Directors Report of GCM Securities Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 29^th Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31, 2024.

(? in I akh)

Financial Results	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue for the year	46.67	6.06
Profit/(Loss) before Tax, Depreciation and Finance Cost	(33-97)	(108.80)
Less: Finance Cost	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	(33.97)	(108.80)
Less: Depreciation	1.36	2.97
Net Profit/(Loss) before Taxation (PBT)	(35-33)	(111.77)
Less: Provision for Taxation (including Deferred Tax)	2.66	1.63
Add: Extra-ordinary Items (Excess Provisioning)	-	-
Profit/(Loss) after Tax & Extra-Ordinary Items	(37.99)	(113.40)
Less: Provision for Dividend	-	-
Less: Transfer to General / Statutory Reserves	-	-
Profit/(Loss) available for Appropriation	(37.99)	(113.40)
Add: Profit/(Loss) brought forward from Previous Year	(1502-85)	(1389.45)
Balance of Profit/(Loss) carried forward	(1540-84)	(1502.85)

OVERALL PERFORMANCE

Total revenue for the year stood at ? 46.67 lakh in comparison to last years'' revenue of ? 6.06 lakh. In term of Profit/(Loss)
before taxation, the Company has incurred a loss of ? (35.33) lakh in comparison to last years'' profit/(loss) of ? (iii.77)lakh.
Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (37.99) lakh in comparison to last financial year''s profit/(loss) of
? (113.40) lakh.

Your Company one of the SEBI registered Stock Broker and is having membership of both BSE and NSE. Apart from this,
the Company is in to the business of trading and investments in Equity Shares. The Company is carrying
trading/investment activities in both Equity and FNO Segment and also trading in Commodities market occasionally.

DIVIDEND AND RESERVES

Due to losses and in order to conserve resources and 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 ? Nil was transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was ? 18.996 Crore consisting of 189960000 Equity Shares of ? 1/-
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, 2024, 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

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 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, 2024.

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 in the standalone financial statements by the statutory auditors for the year under review.
BUSINESS SEGMENT

Your Company is one of the SEBI registered Stock Broker, having membership of both BSE and NSE in both Equity & FNO
Segment. Apart from this the Company is doing trading and Investments in Shares & Securities, in accordance with the
Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are set out in Note financial statements of the
Company.

SUBSIDIARY COMPANY

The Company has two associate Companies namely M/s. GCM Commodity & Derivatives Limited and M/s. GCM Capital
Advisors Limited. Apart from these, the Company does not have any Subsidiary, Associate or Joint Venture Company in
the immediately preceding accounting year.

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 https://www.gcmsecuritiesltd.com/company-policies.html

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.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2023-24.

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 and do not attract 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. Transactions entered into pursuant to omnibus approval are
verified by the Risk Assurance Department and a 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.gcmsecuritiesltd.com/company-
policies.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.

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.

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 March 7, 2024
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 skills/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.
4.	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the
separate section of Corporate Governance Report.

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

There is no change in composition of Board during the 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 put up on the website of the Company

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.

There was a change in the composition of Board during the current financial and the same has been provided herein
below. However there was no change in the employees from KMP category during current financial year-

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	-	-	-	-

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.

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.

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.

SHIFTING OF REGISTERED OFFICE

During current financial the Company has shifted its'' Registered Office from Kolkata (West Bengal) to Mumbai
(Maharashtra) as per resolution approved by Members in previous Annual General Meeting.

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 31^st March 2024, 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, 2024 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 2023-24.

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.gcmsecuritiesltd.com

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 as Statutory Auditors
of the Company for a period of five consecutive years at the 28^th Annual General Meeting (AGM) of the Members
held on September 26, 2023 on a remuneration mutually agreed upon by the Board of Directors and the Statutory
Auditors. Their appointment was subject to ratification by the Members at every subsequent AGM held after the
AGM held on September 26, 2023.

The 2^nd term of 5 years of appointment of Statutory Auditors is expiring at the conclusion 33^rd Annual General
Meeting.

