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2 Global Capital Market & Infrastructures Limited BOARD OF DIRECTORS I. C. Baid Chairman L. N. Sharma Executive Director A. K. Das Independent Director Amitabh Shukla Independent Director COMPLIANCE OFFICER Mr. Shrenik Choraria AUDITORS M/s. Bharat D. Sarawgee & Co. Chartered Accountant 22nd Annual Report BANKERS IndusInd Bank Ltd REGISTERED OFFICE Sir RNM House, 5th Floor 3B, Lalbazar Street, Kolkata REGISTRAR & SHARE TRANSFER AGENT R & D Infotech Private Limited 22/4, Nakuleswar Bhattarjee Lane, Kolkata Telephone : , Fax : E mail: rdinfotech@yahoo.com Website : ANNULA GENERAL MEETING Date : 23rd September, 2011 Time : A.M. Venue : Shyamal Smriti Parishad 30, Dr. Nagen Ghosh Road Kolkata Contents Notice Report on Corporate Governance Auditors Certificate on Corporate Governance Directors Report Secretarial Compliance Report Auditors Report Balance Sheet Profit & Loss Account Schedules Cash Flow Statement Balance Sheet Abstracts Members are requested to bring their copy of Annual Report at the time of Meeting 1

3 NOTICE TO THE SHAREHOLDERS Notice is hereby given that Twenty Second Annual General Meeting of the members of M/s. Global Capital Market & Infrastructures Limited will be held on Friday, the 23rd day of September, 2011 at 10:00 a.m. at Shyamal Smriti Parishad, 30, Dr. Nagen Ghosh Road, Kolkata to transact the following business: ORDINARY BUSINESS : 1. To receive, consider and adopt the Balance Sheet as at 31st March 2011, the Profit & Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Shri Laxmi Narayan Sharma, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint and fix the remuneration of Auditors To consider, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution. RESOLVED THAT M/s. Bharat D. Sarawgee & Co., Chartered Accountants, the retiring Auditor of the company be and is hereby reappointed as Auditor of the Company from the conclusion of this General Meeting and until the conclusion of the next Annual General Meeting and that the Board of Directors/Audit Committee of Directors of the Company be and is hereby authorized to fix their remuneration plus reimbursement of any out-of-pocket expenses that may be incurred, in connection with the audit. M/s. Bharat D. Sarawgee & Co. have intimated the Company that, if reappointed, their appointment will be within the limit laid down under section 224 of the Companies Act, Registered Office : Sir RNM House, 5th Floor 3B,Lalbazar Street Kolkata Date : 30th May, 2011 By Order of the Board For Global Capital Market & Infrastructures Limited I. C. Baid Chairman 2

4 NOTES : 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll to vote instead of himself / herself. The proxy need not be a member of the Company. A blank proxy form is enclosed. The proxy form duly stamped and executed should be deposited at the Registered Office of the Company. 2. The instrument appointing a Proxy must be lodged at the Registered Office of the Company at least 48 hours prior the time for holding the meeting. 3. The Share Transfer Books and Register of Members will remain closed from September 18, 2011 to September 23, 2011 (both days inclusive). 4. A copy of all the documents referred to in the accompanying explanatory statement are open to inspection at the Registered Office of the Company on all working days except holidays upto the date of AGM and at AGM. 5. Members are requested to produce the enclosed Attendance Slip duly signed as per the specimen signature recorded with the Company/Depository Participant for admission to the meeting hall. 6. The identity/signature of Members holding shares in electronic/demat form is liable for verification with the specimen signatures furnished by NSDL/CDSL. Such Members are advised to bring the relevant identity card issued by the Depository Participant to the Annual General Meeting. 7. Members holding shares in physical form are requested to notify immediately any change in their address and bank particulars to the Company or Share Transfer Agent and in case their shares are held in dematerialized form, this information should be passed on directly to their respective depository participants and not to the Company or Share Transfer Agent, without any delay. 8. Pursuant to SEBI Circular, the Shareholders holding shares in physical form are requested to submit self attested copy of PAN at the time of sending their request for share transfer/transmission of name/transposition of name. 9. In all correspondence with the Company, members are requested to quote their account/folio nos. and in case their shares are held in dematerialized form, they must quote their DP ID and Client ID No. 10. Members holding shares in physical form can now avail the facility of nomination in respect of shares held by them pursuant to the amendment in the Companies act, The prescribed form (Form 2B) can be obtained from the office of the RTA of the Company. Members desiring to obtain this facility may send their Nomination Form (in duplicate) duly filled in, to the Company or its Share Transfer Agent by quoting their respective folio nos. 11. Members are requested to bring copies of Annual Report to the Annual General Meeting. 12. Members are requested to send their queries in regard to the accounts at least 10 days in advance to the Registered Office of the Company The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. and Calcutta Stock Exchange Association Ltd. and Listing Fees for the financial year have been paid to both the Exchanges. Registered Office : Sir RNM House, 5th Floor 3B,Lalbazar Street Kolkata Date : 30th May, 2011 By Order of the Board For Global Capital Market & Infrastructures Limited I. C. Baid Chairman 3

