Mar 31, 2016
To
The Members,
The Directors have pleasure in presenting their Twenty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2016
Rs.in Lac
Financial Results |
Year Ended |
Year Ended |
31.03.2016 |
31.03.2015 |
|
Sales / Income |
928.76 |
275.67 |
Profit / (Loss) before Tax & Extraordinary Items |
(28.15) |
10.92 |
Less : Provision for Taxation (including Deferred Tax) |
(11.16) |
(0.32) |
Profit after Tax |
(16.99) |
11.24 |
Add : Profit brought forward from Previous Year |
180.15 |
174.10 |
Total Profit available for Appropriation |
163.16 |
185.34 |
Less : Amount Transferred to Statutory Reserves |
0.00 |
2.25 |
Less: Amt. transferred to Contingent Provision against Standard Assets |
3.44 |
2.94 |
Balance carried forward |
159.72 |
180.15 |
Overview of Economy
India''s economy could grow by 8-8.5% in 2016-17, if forecasts of normal monsoon rainfall prove correct, Jaitley said at the meeting organized by Citigroup Inc.
The India Meteorological Department (IMD) last week projected monsoon rainfall this year at 106% of the long-term average after two consecutive years of below-normal rainfall in many parts of the country.
The Economic Survey projected India''S economic growth to remain within a range of 7-7.75% in 2016-17 against an estimated 7.6% growth in 2015-16.
A normal monsoon can provide a one-time push to economic growth in 2016-17 given the low base of agricultural production, said D.K. Joshi, chief economist at rating company Crisil Ltd.
Crisil has projected gross domestic product (GDP) to grow 7.9% in 2016-17, assuming a normal monsoon. Joshi said he will wait until August to revise his growth projection.
The risks highlighted by the minister include global headwinds that may hurt demand for exports, high oil prices and the June-September monsoon belying the forecasts of normal rainfall, Citibank NA, a unit of Citigroup, said in a note.
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, the gross revenue from operations stood at Rs.928.76 lac in comparison to last yearâs revenue of Rs.275.67 lac. In term of Net Profit / (Loss) after tax, the same was stood at Rs.(16.99) lac in comparison to last yearâs net profit of Rs.11.24 lac.
The Company''s performance for the current financial year is not in line with what the Company expected. The same was mainly due to high volatility in Stock Market and steep fall in interest rates in India in recent past.
The Company is hopeful of recovering from losses and to do well in future.
Dividend and Reserves
In view of incurring losses 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. Nil has been transferred to Statutory Reserves and 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, 2016 was Rs.24.8935 Crore. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2016, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares 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 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 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 are as defined under the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015. Transactions 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 and the Rules made thereunder are not attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act, 2013 is not required. Further, there are 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 Regulation 34 of SEBI LODR Regulations, 2015, 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 Mr. Alok Kr. Das has been resigned from the Board w.e.f. 18th April 2015.
Apart from above, there is no change in the Board of Directors of the Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 Companies Act, 2013 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 ([AGM5 of the Company.
As per requirements of Regulation 25 of SEBI LODR Regulations, 2015, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.
Details of Directors / KMP appointed and resigned during the year
Sl. No. |
Name |
Designation |
Date of Appointment |
Date of Resignation |
1. |
Alok Kr. Das |
Independent Director |
- |
18th April 2015 |
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
To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. the directors had selected 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 as at March 31, 2016 and of the profit/(loss) of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;
5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Information Technology
Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.
Business Risk Management
Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee under SEBI LODR Regulations, 2015.
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
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e. www.globalcapitalmarketandinfraltd.com
Research & Development
The Company believes that technological obsolescence is a reality. Only 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 27th 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. Priti Lakhotia (C. P. No. 12790), 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. Baid Ray & Associates, Chartered Accountants, Kolkata (FRN 325204E), 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 Company wishes to place on record their appreciation to the contribution made by the employee of the Company during the period.
During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.
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, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8(3) 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 SEBI LODR Regulations, 2015. Pursuant to Regulation 27 of the SEBI LODR Regulations, 2015, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.
Cautionary Statement
Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements^ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
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 Markets Limited
Place : Kolkata I. C. Baid
Date : May 30, 2016 (DIN : 00235263)
Chairman
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