The Report given by M/s. Maheshwari & Co. on the financial statement of the Company for the FY 2023-24 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. The Auditor''s Report does not contain any qualification, reservation, adverse
remark or disclaimer. 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 Company has re-appointed Mrs. Kriti Daga, Company
Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. 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.

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.

In addition to the above and pursuant to SEBI circular dated 8 February 2019; a report on secretarial compliance
(Regulation 24-A of SEBI LODR Regulations, 2015) by Mrs. Kriti Daga for the FY2023-24 has been submitted with
stock exchanges. There are no observations, reservations or qualifications in the said report.

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 broking as well as in to 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.
A statement comprising the names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual
report. The above Annexure is not being sent along with this annual report to the members of the Company in line with
the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the
Company Secretary at the Registered Office of the Company. 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 2023-24.

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

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, 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.

GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details
relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend,
voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order
passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in
future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time
settlement with any bank or financial institution.

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, September 2, 2024 By order of the Board

For GCM SECURITIES LIMITED

Sd/-

Registered Office : I. C. Baid

805, Raheja Center, 214, Free Press Journal DIN: 00235263

Marg, Nariman Point, Mumbai-400021 Chairman

---

Mar 31, 2018

To

The Members of,

GCM Securities Limited

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS:

A summary of the Financial Performance of your company and its major associates, for the financial year ended March 31, 2017 is as under:

Rs in Lakhs

Financial Results	Current Year Ended on 31st March, 2017	Previous Year Ended on 31st March, 2016
Operating Revenue	471.97	57.04
Others Income	141.14	109.44
Total Revenue	613.11	166.48
Total Expenditure	601.57	164.88
Profit/(Loss) before Taxation	11.54	1.60
Provision for Taxation (including Deferred Tax)	3.54	14.82
Profit/(Loss) after Taxation	8.01	(13.22)
Balance Carried forward to Balance Sheet	8.01	(13.22)

MICROECONOMIC OVERVIEW

India remains one of the fastest growing economies in the world. According to the Central Statistical Office’s (CSO) revised estimates, India’s GDP growth remained steady at 7.1% in FY18 withthe third quarter registering a growth rate of 7% y-o-y despite the effects of demonetisation. Certain macroeconomic indicators suggest that the economy is steadily recovering from the impact of demonetisation, announced on 8th November, 2016, with the RBI forecasting GDP growth at 7.4% in FY19.

Consumer Inflation likely to be moderate and remain below 5% in the FY 2018. The central Government remains on the path of fiscal deficit to around 3% of GDP in FY19. Government continues to make efforts to revive investment cycle and is spending on building physical infrastructure. Government has been able to revive many stalled projects in the public sector; however, private sector investments remain weak given low capacity utilization and leveraged balance sheets.

We are on the verge of one of the most important reform measures in the country - the transition to the Goods and Services Tax (GST) from 1st July, 2017. The GST will unify India into a single market thereby simplifying the compliance process, broadening the tax base and improving productivity. While there remains a possibility of disruption in the short run, given the scale of change, recent experience with the demonetization exercise suggests that the disruption to economy from GST implementation, if any, is likely to be small and short lived. The long-term potential from GST is immense.

OVERALL PERFORMANCE & OUTLOOK

Your Company is one of the SEBI registered Stock Broker and is a registered Corporate Member of the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) in the Capital Market segment and future & Options.

Total Gross Revenue from operation for the year was Rs. 471.97 Lakhs in comparison to previous financial year figures of Rs. 57.04. The company has registered Net Profit/(Loss) before Tax for the year was of Rs. 11.54 Lakhs in comparison to Previous Financial Year Rs.1.60 Lakhs.

DIVIDEND AND RESERVES

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

During the year under review, no amount was transferred to General Reserve.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2018 was Rs. 18.9960 Crore. During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

SUBSIDIARY COMPANY

The Company does not have any subsidiary within the meaning of section 2(87) of the Companies Act 2013. However your company have Associates Companies which is detailed in AoC-1 and no Joint Venture which is covered under Section 2(6) of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

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

MANAGEMENT DISCUSSION & ANALYSIS

As required by under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations, 2015, 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. Further none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Remuneration policy:

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

DIRECTORS

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

All Independence Director 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 (LODR) 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 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.

