange Only as on Financial Year ending 31st March, 2016, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.

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: Kolkata By order of the Board

Date: May 30, 2016 For GCM SECURITIES LIMITED

Registered Office : INDKR CHAND BATD

3B, Lai Bazar Street, Sir R N M House (DIN : 00235263)

5th Floor, Kolkata 700001, West Bengal Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

(Rs. in Lac)

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Sales / Income from Operations 331.90 1319.76

136.18 10.75

Less : Provision for Taxation 29.06 1.47 (including Differed Tax) 107.12 928

55.63 46.35

Less : Extra-Ordinary Items 2.30 0.00

Less : Payment Dividend & Tax thereon 91.54 -

Balance carried forward 68.91 55.63

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) show 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 contracted by 3.2% in comparison to 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

Your Company is one of the SEBI registered Stock Broker and is a registered Corporate Member of the National Stock Exchange of India Limited (NSE) and of the BSE Limited (BSE) in the Capital Market Segment and Future & Option.

on BSE.

Gross revenue for the year was Rs. Rs. 1319.76 Lac. The

Rs. Rs. 10.75 Lac.

Rs. Rs. 9.28 Lac.

Outlook for current financial year looks challenging due to the steep competition in broking business, increasing cost and regular changes in rules and guidelines and continuous up-gradation of I.T. technology as well as increasing requirements of skilled employees. Even the continuous fall in trading volume can impact the profitability of the Company.

The Company follows the Rules, Regulations and Guidelines framed by SEBI / Stock Exchanges while carrying activities in Stock Market, both in term of Clientele business and its own investments.

DIVIDEND AND RESERVES

Due to inadequate profit during the year and in order to conserve resources for future, your 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, 2015 was Rs. 18.9960 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, who is holding 136.48 Lac Shares or 7.185% of Paid-up Capital, Mr. I. C. Baid, who is holding 94.83 Lac Shares or 4.99% of Paid-up Capital, Mr. Samir Baid, who is holding 134.75 Lac Shares or 7.094% of Paid-up Capital, none of others Directors and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company.

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

During the year, Mr. Ashok Bothra, Independent Director of the Company has resigned from Board w.e.f. 4th December 2014 due to his personal reasons. Your Directors wish to place on record appreciation for the guidance and inputs provided by Mr. Ashok Bothra during their tenure as an Independent Director of your Company.

Further, Mr. Laxmi Narayan Sharma has been appointed as Additional Director (Independent) to fill the casual vacancy caused due to the resignation of Mr. Ashok Bothra as well as to comply with Clause 52 of SME Listing Agreement of SME Segment.

Further, Mrs. Urmi Bose has been appointed as Additional Director (Independent) w.e.f. 28 th March 2015 in compliance with Section 149(1) of Companies Act, 2013 as well as Clause 52 of Listing Agreement.

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

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.

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.

AUDITOTRS

Statutory Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata 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 20th Annual General Meeting up to the conclusion of the 24th 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. Bharat D. Sarawgee & 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 Goneka, 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, Kokata (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 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 Share Broking as well as an 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: Kolkata By order of the Board Date: May 28, 2015 For GCM SECuRITIES LIMITED

Registered Office : INDER CHAND BAID 3B, Lal Bazar Street, Sir R N M House (DIN : 00235263) 5th Floor, Kolkata 700001, West Bengal Chairman


Mar 31, 2014

To The Members,

The Directors have pleasure in presentng the 19th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

(Rs. in Lac) Year Ended Year Ended Financial Results 31.03.2014 31.03.2013

Sales / Income from Operatons 1319.76 599.90

Profit before Tax & extraordinary item 10.75 22.91

Less : Provision for Taxaton (including Difered Tax) 1.47 5.22

Profit afer Tax 9.28 17.69

Add : Profit brought forward from Previous Year 46.35 28.66

Balance carried forward 55.63 46.35

OVERVIEW OF ECONOMY

The Financial Year 2013-14 remained extremely challenging for the entre year for the Indian Economy from the previous fiscal year and ended with positve expectatons over the electons scenario. Overall sentments weighed heavily on actvity levels in the securites markets.

The overall macroeconomic context was dominated by slow growth, contracton in industrial producton, high and persistent infaton, significant INR depreciaton, high structural current account defcit, vulnerable external balances and poor fiscal management. Amidst several fundamental imbalances on the fiscal and financial side, the steep run up in benchmark indices marked a paradox.

The Company being a player in the financial market, the performance of the Company largely depends on the Natonal and Global Capital Markets. The high volatlity in the market along with higher infaton has intensifed the competton.

The fragmented nature of the industry, coupled with increasing competton from large players in the retail and insttutonal broking side is likely to exert pressure on broking houses, hence the ability to maintain market share, margins and consequently, return ratos stands as a big queston mark.

With the formaton of a new Government, the hopes are indeed high that the Reforms agenda will be placed on a fast-track once again and the growth days will be visited again.

OVERALL PERFORMANCE & OUTLOOK

The Company is a Corporate Member of the Natonal Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange (BSE) in the Capital Market Segment and Future & Option.

As a part of the overall risk management strategy, the Company consistently insures its assets and generally follows a conservatve financial profle by following prudent business practces.