5 DIRECTORS REPORT, MANAGEMENT DISCUSSION & ANALYSIS TO THE SHAREHOLDERS Your Directors have pleasure in presenting their Twenty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March Financial Results Year Ended Year Ended Income Profit before Tax & extraordinary item Less : Provision for Taxation Profit after Tax Add : Profit brought forward from Previous Year Balance carried forward Dividend In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review. Performance Highlights and Future Plans With the economic revival gathering momentum, a clutch of growth trajectory initiatives enabled your Company to deliver positive growth and further consolidate its presence in the core business. FY 2011 has been both challenging and momentous for your Company. The resilience and inherent strength of your Company s updated and timely taken decisions have enabled your Company to deliver better performance with improvements across key parameters in FY2011. Global Capital Market & Infrastructures Limited (GCMIL) is a NBFC Company and its main source of Income is NBFC activities i.e. Interest on Loan. Other source of Income is from the investment in Stock Market. GCMIL is in the area of project finance with banks Corporate Bodies and HNIs. Your Company has, in order to reduce credit risk, improved security coverage and higher marginal rate of return and increased its exposure in the area of Promoters Funding, where it faced competition from NBFCs only. During the year, the Company has diversified its business in the other business like Infrastructure sector, Software business in order to maximize its returns however your Company is in initial stage of these businesses and thus it is too early to comment on the future earning from these businesses. During the year your Company has started its business in infrastructure business by way of involving itself with one of the popular shows TV Serial Big Boss by way of providing infrastructure facility to said show management. In software business the Company has started the business of providing software solutions to Mobile operators. During the last financial year, the Company has sub-divided face value of its Equity Shares from Rs. 10/- to Re. 1/- with effect from 9th November 2010 with a view to create more liquidity on the trading platform so the Investors can buy and sell shares in narrow gap and in quantity of their desire. Further, during the year the Company had come out of Preferential Issue of 11,950,000 Equity shares of Re. 1/- each at premium and thus raising the paid up Capital from Rs. 236,985,000/- to Rs. 248,935,000/- on 30th December Most part of fund so raised through Preferential Issue has been used in diversified business of Infrastructure and Software business. In FY13, the Company is hopeful of doing better in its core business in Financing and Investment activities as well as in the diversified business like Infrastructure business as well as Software business. Risk & Concerns Despite new risks, the global economic recovery is gaining strength and the IMF projected a 4.5% world growth in 2011 and While growth in emerging economies remains strong, while in the US and European region is slowly 4

6 5 gaining momentum. Some of economies of the developed nations are still a concern with the Euro zone being the most vulnerable as rating agencies continue to downgrade the sovereign rating of many of economies in this region. The natural disaster in Japan, sharp increase in oil prices consequent to the turmoil in the Middle East and North America is fuelling uncertainty to the pace of global recovery. Globally, elevated food and commodity prices accompanied by the spike in oil prices have endangered inflation concerns. The Indian Economy registered improved growth and was amongst the better performers aid emerging market economies. Central statistical Organizations recent estimated Indian GDP growth rate of 8.6% for is consistent with the RBI s projections for the same period. While the area sown under the Rabi Corp is higher than last year which augurs well for agricultural production, the index of industrial productions continues to be volatile. The other indicators such as latest Purchasing Managers Index, direct and indirect tax collections, merchandise exports and bank credit suggest that growth momentum persists. However, continuing uncertainty about energy and commodity prices may vitiate the investment climate, posing a threat to the current growth trajectory. Inflation remains a challenge for the Indian Economy and the key risks are tighter monetary conditions and rising prices earning into the customer s disposable income. Overview Your Company is one of the better players in the Financing activities and also in the Investing activities. Apart from said activities the Company has also entered into the business of Infrastructure and Software business. The Company is proud to be associated with one of well known and popular TV serial Big Boss in its initial stage of business of infrastructure business. Further since the demand of Mobile Phones is increasing tremendously and this will create an opportunity to the Company to provide value added services like different software which are used in Mobile Phone and thus will increase its profitability in the new sector of business also. Internal Control Systems and Adequacy Your Company believes in formulating adequate and effective internal control systems and implementing the same strictly to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The Internal Control systems is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of Internal Control system and suggests improvements for strengthening them. The Company has a robust Management Information System which is an integral part of the control mechanism. Material Development in Human Resources The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR Initiatives are taken to align the HR Policies to the growing requirements of the business. The Company has a structures induction process at its business locations and management development programmes to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff. Technical and safety training programmes are given periodically to its lower grade staff. Relations with its employees remain cordial entirely during the year. Cautionary Statement Statements in the Management Discussions and Analysis describing the Company s objectives, projections, estimates, expectations may be forward looking statements. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Company s performance include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government Regulations, tax laws, statues and other incidental factors.