STATUTORY INFORMATION

The Company being basically into the broking business and is the member of BSE and NSE. Apart from broking business, the Company is also doing business in shares and securities. In view of current line of business, requirements regarding and disclosures of particulars of Conversation of Energy and Technology Absorption prescribed by rule is not applicable to us.

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.

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.

DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	-	-	-	-

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle Blower Policy to report genuine concern or grievances. The Whistle Blower Policy has been posted on the website of the Company.

AUDITORS

Statutory Auditors

M/s ADSR & Associates, Chartered Accountants, Kolkata (FRN - 329843E) are the statutory auditors of the Company for the year ended March 31, 2018. Further, M/s ADSR & Associates, Chartered Accountants, Kolkata (FRN - 329843E) have expressed their un-willingness to reappoint themselves as Statutory Auditors of the Company after the conclusion of 23rdAnnual General Meeting, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

The Company is looking to fill the casual vacancy caused due to the resignation of M/s. ADSR & Associates, Chartered Accountants, Kolkata (FRN - 329843E) effective from the conclusion of 23rdAnnual General Meeting. The AuditReport given by ADSR & Associates, Chartered Accountants, Kolkata (FRN - 329843E) (erstwhile Statutory Auditors) for the financial year 2017-18, forming part of this Annual Report. Their appointment as the statutory auditors will be ratified at the ensuing Annual General Meeting pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder. There is no audit qualification, reservation or adverse remark for the year under review.

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. Kriti Daga, Company Secretaries in Practice (CP No.14023) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed in this Annual Report as Annexure.

Internal Auditors

The Company has appointed M/sA.K. Das & Co., Chartered Accountants, Kolkata (CP No. 055737) as Internal Auditors of the Company for the current financial year.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134(3) (a) of the Companies act, 2013, extract of the Annual Return for the financial year ended 31st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure.

REPORT ON CORPORATE GOVERNANCE

As per SEBI circular no. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOUSURE REQUIRNMENTS) REGULATION, 2015 No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02, 2015 Company’s paid up capital is less than Rs. 10 Crores and Net Worth is also less than Rs. 25 Crore or Company listed on SME Platform Company was not required to comply with the norms of the corporate Governance.

Since the Company was listed on SME Exchange only as on Financial Year ending 31st march 2018, therefore the provisions relation to Corporate Governance are not applicable to the Company.

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 the Companies Act, 2013.

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 the Companies Act, 2013 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/ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

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 of Directors

Data: August 31, 2018 for GCM Securities Limited

Registered Office:

3B Lal Bazar Street, Sir RNM House Manish Baid

5th Floor, Kolkata-700001 West Bengal Managing Director

CIN: L67120WB1995PLC071337

---

Mar 31, 2016

To

The Members,

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

(Rs.in Lac)

Particulars	For the Year ended on 31.03.2016	For the Year ended on 31.03.2015
Operating Income	169.71	192.50
Other Income	111.19	139.40
Total Income	280.90	331.90
Total Expenditure	266.97	195.71
Profit/{Loss) before taxation	13.93	136.19
Tax Expenses	4.58	29.07
Profit/{Loss) after Taxation	9.35	107.12
Balance carried forward to Balance Sheet	9.35	107.12

OVERALL PERFORMANCE & OUTLOOK

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

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

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

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

DIVIDEND AND RESERVES

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

During the year under review, no amount was transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs. 18.9960 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, pro fits/(loss) and cash flows for the year ended 31st March 2016.

