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Directors Report of Global Capital Markets Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2015

Rs. in Lac

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Sales / Income 275.67 269.32

Profit before Tax & Extraordinary Items 10.92 18.52

Less : Provision for Taxation (including Deferred Tax) (0.32) 6.81

ProfitafterTax 11.24 11.72

Add : Profit brought forward from Previous Year 174.10 168.21

Total Profit available for Appropriation 185.34 179.93

Less : Amount Transferred to Statutory Reserves 2.25 2.34

Less: Amt. transferred to Contingent Provision against Standard Assets 2.94 3.49

Balance carried forward 180.15 174.10

Overview of Economy

Growth picked up in 2014, inflation markedly declined, and the external position was comfortable, helped by positive policies and lower global oil prices. The outlook for India is for economic strengthening through higher infrastructure spending, increased fiscal devolution to states, and continued reform to financial and monetary policy.

GDP grew by 7.5% year on year in the third quarter of fiscal year 2014-15 (April-March). Advance estimates for the year put growth at 7.4%, higher than the outturn of 6.9% in 2013-14; stronger growth is associated with revisions to GDP methodology and a change in the base year to 2011-12. The BJP government's first full-year budget, for 2015-16, envisions a boost to infrastructure spending, an improved business environment and a wider social security net, but details of the plans are missing. The government underscored its intention to move steadily to tackle politically difficult structural issues that have stalled investment and limited economic performance in recent years.

Overall Performance & Outlook

The Main Objects of the Company being financing and investment activities, complies with the entire requirement to continue to qualify as a Non Banking Finance Company (NBFC).

During the year, gross revenue from operations remained at ' 275.67 Lac in comparison to last years' figure of Rs. 269.32 Lac. In term of Net Profit, the same was of Rs. 11.24 Lac in comparison to last years' net profit of Rs. 11.72 Lac.

The Operations of the Company were almost in line with the previous years' performance, both in term of Revenue and Net Income.

In term of outlook, the Capital Market was recovered a bit during the year but rally was seen in selected stocks only. The increasing volatility and decreasing turnover was not a good sign at all for the healthy run up of stock market. Your Company feels that these adverse market conditions can impact the profitability of the Company for current financial year but financial activities of the company will grow in current financial year.

Dividend and Reserves

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

During the year under review, sum of Rs. 2.25 Lac have been transferred to Statutory Reserves and Rs. 2.94 Lac have been transferred to Contingent Provision against Standard Assets as per RBI guidelines, as your Company is one of the RBI registered NBFC.

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 24.8935 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, Except Mr. I. C. Baid, Chairman, none of the Directors and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company. Mr. I. C. Baid is holding 10,81,477 Equity Shares or 4.34% of Paid-up Capital in his own name and his relatives are holding 52,000 Equity Shares or 0.45% of Paid-up Capital.

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 & 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 49 of the 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 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

Management

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

Directors

During the period under review, Mr. Alok Kumar Das, Independent Director of the Company, has resigned from the Board w.e.f. 18th April 2015 due to his personal commitments.

Further, Ms. Amrita Baid has been appointed as Non-Executive Non-Independent Directors of the Company w.e.f. 27th March 2015 to broad base the board as well as to fulfill the requirement of appointment of Women Director.

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 49 of the 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 No.

1. Ms. Amrita Baid Non Executive Director

2. Ms. Puja Verma Company Secretary

3. Mr. Sanjay Mishra CFO

Sl. Name Date of Date of No. Appointment Resignation

1. Ms. Amrita Baid 27th March 2015 -

2. Ms. Puja Verma 18th Sept 2014 -

3. Mr. Sanjay Mishra 30th Sept 2014 -

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 year;

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 ongoing 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 49 of the 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 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 26th Annual General Meeting up to the conclusion of the 30th 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. Khusboo Goenka (C. P. No. 8172), Company Secretaries 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

Your Company is one of the RBI registered NBFC and into the business of financing 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.

Delisting of Securities from Ahmedabad Stock Exchange Ltd. (ASE)

During the year, the Company has opted to de-list its securities from Ahmedabad Stock Exchange due to lack of turnover and volatility on the exchange, absence of liquidity in the scrip as well as almost Nil volume during the last few years. However, Equity Shares of Company will continue to list on remaining Exchange i.e. on BSE Ltd. (BSE) and Calcutta Stock Exchange Association Ltd. (CSE).