7 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. Management There is no Change in Management of the Company during the year under review. Directors Shri Laxmi Narayan Sharma retires by rotation at the ensuing Annual General Meeting and offers himself for reappointment. Auditors M/s. Bharat D. Sarawgee & Co., Chartered Accountant is hereby appointed as Auditor of the company from the conclusion of this Annual General until the conclusion of the next Annual General Meeting. The Company has received a certificate from them to the effect that their reappointment as Auditors, if made, would be within the limits as prescribed under section 224(1-B) of the Companies Act, 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, Corporate Governance Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Company s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report. Statutory Information The Company being basically in the finance and Investment sector, hence the requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us. Particulars of Employees People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company s plan. By far the employee s relations have been cordial throughout the year. The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL. Particulars under section 217 (1) (e) of the Companies Act, 1956 The Company is engaged in the business of finance, Infrastructure & Software Sectors. Hence, the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be. The Company has not earned or used foreign exchange earnings/outgoings during the year under review. Cash Flow Statement The Cash Flow Statement for the year ended 31st March 2011 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith. 6

8 Directors Responsibility Statement In compliance with Section 217(2AA) of the Companies Act 1956, the Directors report that : 1. The preparations of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Accounting Practices. 2. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. 3. Proper and sufficient care has been taken for the maintenance of then adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The annual accounts have been prepared on a going concern basis. Corporate Social Responsibility (CSR) Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society. Appreciations Your Directors wish to place on record their appreciation on the contribution made by employees at all levels but for whose hard work, solidarity and support your Company s achievements would not have been possible. Your Directors also with to thank the customers, service providers, investors and bankers for their continued support and faith reposed in the Company. By Order of the Board For Global Capital Market & Infrastructures Limited Place : Kolkata Date : 30th May, 2011 I. C. Baid Chairman 7

9 ANNEXURE TO THE DIRECTORS REPORT The Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges furnishes its report on the code on Corporate Governance : Company s philosophy on Code of Corporate Governance A better Corporate Governance implies transparency, accountability and equity, in all facets of the Company s operations and its management and in all its interactions with its stakeholders, including shareholders, employees, the government and lenders. A company which maintains a good practice of Corporate Governance would be able to optimize the use of financial and human resources at its disposal resulting into various benefits to the investors, customers, creditors, employees and the society in general. The Company s core philosophy on the code of Corporate Governance is to ensure Fair and transparent business practices; Accountability for performance; Transparent and timely disclosure of financial and management information; Effective management control and monitoring of executive performance by the Board; and Adequate representation of promoter, executives and independent directors on the Board. A report on the implementation of the Corporate Governance Code of the Listing Agreement by the Company is furnished below. The Certificate of Corporate Governance from the Statutory Auditors of the Company confirming compliance of the conditions of Corporate Governance is annexed hereto. Board of Directors Composition of Directors The Board of Directors consists of professionals drawn from diverse fields and brings in a wide range of skills and experience to the Board. The Company is managed by the Board of Directors in coordination with Senior Management team. The day to day operations of the Company are conducted by the Chairman and Managing Director subject to the supervision and control of the Board of Directors. The Non-Executive Directors including the independent Directors bring external, wider perception and independence in the decision making. The Composition of the Board of Directors, meets the requirements of Clause 49(I) (A) of the Listing Agreement. None of the Directors on the Board is a member of more than ten committees and Chairman of more than five committees (as specified in Clause 49), across all companies in which they are Directors. The 9 Meetings of Board of Directors during the year under review was held on 29th May, 13th August, 15th September, 9th November, 12th November, 31st October and 30th December in year 2010 and on 30th January and on 8th February in the year The details regard to attendance of Directors at Board Meetings / Shareholders Meetings, the number of Directorship(s) held in Indian Public Limited Companies and the position of Membership/Chairmanship of Audit Committee and Shareholders/Investors Grievances Committee in such Indian Public Limited Companies is given below :- Name of Director Category of No. of Board Attendance No. of other Committee Committee Director Meetings in the AGM Directorship Chairmanship Membership attended held in other Public Ltd. Co. Mr. I. C. Baid Promoter-Non Executive 9 Yes 2 3 Mr. L. N. Sharma Executive 7 Yes 1 Mr. A. K. Das Independent-Non Executive 9 Yes Mr. Amitabha Shukla Independent-Non Executive 7 Yes 2 8