In spite of sluggishness in economy and lack of partcipaton by HNIs and Retails Investors in

Capital Market, Sales / Gross Income from Operatons stood at Rs. 1319.76 Lac in comparison to last years'' fgure of Rs. 599.90 Lac. In term of Net Profit, the same was of Rs. 9.28 Lac in comparison to last years'' net Profit of Rs. 17.69 Lac.

The Company faces normal business challenges of market competton in its business and needs to contnuously seek atractve growth opportunites. The Company adopts suitable business strategies to counter these challenges.

The Company follows all the rules and regulatons of the respectve exchange for depository / SEBI.

DIVIDEND

Due to inadequate Profit during the year and in order to conserve resources for future, your Directors do not recommends any Dividend for the year under review.

LISTING ON SME PLATFORM

The Directors are pleased to inform you that the Company''s Equity Shares have now been listed on the SME Platorm of BSE Limited on April 5, 2013.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 52 of SME of Listng 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

There is no change in compositon of Board during the Financial Year under review.

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

The Board recommends the appointment of Mr. Samir Baid pursuant to the applicable provisions of the Act. The Resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the notice for convening the Annual General Meetng.

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

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 retre by rotation in the Annual General Meetng (''AGM'') of the Company.

As per Revised Clause 52 of the Listng 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 completon of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparaton of the annual accounts, for the year ended 31st March 2014, all the applicable accountng standards prescribed by the Insttute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs 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 sufcient care for the maintenance of adequate accountng records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites; and

4. The Directors had prepared the annual accounts on a going concern basis.

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 securites. In view of current line of business, requirements regarding and disclosures of Partculars of conversaton of energy and technology absorpton prescribed by rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in additon to progressive thought, it is imperatve to invest in informaton and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has te-ups with an IT soluton Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

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 opportunites. We invest in and encourage contnuous innovaton. During the year under review, expenditure on research and development is not significant in relation to the nature size of operatons of your Company.

AUDITORS

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office untl the conclusion of ensuing Annual General Meetng and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 19th Annual General Meetng up to the conclusion of the 24th consecutive Annual General Meetng (subject to ratfication 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 writen confirmaton from M/s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

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 explanaton as required under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operatons. It is a mater of great satsfacton for our Company that our employees have been very supportve of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

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

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is into the business of broking actvites in Securites Market, is also doing Investment actvites in Shares & Securites and is parking its additonal fund with Banks apart from requirement of payment to Stock Exchanges i.e. NSE & BSE, by way of Fixed Deposits, the informaton regarding conservaton of energy, Technology Absorpton, AdOption and innovaton, the informaton required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of partculars in the Report of Board of Directors) Rules 1988, 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 deposits from the public within the meaning of Section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listng Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 52 of SME of the Listng

Agreement, a Report on the Corporate Governance and the Auditors Certfcate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciaton towards the contributon of all the employees of the Company and their grattude to the Company''s valued customers, bankers, vendors and members for their contnued support and confdence in the Company.

Place: Kolkata By order of the Board Date: May 28, 2014 For GCM SECURITIES LIMITED

Registered office : 3B, Lal Bazar Street, Sir R N M House INDER CHAND BAID 5th Floor, Kolkata 700001, West Bengal (DIN : 00235263) CIN: L67120WB1995PLC071337 Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs.in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Income 129.61 72.77

Profit before Ta x & extraordinary item 22.91 31.90

Less : Provision for Taxation (including Differed Tax) 5.22 9.76

Profit after Tax 17.69 22.14

Add : Profit brought forward from Previous Year 28.66 6.52

Balance carried forward 46.35 28.66

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013.

In spite of sluggishness in economy and lack of participation by HNIs and Retails Investors in Capital Market, Gross Income from Operations stood at Rs. 129.61 Lac in comparison to last years'' figure of Rs. 72.77 Lac. In term of Net Profit, the same was of Rs. 17.69 Lac in comparison to last years'' net Profit of Rs. 22.14 Lac.

The company is hopeful of doing better in coming years and thus will be able to deliver to investors once Capital Market becomes steady and participation of HNIs and Retails Investors start to contribute in the revenue of Company.

DIVIDEND

Due to inadequate profit during the year and in order to conserve resources for future, your Directors do not recommends any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 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

During the year, Mr. Ashok Bothra, Mr. Amitabh Shukla and Mr. Alok Kr. Das have joined the Board as Independent Directors to broad base the Board of Directors.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Samir Baid is liable to retire after conclusion of forthcoming Annual General Meeting and is eligible, offers themselves for re-appointments in the forthcoming Annual General Meeting.

Except Mr. Inderchand Baid and Mr. Manish Baid, family members of Mr. Samir Baid and Mr. Manish Baid himself, none other Directors are interested in their respective re-appointments.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, 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.

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 investments in shares and securities. In view of current line of business, requirements regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

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.

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

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors u/s 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

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.

PARTICULARS OF EMPLOYEES

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.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is into the business of broking activities in Securities Market, is also doing Investment activities in Shares & Securities and is parking its additional fund with Banks apart from requirement of payment to Stock Exchanges i.e. NSE & BSE, by way of Fixed Deposits, the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, 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 deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 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.

Kolkata, May 30, 2013 By order of the Board For GCM SECURITIES LIMITED

Registered Office :

3B, Lal Bazar Street,

Sir R N M House Inderchand Baid

5th Floor, Kolkata 700001, West Bengal Chairman

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