To
The Members,
Your Directors have pleasure in presenting the 20th Annual Report of your Company
together with the Audited Statements of Accounts for the year ended March 31, 2025.
(Rs. in Lakh)
Financial Results |
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
| Revenue for the year |
102.95 |
395.84 |
| Profit/(Loss) before Tax, Depreciation & Finance Cost |
(434-72) |
(100.78) |
| Less: Finance Cost |
433 |
0.19 |
| Profit/(Loss) before Depreciation/Amortization (PBDT) |
(439.05) |
(100.97) |
| Less: Depreciation |
0.52 |
0.28 |
| Net Profit/(Loss) before Taxation (PBT) |
(439.57) |
(101.25) |
| Less: Provision for Taxation (including Deferred Tax) |
0.07 |
0.06 |
| Add: Extra-Ordinary Items (Taxes for earlier years) |
1.05 |
- |
| Profit/(Loss) after Tax & Extra-ordinary Items |
(440-68) |
(101.31) |
| Less: Provision for Dividend |
- |
- |
| Less: Transfer to General / Statutory Reserves |
- |
- |
| Profit/(Loss) available for Appropriation |
(440.68) |
(101.31) |
| Add: Profit/(Loss) brought forward from Previous Year |
(388.29) |
(55.96) |
| Less: adjustment for ECL of past period |
- |
(231.02) |
| Balance of Profit/(Loss) carried forward |
(828-77) |
(388.29) |
OVERALL PERFORMANCE
Total revenue for the year stood at ? 102.95 lakh in comparison to last years' revenue
of ? 395.84 lakh. In term of Profit/(Loss) before taxation, the Company has earned a
profit/(loss) of ? (439.57) lakh in comparison to last years' profit/(loss) of ? (101.25)
lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (440.68) lakh in
comparison to last financial year's profit/(loss) of ? (101.31) lakh.
The Company is into the business of trading and investments in Equity Shares. The
Company is carrying trading/investment activities in both Equity Segment of both BSE and
NSE.
DIVIDEND AND RESERVES
In the view of continuing losses your Director do not recommends any Dividend for the
year under review.
During the year under review ? Nil was transferred to General Reserves.
SHARE CAPITAL & LISTING
The paid up Equity Share Capital as on March 31, 2025 was ? 7.427 Crore consisting of
74,27,000 Equity Shares of ? 10/- each. During the year under review, the Company has not
issued any share with differential voting rights; nor granted stock options nor sweat
equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the
Company hold instruments convertible in to Equity Shares of the Company.
The Company's Equity Shares are listed on the BSE Limited ("BSE"). The Equity
Shares are actively traded on BSE. The shares of the Company are not suspended from
trading from BSE platform.
CORPORATE GOVERNANCE
Your directors believe that corporate governance is an ethically driven business
process that is committed to values aimed at enhancing the growth of your Company. The
endeavour is to continue and move forward as a responsible and sustainable Company in
order to attract as well as retain talents, investors and to maintain fulfilling
relationships with the communities and take all possible steps in the direction to
re-write a new future for your Company.
We are committed to achieve the highest standards of ethics, transparency, corporate
governance and continue to comply with the code of conduct framed for the Board and senior
management under SEBI Listing Regulations and have maintained high standards of corporate
governance based on the principle of effective implementation of internal control
measures, adherence to the law and regulations and accountability at all levels of the
organization.
Your Company's corporate governance practices are driven by effective and strong Board
oversight, timely disclosures, transparent accounting policies and high levels of
integrity in decision making. The corporate governance report of the Company for the Year
Under Review as required under the applicable SEBI Listing Regulations is attached hereto
and forms part of this report. The requisite certificate from Statutory Auditors, M/s
Maheshwari & Co., Chartered Accountants, confirming compliance with the conditions of
corporate governance is attached to the corporate governance report.
GENERAL RESERVES
The General Reserve is used from time to time to transfer profits from retained
earnings for appropriation purposes. As the General reserve is created by a transfer from
one component of equity to another and is not an item of other comprehensive income, items
included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2025 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. The estimates and judgements 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 and cash flows for the year ended March 31, 2025.
Accounting policies have been consistently applied except where a newly issued
accounting standard, if initially adopted or a revision to an existing accounting standard
requires a change in the accounting policy hitherto in use. Management evaluates all
recently issued or revised accounting standards on an ongoing basis. The Company discloses
standalone financial results on a quarterly basis which are subjected to limited review
and publishes standalone audited financial results on an annual basis.