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

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

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARY COMPANY

The Company does not have any Subsidiary within the meaning of section 2(87) of the Companies Act 2013 .However your Company have Associate Companies which is detailed in AOC-1 (Part —B) and no Joint Venture which is covered under Section 2(6) of the Companies Act 2013 (“Act”)

RELATED PARTY TRANSACTIONS

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

MANAGEMENT DISCUSSION & ANALYSIS

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

MANAGEMENT

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

MEETINGS:

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

Attendance of the Directors at the Board meetings

Sl.NTO	Name	Designation	Meetings attended
1.	Mr.Inder Chand Baid	Chairman	5
2.	Mr.Manish Baid	Managing Director	5
3.	Mr.Samir Baid	Non —Executive Director	5
4.	Mr.Laxmi Narayan Sharma	Independent Director	5
5.	Mr Ami tab h Shukla	Independent Director	5
6.	Mrs. Urmi Bose	Independent Director	5

AUDIT COMMITTEE:

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

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

Attendance of the Audit Committee meetings

Sl. NO	Name	Designation	Position	Meetings attended
1.	Mr.Inder Chand Baid	Director	Member	4
2.	Mr.Amitabh Shukla	Independent Director	Chairman	4
3.	Mr.Laxmi Narayan Sharma	Independent Director	Member	4

NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

Attendance of the Nomination & Remuneration Committee meetings

SL NO	Name	Designation	Position	Meetings attended
1.	Mr.Manish Baid	Managing Director	Member	2
2.	Mr. Lax mi N aray an Sharma	Independent Director	Chairman	2
3.	Mr.Amitabh Shukla	Independent Director	Member	2

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

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

Attendance of the Stakeholders Relationship Committee meetings.

SL NO	Name	Designation	Position	Meetings attended
1.	Mr.Manish Baid	Managing Director	Member	2
2.	Mr.Laxmi Narayan Sharm	Independent Director	Member	2
3.	Mr. Amitabh Shukla	Independent Director	Chairman	2

REMUNERATION POLICY:

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR:

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

BOARD EVALUATION:

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

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Whole Time Director.

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

INDEPENDENT DIRECTORS

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

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, for the year ended 31st March 2016, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

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

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

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

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

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

INFORMATION TECHNOLOGY

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

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 , The Company has a robust Business Risk Management (BRJNI) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

RESEARCH & DEVELOPMENT

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

AUDITORS Statutory Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 20th Annual General Meeting up to the conclusion of the 24th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.AX.Associates ,Ms.Priti Lakhotia (Partner) M.No-21970 Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report & does not contain any qualification, reservation or adverse remark.

Internal Auditors

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

PARTICULARS OF EMPLOYEES

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

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

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

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

PUBLIC DEPOSITS

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

REPORT ON CORPORATE GOVERNANCE

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

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

APPRECIATION

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

Place: Kolkata By order of the Board

Date: May 30, 2016 For GCM SECURITIES LIMITED

Registered Office : INDKR CHAND BATD

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

5th Floor, Kolkata 700001, West Bengal Chairman

---

Mar 31, 2015

Dear Members,

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

(Rs. in Lac)

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Sales / Income from Operations 331.90 1319.76

136.18 10.75

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

55.63 46.35

Less : Extra-Ordinary Items 2.30 0.00

Less : Payment Dividend & Tax thereon 91.54 -

Balance carried forward 68.91 55.63

OVERVIEW OF ECONOMY

A more robust economic performance than was earlier indicated emerges from revised data based on an updated base year, wider coverage of goods and services, and the inclusion of tax data to estimate economic activity. Real growth in India was previously estimated as a change in volume, but the new series estimates value added at each stage.

The government's initial estimates for Fiscal Year 2014 (ending 31 March 2015) show that economic growth accelerated to 7.4%. Agriculture growth slipped to 1.1% in FY2014 largely because the monsoon was erratic, particularly affecting the summer crop. The production of food grains contracted by 3.2% in comparison to FY2013.

After growing by 4.5% in FY2013, industry accelerated to 5.9% in FY2014, helped by a 6.8% expansion in manufacturing. These estimates may be a tad optimistic, however, as they assume manufacturing indicate a more modest upturn. The production of capital goods expanded after 3 years in the red. However, consumer durables continued to decline. Improved coal production helped double the growth of electricity generation over the previous year's rate.

