Directors Report of GCM Commodity & Derivatives Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 10th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

(Rs. in Lac)

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Sales / Income from Operations 50.63 2633.75

10.88 8.94

Less : Provision for Taxation (includes 1.52 6.27 prior period tax payments and deferred Tax)

Less : Extra-Ordinary Items 3.06 0.00

6.30 2.67

17.20 14.53

Balance carried forward 23.50 17.20

OVERVIEW OF INDIAN ECONOMY

The Economy of India is the seventh-largest in the world by nominal GDP and the third largest by purchasing power parity (PPP). The country is one of the G-20 major economies, a member of BRICS and a developing economy among the top 20 global traders according to the WTO.

According to the Indian Finance Ministry the annual growth rate of the Indian economy is projected to on April 1, 2015, up from 7.2% (2014—15).

India was the 19th-largest merchandise and the 6th largest services exporter in the world in 2013; it imported a total of $616.7 billion worth of merchandise and services in 2013, as the 12th-largest merchandise and 7th largest services importer. The agricultural sector is the largest employer in India's economy but contributes a declining share of its GDP (13.7% in 2012-13). Its manufacturing industry has held a constant share of its economic contribution, while the fastest-growing part of the economy has been its services sector — which includes, among others, the construction, telecommunications, software and information technologies, infrastructure, tourism, education, health care, travel, trade, and banking industries.

OVERALL PERFORMANCE & OUTLOOK

Virtually there were no business activities in Commodities business segment, both in term of trading and brokerage. The Company was having a membership of Commodity Exchange namely National Spot Exchange and all activities in said Exchange has been banned by Court of Law due to so called scam. Looking to the scenario, the Company has opted to be out of commodity trading / broking business and

In addition to the Commodity trading business, the Company has also opted to be out of Securities trading / investments during the year under review and thus source of income during the year was interest income.

Members of the Company as stated in the Notice convening AGM.

Gross Revenue / Income from Operations stood at Rs. 50.63 Lac in comparison to last years' figure of Rs. 2633.75 Lac. In term of Net Profit, the same was of Rs. 6.30 Lac (after considering Tax and Extra- Ordinary Items) in comparison to last years' net Profit of Rs. 2.67 Lac.

The Outlook for current financial looks extremely challenging looking to its entry in new business and to challenge to establish itself in such new business environment.

DIVIDEND AND RESERVES

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

During the year under review, Nil amount was transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 7.427 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, Apart from Mr. Manish Baid, who is holding 1.40 Lac Shares or 1.885% of Paid-up Capital, Mr. I. C. Baid, who is holding 1.95 Lac Shares or 2.626% of Paid-up Capital, Mr. Samir Baid, who is holding 1.95 Lac Shares or 2.626% of Paid-up Capital, none of others Directors and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 52 of the SME Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required.There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 52 of the SME Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

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

DIRECTORS

During the year, Mrs. Amrita Baid was appointed as Managing Director of the Company w.e.f. 30th September 2014 and Mr. Laxmi Narayan Sharma was appointed as Non-Executive, Independent Directors of the Company for the terms of 5 Years, up to 17th April 2020.

Further, Mr. Manish Baid and Mr. Alok Kr. Das have resigned from the directorship of the Company w.e.f. September 30, 2014 and 18th April 2015 respectively due to their personal commitments.

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

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

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 52 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

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

There are no other significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

STATUTORY INFORMATION

The Company is having membership of Commodity Exchange namely National Spot Exchange. Further, the Company is doing investment in commodities via said Exchange as well as doing the business of Investment in Shares & Securities. The brokerage business on said Exchange is not in operative now due to the freezing of Exchange activities as briefed here in below.

It is imperative to disclose the fact that the National Spot Exchange, the Exchange, of which the Company was having membership, has been suspended by FMC, the Regulatory Body for Commodity Exchange, due to alleged violation of Norms & Regulations and after the discovery of scam on said Exchange. Both EOW and FMC are looking to the matter.

Further, members are hereby informed that the Company was having exposure of Rs. 1605.49 Lac at the time when the operations of National Spot Exchange have been suspended by FMC. The case has been filed by both FMC & Investors against National Spot Exchange to investigate the matter and to get back dues from said Exchange.

INFORMATION TECHNOLOGY

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

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 52 of the SME Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Statutory Auditors

The Auditors M/s 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 10th Annual General Meeting up to the conclusion of the 14th 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 M/s Khusboo Goenka, Company Secretaries in Practice (C.P. No. 8172) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

The Company has appointed M/s. Jaiswal Akash & Co., Chartered Accountants, Kokata (FRN 328324E), as Internal Auditors of the Company for the current financial year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

Since the Company is into the Business of Commodity Broking as well as an Investee /trader into Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the BSE Limited. Pursuant to Clause 52 of SME of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Place: Kolkata By order of the Board Date: May 28, 2015 For GCM COMMODITY & DERIVATIVES LIMITED

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

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Mar 31, 2013

Dear Members,

Your Directors are pleased to present their Annual Report on business and operations of your Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

OPERATIONS:

During the year under review, the Revenue from the operations was Rs. 1008.04 Lakhs as against 13.79 Lakhs in the previous year. The year under review had higher expenses on purchase of Commodity and towards Employee Benefit Expenses amounting to Rs. 979.44 Lakhs and Rs. 3.79 Lakhs respectively. The Profit before tax stood at RS. 16.58 Lakhs as compared to Rs. 8614/- in the previous year whereas the Net Profit of the Company stood at to Rs. 10 Lakhs as compared to a loss of Rs. 16462/- in the previous year

The status of the Company has been converted to a Limited Company pursuant to Fresh Certificate of Incorporation Consequent upon Change of Name on Conversion to Public Limited Company issued by Registrar of Companies. Kolkata dated Fourteenth day of June 2013.

AUDITORS:

M/s. Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a Certificate from them that their appointment if made will be within the limits as prescribed under the Companies Act and that they are eligible for reappointment. Members are requested to appoint the Auditors and to fix their remuneration.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The above-mentioned details are not applicable to your Company.

PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of The Companies Act. 1956 during the year under review.

DIRECTORS* RESPONSIBILITY STATEMENT;

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state:

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures :

2) that 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 at the end of the financial year and of the loss of the Company for that period;

3) that 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) that the directors had prepared the annual accounts on a going concern basis.

APPRECIATION:

The Board places on record its sincere appreciation for the assistance and co-operation received from all its Members & Bankers.

For GCM COMMODITY & DERIVATIVES LIMITED

Place: Kolkata Inder Chand Baid Date: 19th June, 2013 Chairman