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 Stock Exchanges. 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.

Appreciations

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company's achievements would not have been possible. Your Directors also wish to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board For Global Capital Market & Infrastructures Limited

I. C. Baid Place : Kolkata (DIN : 00235263) Date : May 29 2015 Chairman


Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014

(Rs. in Lac)

Financial Results Year Ended Year Ended 31.03.2014 31.03.2013

Sales / Income 269.32 2046.45

Profit before Tax & Extraordinary Items 18.52 39.23

Less : Provision for Taxation 6.81 5.88

Profit after Tax 11.72 33.35

Add : Profit brought forward from Previous Year 168.21 145.26

Total Profit available for Appropriation 179.93 178.61

Less : Amount Transferred to Statutory Reserves 2.34 6.67

Less: Amount transferred to Contingent Provision against 3.49 3.72 Standard Assets

Balance carried forward 174.10 168.21



OVERVIEW OF ECONOMY

India''s growth has slowed markedly, reflecting global developments and domestic supply constraints, while inflation remains stubbornly high. Led by falling infrastructure and corporate investment, the slowdown has generalized to other sectors of the economy. The financial positions of banks and corporates have deteriorated. The combination of persistently-high inflation, sizeable current account and fiscal deficits intensified the global liquidity tightening-induced balance of payment pressures which resulted in significant portfolio debt outflows, and pressures on financial markets.

India is facing a difficult economic situation on the growth, asset quality, inflation and fiscal deficit fronts. Growth is estimated to have bottomed, but recovery is predicated upon clarity of policy matters and decision making by the Government.

The RBI and the Government have taken notable steps in FY 2013-14 to address the economic headwinds. The Government formed the Project Management Group to facilitate large projects, undertook actions on power tariffs, gas price and continued diesel price increases. The RBI initiated efforts at recognizing and cleaning up Non-Performing Assets ("NPA"). On the policy front, it introduced a shift in focus to Consumer Price Inflation (CPI) from Wholesale Price Inflation (WPI), and a move towards inflation targeting. If implemented correctly and in a time bound manner, these collectively have the ability to create a meaningful impact on the economy.

Thus, the emphasis is on a massive road connectivity plan which will tie the region together and subsequently enhance economic objectives. Also, agricultural gross domestic product (GDP) in the country is projected to grow by over five per cent in the current agricultural year (July 2013-May 2014).

Overall Performance & Outlook

The main object of the Company being financing and investment activities, complies with the entire requirement to continue to qualify as a Non Banking Finance Company (NBFC).

FY2014 was a year full of uncertainties and volatilities. Towards the beginning of the year there was a sharp depreciation in the currency that led RBI to take unprecedented measures on interest rates and liquidity. The economy continued on a rough patch with GDP growth less than 5% and with elections round the corner put everyone in wait and watch mode. Globally, the tapering of Quantitative Easing also had its impact on liquidity. All of this impacted the finance sector along with the rest of the economy.

During the year, the Gross Sales / Income from Operations remained at Rs. 269.32 Lac in comparison to last years'' figure of Rs. 2046.45 Lac. In term of Net Profit, the same was of Rs. 11.72 Lac in comparison to last years'' net profit of Rs. 33.35 Lac.

The overall slowdown in the economy led to a deceleration of Growth for the Company. The fall in both the top-line and the bottom-line of the Company was due to adverse market conditions throughout the year.

Capital market activities in which most of our activities depend on is also influenced by global events and hence there is an amount of uncertainty in the near term outlook of the market.

Dividend

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose 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 is no Change in Management of the Company during the year under review.

Directors

During the year under review, Mr. Alok Kumar Das and Mr. Amitabh Shukla were appointed as Non- Executive Independent Directors of the Company for the terms of 5 Years, up to 31st March, 2019.

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

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

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 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 year;

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 going concern basis.

Statutory Information

The Company being a NBFC is basically into the financing activity and capital market activity which includes investing and trading in shares and securities. The disclosure pertaining to 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 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 25th Annual General Meeting up to the conclusion of the 30th 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.

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 49 of the 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.

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

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.

Particulars under section 217 (1) (e) of the Companies Act, 1956

The Company is engaged in the business of finance, Infrastructure & Software Sectors. Hence, 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 73 of the Companies Act 2013 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 Stock Exchanges. 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.