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, reservation however adverse remarks by Auditors for
the year under review, have been addressed below -
Explanations on comments by the Board on any Qualification, Reservation or Adverse
Remark or Disclaimer made by Statutory Auditors
There are no disqualifications, reservations, adverse remarks or disclaimers in the
auditor's Report, however, the auditors have observed that -
Comment by Auditors |
Management Comment |
| Certain loans & advances and balances of trade receivables are
subject to confirmation, reconciliation, and consequential adjustment, if required |
The Company is in the process of obtaining confirmation and
reconciliation of loans & advances and balances of Trade Receivables. |
| Some dormant bank accounts (held with HDFC Bank, Yes Bank, and ICICI
Bank) totaling to 0.10 lakhs, are reflected in the books of accounts. These balances are
pending confirmation and may require adjustments upon receipt of relevant statements. |
The Company is in the process of closing of all such dormant accounts |
The Company has amount receivables from 'National Spot Exchange
Limited' ('NSEL') totaling to INR 1593.59 lakhs, which is under litigation, the outcome
and recovery of which is pending at the balance sheet date. Out of this, an amount of Rs
1131.45 Lakhs is subsequently re-payable to Company's clients, once the payment is
received from NSEL (reported in the accompanying financial results by netting-odd against
respective liabilities) and the balance of Rs 470.28 Lakhs is Company's own recoverable
dues (reported net off expected credit loss of Rs 268.04 Lakhs). We have relied on
management's representation vis-a-vis the aforementioned treatments and disclosures. |
The Auditors' comment is in line with the court verdict. |
| During past periods, the Company had given various advances (recoverable
in cash / kind) totaling to INR 56.14 Lakhs. The management has explained us that these
advances were given for the purpose of acquiring of shares / securities; however, such
acquisition is pending as on balance sheet date. The management is in process of either
settling these transactions by acquisition of shares / securities, or by squaring off the
advances through repayment. We have solely relied on management's representation in this
regard. |
The Company is in process of recovering such advances. |
| During the year ended 31st March 2025, the Company has undertaken
recognition and measurement of Expected Credit Loss (ECL) on its financial assets as
required under Ind AS 109 - Financial Instruments, (including in respect of receivables
under dispute). Considering that ECL provisioning is mandatory under Ind AS 109, the
Company has carried out the recognition and measurement retrospectively at year end in
accordance with Ind AS 8 (considering the same as prior period error) |
The initiative has been taken in compliance with Accounting Standards Ind
AS 109. |
BUSINESS SEGMENT
The Company is in to the business of trading and investments in Equity Shares. The
Company is carrying trading/investment activities in both Equity Segment of both BSE and
NSE. The Company is also in the money lending business.
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 Subsidiary, Associates and Joint Venture during the
reporting period. Further, during the year, no Company has ceased to be Subsidiary,
Associate or Joint Venture Company.
POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES
The Company has formulated a "Policy for determining material Subsidiary
Companies" of the Company. This policy is available on your Company's website at
https://www.gcmcommo.co.in/company-policies-procedure.html
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act,
2013 during the financial year, were in the ordinary course of business and on an arm's
length pricing basis in compliance of the requirements of the provisions of Section 188 of
the Companies Act, 2013. There were no materially significant transactions with the
related parties during the financial year, which were in conflict with the interest of the
Company. The requisite details under Form AOC-2 in Annexure III have been provided
elsewhere in this Report. Suitable disclosure as required by the Accounting Standard
(Ind-AS 24) has been made in the notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee for approval.
Omnibus approval was obtained on a yearly basis for transactions which are of repetitive
nature. Statement giving details of all Related Party Transactions are placed before the
Audit Committee and the Board for review and approval on a quarterly basis.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company
The Company has put in place a mechanism for certifying the Related Party Transactions
Statements placed before the Audit Committee and the Board of Directors from an
Independent Chartered Accountant Firm.
The Policy on materiality of and dealing with Related Party Transactions as approved by
the Board is uploaded on the website of the Company and is accessible at the website of
the Company. None of the Directors has any pecuniary relationship or transactions
vis-a-vis the Company except remuneration and sitting fees.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in
place the Policy on dealing with Related Party Transactions which is available on its
website at the link: https://www.gcmcommo.co.in/company-policies- procedure.html
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribed
under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is
provided in a separate section and forms part of the Directors' Report.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company.
SHIFTING OF REGISTERED OFFICE
During FY 2024-25, Registered Office of the Company has been shifted from Kolkata (West
Bengal) to Mumbai (Maharashtra), upon approval of ROC, Kolkata, West Bengal.