OVERALL PERFORMANCE & OUTLOOK

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

on BSE.

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

Rs. Rs. 10.75 Lac.

Rs. Rs. 9.28 Lac.

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

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

DIVIDEND AND RESERVES

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

During the year under review, no amount was transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 18.9960 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, Apart from Mr. Manish Baid, who is holding 136.48 Lac Shares or 7.185% of Paid-up Capital, Mr. I. C. Baid, who is holding 94.83 Lac Shares or 4.99% of Paid-up Capital, Mr. Samir Baid, who is holding 134.75 Lac Shares or 7.094% of Paid-up Capital, none of others Directors and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company.

FINANCE AND ACCOUNTS

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARY COMPANY

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

RELATED PARTY TRANSACTIONS

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

MANAGEMENT DISCUSSION & ANALYSIS

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

MANAGEMENT

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

DIRECTORS

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

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

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

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

INDEPENDENT DIRECTORS

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

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

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

INFORMATION TECHNOLOGY

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

BUSINESS RISK MANAGEMENT

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQuACY

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

RESEARCH & DEVELOPMENT

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

AUDITOTRS

Statutory Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 20th Annual General Meeting up to the conclusion of the 24th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Khushboo Goneka, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

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

EXTRACT OF ANNuAL RETuRN

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

PARTICuLARS OF EMPLOYEES

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

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

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

foreign exchange earnings and outgo

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

PuBLIC DEPOSITS

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

REPORT ON CORPORATE GOVERNANCE

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

APPRECIATION

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

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

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

---

Mar 31, 2014

To The Members,

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

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

Sales / Income from Operatons 1319.76 599.90

Profit before Tax & extraordinary item 10.75 22.91

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

Profit afer Tax 9.28 17.69

Add : Profit brought forward from Previous Year 46.35 28.66

Balance carried forward 55.63 46.35

OVERVIEW OF ECONOMY

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

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

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

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

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

OVERALL PERFORMANCE & OUTLOOK

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

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

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

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

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

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

DIVIDEND

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

LISTING ON SME PLATFORM

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

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

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

MANAGEMENT

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

DIRECTORS

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

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

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

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

INDEPENDENT DIRECTORS

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

As per Revised Clause 52 of the Listng Agreement (applicable from October 1, 2014), any person

who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completon of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

3. The Directors had taken proper and sufcient care for the maintenance of adequate accountng records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites; and

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

STATUTORY INFORMATION

The Company being basically into the broking business and is the member of BSE and NSE. Apart from broking business, the Company is also doing business in shares and securites. In view of current line of business, requirements regarding and disclosures of Partculars of conversaton of energy and technology absorpton prescribed by rule is not applicable to us.

INFORMATION TECHNOLOGY

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

RESEARCH & DEVELOPMENT

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

AUDITORS

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office untl the conclusion of ensuing Annual General Meetng and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 19th Annual General Meetng up to the conclusion of the 24th consecutive Annual General Meetng (subject to ratfication by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained writen confirmaton from M/s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanaton as required under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

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

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

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

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

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

APPRECIATION

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

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

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

---

Mar 31, 2013

To The Members,

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

(Rs.in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Income 129.61 72.77

Profit before Ta x & extraordinary item 22.91 31.90

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

Profit after Tax 17.69 22.14

Add : Profit brought forward from Previous Year 28.66 6.52

Balance carried forward 46.35 28.66

OVERVIEW OF ECONOMY

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

OVERALL PERFORMANCE & OUTLOOK

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

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

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

DIVIDEND

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

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

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

DIRECTORS

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

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

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

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

STATUTORY INFORMATION

The Company being basically into the broking business and is the member of BSE and NSE. Apart from broking business , the Company is also doing investments in shares and securities. In view of current line of business, requirements regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

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

RESEARCH & DEVELOPMENT

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

AUDITORS

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

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

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

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

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

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

APPRECIATION

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

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

Registered Office :

3B, Lal Bazar Street,

Sir R N M House Inderchand Baid

5th Floor, Kolkata 700001, West Bengal Chairman