Appreciations

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company''s achievements would not have been possible. Your Directors also wish to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board For Global Capital Market & Infrastructures Limited

Place : Kolkata I. C. Baid Date : May 13, 2014 (DIN : 00235263) Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Sales / Income 2046.45 1920.26

Profit before Tax & Extraordinary Items 39.23 121.43

Less : Provision for Taxation 5.88 23.81

Profit after Tax 33.35 97.62

Add : Profit brought forward from Previous Year 145.26 74.65

Total Profit available for Appropriation 178.61 172.27

Less : Amount Transferred to Statutory Reserves 10.40 27.01

Balance carried forward 168.21 145.26

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. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross Sales / Income from Operations remained at Rs. 2046.45 Lac in comparison to last years'' figure of Rs. 1920.26 Lac. In term of Net Profit, the same was of Rs. 33.35 Lac after debiting of Rs. 32.92 lac on account of Misc. Expenditure written off. without considering Rs. 32.92 lacs, the Net Profit for the current year stands at Rs. 66.27 lacs in comparison to last years'' net profit of Rs. 97.62 Lac.

The Company is in to the Business of lending its surplus fund in to the Capital and Money Market as well as to lending money to Corporate and HNIs. Apart from this, your Company is into the business of Advisory Services to meet the requirements of Corporate Funding for

Corporate Clients. Beside above, your Company is also into the Business of trading of Software (Mobile Applications).

The outlook for the current year is challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

Dividend

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose 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 is no Change in Management of the Company during the year under review.

Directors

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Amitabh Shukla, who retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

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 year;

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 going concern basis.

Statutory Information

The Company being basically into the Financing and Capital Market, requirement as well as partially in the business of Infrastructure and Software trading, 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

M/s. Bharat D. Sarawgee & Co., Chartered Accountant is hereby appointed as Auditor of the company from the conclusion of this Annual General until the conclusion of the next Annual General Meeting. The Company has received a certificate from them to the effect that their reappointment as Auditors, if made, would be within the limits as prescribed under section 224(1-B) of the Companies Act, 1956.

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

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.

Particulars under section 217 (1) (e) of the Companies Act, 1956

The Company is engaged in the business of finance, Infrastructure & Software Sectors. Hence, 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 Stock Exchanges. 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.

Appreciations

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company''s achievements would not have been possible. Your Directors also wish to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board

For Global Capital Market

& Infrastructures Limited

Place : Kolkata I. C. Baid

Date : May 30, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2012 31.03.2011

Income 2286.22 1340.01

Profit before Tax & extraordinary item 131.19 104.87

Less : Provision for Taxation 23.81 34.85

Profit after Tax 107.38 70.02

Add : Profit brought forward from Previous Year 74.65 33.54

Balance carried forward 182.03 74.65

BUSINESS OPERATIONS

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 2011-2012. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained in positive figure of Rs. 107.38 Lac during the year.

The Company is one of the RBI Registered NBFC Company and is into the Business of lending its surplus fund in Money and Capital Market as well as to lending money to Corporate and HNIs.

FUTURE PLANS

The Current financial year was in line in term of Business for the Company. The Company has expanded its business to some extent and was in positive in spite of adverse Market situation and tight monetary situation. The Company is willing to expand this business more and more in both Capital & Money Market as well as in the arena of Infrastructure & Software business and thus willing to deliver to Members of the Company so as the Company give more returns in coming years. In both the segments of Infrastructure and Software, the Company could do little due to the reason of high input cost and lower demand as well as competitive market situation.

DIVIDEND

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid-up capital and free reserves exceeding 20% of the consolidated turnover or networth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

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 is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Shri A. K. Das, who retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

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 annuals accounts, for the year ended 31st March 2012, 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 year.

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.

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

STATUTORY INFORMATION

The Company being basically into the Financing and Capital Market, requirement as well as partially in the business of Infrastructure and Software trading, 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 research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/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

M/s. Bharat D. Sarawgee & Co., Chartered Accountant is hereby appointed as Auditor of the company from the conclusion of this Annual General until the conclusion of the next Annual General Meeting. The Company has received a certificate from them to the effect that their reappointment as Auditors, if made, would be within the limits as prescribed under section 224(1-B) of the Companies Act, 1956.

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

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.