CHANGE IN NATURE OF BUSINESS, IF ANY
There are no changes in the nature of business in the financial year 2024-25.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
MEETING OF THE INDEPENDENT DIRECTORS
In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and
Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of
Independent Directors of the Company was held on February 14, 2025 wherein, the following
items in agenda were discussed:
• reviewed the performance of Non-Independent Directors and the Board as a whole.
• reviewed the performance of the Chairperson of the company, taking into account
the views of Executive Directors and Non-Executive Directors;
• Assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
• The Board evaluates its composition to ensure that the Board has the appropriate
mix of skills, experience, independence and knowledge to ensure their continued
effectiveness. In the table below, the specific areas of focus or expertise of individual
Board members have been highlighted.
Matrix setting out the skiNs/expertise/competence of the board of directors
No. |
Essential Core skiNs/expertise/competencies required for the
Company |
Core skills/expertise/competencies of all the Directors on the
Board of the Company |
| 1 |
Strategic and Business Leadership |
The Directors and especially the Managing Director have many years of
experience. |
| 2 |
Financial expertise |
The Board has eminent business leaders with deep knowledge of finance and
business. |
| 3 |
Governance, Compliance and Regulatory |
The presence of Directors with qualifications and expertise in Law and
Regulatory affairs lends strength to the Board. |
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during the
financial year 2024-25 are given in the separate section of Corporate Governance Report.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted in line with the provisions of
the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
MANAGEMENT
There is no change in Management of the Company during the year under review.
DIRECTORS
During the Year, Ms. Akshaya Suved Chavan and Ms. Sonali Auddya Adak have been
appointed as an Independent Directors of the Company W.e.f. 02.09.2024 and their
appointments have been confirmed by members at 19th Annual General Meeting of the Company.
Further, Mr. I. C. Baid, Non-Executive, Non-Independent Director, has resigned from the
Board w.e.f. April 29, 2024.
Furthermore, Mr. Laxmi Narayan Sharma (DIN: 00356855) has been stepped down from the
Board w.e.f. 18.04.2025 on account of completion of his term.
Apart from the above, there is no other change in the composition of Board of Directors
of the Company during the current financial year.
The details of programme for familiarization of Independent Directors with the Company,
nature of the business segments in which the Company operates and related matters are
uploaded on the website of the Company and can be accessed from
https://www.gcmcommo.co.in/company-policies-procedure.html.
Further, none of the Directors of the Company are disqualified under sub-section (2) of
Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS & KMPs
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 requirements of Regulation 25 of Listing Regulations, 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.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are the persons of high integrity and repute. They fulfil the
conditions specified in the Companies Act, 2013 and the Rules made thereunder and are
independent of the management.
The Independent Directors have confirmed that they have complied with the Company's
Code of Business Conduct & Ethics.
Changes in the composition of Board during the current financial year is as under - DETAILS
OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Sl. No. |
Name |
Designation |
Date of Appointment |
Date of Resignation |
| 1. |
Mr. I. C. Baid |
Non-Executive Director |
- |
29th April 2024 |
| 2. |
Ms. Akshaya Suved Chavan |
Independent Director |
2nd Sept 2024 |
- |
| 3. |
Ms. Sonali Auddya Adak |
Independent Director |
2nd Sept 2024 |
- |
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
The Independent Directors of the Company have confirmed compliance of relevant
provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)
Rules, 2014. The Nomination and Remuneration Committee had adopted principles for
identification of Key Managerial Personnel, Senior Management including the Executive
Directors.
Further, all the Independent Directors have submitted their disclosures to the Board
that they fulfil all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have
confirmed that they meet the criteria of Independence as mentioned under Section 149 of
the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are
independent of the management.
EVALUATION OF DIRECTORS, BOARD AND COMMITTEES
The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for
performance evaluation of the individual directors, Board and its Committees, which
includes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations and based on policy
devised by the NRC, the Board has carried out an annual performance evaluation of its own
performance, its committees and individual directors. The Board performance was evaluated
based on inputs received from all the Directors after considering criteria such as Board
composition and structure, effectiveness of Board and information provided to the Board,
etc.
The performance of the committees was evaluated by the Board of Directors based on
inputs received from all the committee members after considering criteria such as
composition and structure of committees, effectiveness of committee meetings, etc.
Pursuant to the Listing Regulations, performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of the
performance of non-independent Directors, performance of the Board as a whole and that of
the Chairman of the Board.
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 during the year.
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 2025, all
the applicable accounting standards prescribed by the Institute of Chartered Accountants
of India 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, 2025 and of the profit 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 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;
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.
BUSINESS RISK MANAGEMENT
Being a share broking firm, the Company is exposed to credit, liquidity and interest
rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted
Shares, have the risk of change in the price and value, both in term of up and down and
thus can affect the profitability of the Company.