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

The Company is engaged in the business of finance, Infrastructure & Software Sectors. Hence, 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.

APPRECIATIONS

Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company's achievements would not have been possible. Your Directors also with to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board

For Global Capital Market & Infrastructures Limited

Place : Kolkata I. C. Baid

Date : May 30, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010

Financial Results (Rs. in lacs)

Year ended Year ended 31-3-2010 31-03-2009

Total Income 135.21 110.18

Profit/(Loss) before Depreciation & Tax 76.92 49.35

Less: Depreciation 36.02 34.65

Profit / (Loss) before tax 40.90 14.70

Less : Provision for taxation

Current 16.19 9.80

Deferred (2.37) (4.27)

Fringe Benefit - 13.82 0.71 6.24

Profit/(Loss) after tax 27.08 8.46

Special Reserve U/s. 45IC of RBI Act, 1934 5.41 1.69

21.67 6.77

Add: Excess provision of FBT written back -- 0.53

Add: Balance brought forward from previous year 11.89 4.59

Balance carried forward 33.56 11.89

Dividend

The Company has not declared any dividend for the year ended 31st March 2010.

Present Performance and Future Prospect

Global Capital Markets Limited is a NBFC Company and its income basically come from NBFC activities like income in the nature of interest from loans to corporate bodies and income from share market activities.

However, stiff competition along with new players in the NBFC market has made the profit margin very narrow and thus to survive in this competitive market, your Company is also planning to diversify its business activities. Your Company is planning to enter into infrastructure activities and wind power sector. To justify its diversification into new business activities, the Company is planning to change its name to Global Capital Market & infrastructures Limited and taken necessary steps in this regard.

Risk & Concerns

The risks that the company faces are the ones that face the industry today and these have been mentioned periodically. These risk includes innovation of new technologies, continuous fall in demand of its products, increase of cost because of increase in demand of professionals, fall in rupee devaluation as well as any amendment in the Government rules. Other risks are client concentration risk, competitive risk and financial risk etc.

Overview

The company is planning to counter its challenges through focused marketing, tight control over liquidity and margins.

Internal Control Systems and Adequacy

The Company has developed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The Control System provides a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Companys assets.

The ICS and their adequacy are frequently reviewed and improved and are documented.

Material Development in Human Resources

The companys biggest assets are their employees. We are continuously working on innovative initiatives to attract, train, retain and motivate our employees. Our endeavors are driven by a strong set of values imbibed in us and policies that we abide by. Our constant goal, and indeed our biggest strength, is a healthy, happy and prosperous work environment for all our employees. Currently staff strength of the Company is 18 Employees including senior & junior category staff. The number of Employees will substantially increase with implementation of its new business plan including skilled and un-skilled personnel.

Cautionary Statement

Statements in the Management Discussions and Analysis describing the Companys objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Companys performance include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statutes and other incidental factors.

Directors

Shri Amitabh Shukla retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

Auditors

M/s. Bharat D. Sarawgee & Co., Chartered Accountant is hereby appointed as Auditor of the company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Company has received a certificate from them to the effect that their reappointment as Auditors, if made, would be within the limits as prescribed under section 224(1-B) of the Companies Act, 1956.

Comments on Auditors Report

The notes referred to in the Auditors 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.

Public Deposit

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

Corporate Governance

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business. The Company has a structured induction process and management development programmes to upgrade skills of managers. Objective appraisal systems are in place for senior management system.

Statutory Information

The Company being basically in the finance sector. Hence, the requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

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 Companys plan. By far the employees relations have been cordial through out 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, 1988 is reported to be NIL.

Particulars under Section 217 (1) (e) of the Companies Act, 1956

The Company is engaged in the business of finance sector. Hence 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.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Cash Flow Statement

The Cash Flow Statement for the year ended 31st March 2010 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith.

Directors Responsibility Statement

In compliance with Section 217(2AA) of the Companies Act 1956, the Directors report that:

1. The preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Accounting Practices.

2. Such accounting policies have been selected and applied consistently and Judgements and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

Appreciation

Your Directors express their feelings of gratitude for the assistance and co-operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers of the Company.

The Directors wish to extend their sincere thanks to each and every employees of the Company for their dedicated contribution and look forward the continuance of it in the times to come.

For and on behalf of the Board of Directors

Place : Kolkata L. N. Sharma

Date : 29th May, 2010 Director