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
Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2024-25.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The policy
also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the
candidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower
Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors,
Employees and Stakeholders of the Company to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy. The Company has disclosed the policy on the website of the Company i.e.
www.gcmcommo.co.in
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.
AUDITORS Statutory Auditors
Messrs Maheshwari & Co., Chartered Accountants, Kolkata (FRN - 105834W) were
appointed for the 2nd term of 5 years as Statutory Auditors of the Company for a period of
five consecutive years at the 18th Annual General Meeting (AGM) of the Members held on
25th September 2023 on a remuneration mutually agreed upon by the Board of Directors and
the Statutory Auditors.
The Report given by M/s. Maheshwari & Co. on the financial statement of the Company
for the FY 2024-25 is part of the Annual Report. The Notes on financial statement referred
to in the Auditor's Report are self-explanatory and do not call for any further comments,
except as stated above. The Auditor's Report does not contain any qualification,
reservation, adverse remark or disclaimer, except as stated above. During the year under
review, the Auditors had not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
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 Board at its
meeting held on 29.04.2024 has re-appointed
Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) to undertake the
Secretarial Audit of the Company for FY 2024-25.
The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in
this Annual Report as Annexure II. The same does not contain any qualification,
reservation or adverse remark.
Further the Appointment of Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No.
14023) is also recommended to members at ensuing 20th AGM for the term of next 5 years
commencing from F.Y. 2025-26.
Internal Auditors
Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Company's internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to M/s A. K. Das &
Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit
is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key
Managerial Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is attached
as Annexure IV to this report.
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 thereunder, this is to
certify and declare that there was no case of sexual harassment during the year under
review. Neither there was a case pending at the opening of Financial Year, nor has the
Company received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the business of trading and investment activities in 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.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure 'V' and forms an integral part of this Report. The aforesaid Annexure is also
available for inspection by Members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General Meeting during the business hours
on working days.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) more than two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges,
the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not
applicable to the Company for the year under review.
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.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is not
required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of
Companies (Cost Records and Audit) Rules, 2014.
STATUTORY AUDITORS AND AUDITORS REPORT
The Notes on Financial Statement referred in the Auditors' Report are self-explanatory
and do not call for any further comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer for the Financial Year 2024-25,
except as stated herein above.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditors have
not reported any instances of frauds committed in the Company by its officers or employees
of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
Our Company is listed on SME Exchange of BSE, and thus the provision of Regulations 17,
14[17A,] 18, 19, 20, 21, 22, 23, 24, 15[24A,] 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the SEBI LODR
Regulations, 2015. However the Company is voluntarily complying with the above
Regulations. A separate section on corporate governance practices followed by the Company,
together with a certificate from the Company's Auditors confirming compliance forms an
integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
During the year, your Company has complied with applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
REPORT ON CORPORATE GOVERNANCE
Our Company is listed on SME Exchange of BSE, and thus the provision of Regulations 17,
14[17A,] 18, 19, 20, 21, 22, 23, 24, 15[24A,] 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the SEBI LODR
Regulations, 2015. However the Company is voluntarily complying with the above
Regulations. A separate section on corporate governance practices followed by the Company,
together with a certificate from the Company's Auditors confirming compliance forms an
integral part of this Report.
GENERAL
Your Directors state that during Financial Year 2024-25:
• The Company has not issued any Equity Shares with differential rights as to
Dividend, Voting or otherwise.
• The Company has not issued any Sweat Equity Shares during the year.
• There are no significant or material orders passed against the Company by the
Regulators or Courts of Tribunals during the year ended March 31, 2025 which would impact
the going concern status of the Company and its future operations.
• The Central Government has not prescribed the maintenance of cost records for
any of the products of the Company under sub-section (1) of Section 148 of the Companies
Act, 2013 and the Rules framed there under.
• There is no change in nature of business of the Company during the year.
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.
APPRECIATION
Your Directors place on record their sincere appreciation for the assistance and
guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the
Securities and Exchange Board of India, government and other regulatory Authorities, stock
exchanges, other statutory bodies, Company's bankers, Members and employees of the Company
for the assistance, cooperation and encouragement and continued support extended to the
Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. Our employees are instrumental in helping the
Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look
forward to your continuing support.
| Mumbai, August 28, 2025 |
By order of the Board |
|
For GCM Commodity & Derivatives Limited |
|
Sd/- |
Registered Office : |
Amalesh Sadhu |
| 806, Raheja Center, 214, Free Press Journal |
DIN:00235198 |
| Marg, Nariman Point, Mumbai-400021 |
Chairman & Managing Director |
|