10 9 Directors sitting fees was paid to each of Director of the Company during the year under review and amount of sitting fees was Rs. 8000/- to each Director. However no Remuneration was being paid to any of Directors during the year under review. Audit Committee The Audit Committee consists of two Independent Directors & the Managing Director. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise. The primary purpose of the Audit Committee is to assist the Board of Directors (the Board ) of Global Capital Market & Infrastructures Ltd., (the Company ) in fulfilling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, any stock exchange and others, (b) the Company s compliances with legal and regulatory requirements, (c) the Company s independent auditors qualification and independence, (d) the audit of the Company s Financial statements, and the performance of the Company s internal audit function and its Independent Auditors. Authority and Responsibilities 1. The Audit Committee reviews the Company s financial reporting process, disclosure of accounting treatment, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter, Compliance with listing and other legal requirements relating to financial statements, disclosure norms, internal control systems, risk management policies, accounting policies and practices, ensuring the quality and appropriateness of the Company s accounting and financial disclosures as well as quarterly/half yearly financial statements. It recommends appointment of Statutory Auditors fixes audit fees and reviews internal control systems, Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern, scope for observations of the auditors and adequacy of the internal audit function, discussion with internal auditors any significant findings and follow up there on, To review the functioning of the Whistle Blower mechanism, Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate etc. In addition to the above, Audit Committee reviews the followings : 1. Management discussion and analysis of financial condition and results of operations; 2. Statement of significant related party transactions submitted by management; 3. Management letters / letters of internal control weaknesses issued by the statutory auditors and qualification in draft audit report; 4. Internal audit reports relating to internal control weaknesses; 5. The appointment, removal and terms of remuneration of the Chief internal auditor; The members of Audit Committee met four times on 29th May, 13th August, & 12th November in year 2010 and on 8th February in year 2011 during the financial year ended on 31st March Name Number of Meetings Held Meetings Attended Mr. A. K. Das* 4 4 Mr. I. C. Baid 4 4 Mr. Amitabh Shukla 4 4 *Chairman of Committee Remuneration Committee The Remuneration Committee during the year comprised of three Directors namely, Shri I. C. Baid, Shri A. K. Das and Shri L. N. Sharma. The remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. However, none of the Directors has been given any remuneration during the year under review except Meeting Fees.

11 Shareholders / Investors Grievance Committee Share Transfer Committee The Board of Directors has constituted Share Transfer Committee under the Chairmanship of Mr. A. K. Das and other directors namely Mr. I. C. Baid & Mr. Amitabh Shukla. The members of Share Transfer Committee met four times on 2nd June, 31st July and 30th October in year 2010 & on 29th January 2011 during the financial year ended on 31st March Name Number of Meetings Held Meetings Attended Mr. I. C. Baid 4 4 Mr. Alok Kr. Das* 4 4 Mr. Amitabh Shukla 4 4 *Chairman of Committee Investor Grievance Committee The Board of Global Capital Market & Infrastructures Limited has constituted a Committee of Directors, which interalia also functions as Shareholders/Investors Grievance Committee, consisting of three members, chaired by a Non- Executive, Independent Director. The Committee meets once a month and inter-alia, deals with various matter relating to : Transfer/transmission/transposition of shares; Consolidation/splitting of shares/folios; Issue of Share Certificates for lost, sub-divided, consolidated, rematerialize, defaced etc; Review of Shares dematerialized and all other related matters; and Investors grievances and redressal mechanism and recommend measures to improve the level of Investor Services. The Share Department of the Company and the Registrar and Share Transfer Agent, R & D Infotech Pvt. Ltd. attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges and Registrar of Companies etc. The Minutes of Shareholders /Grievances Committee are noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and addresses to facilitate prompt action. Compliance Officer The Company has appointed Mr. Shrenik Choraria as a Compliance Officer within the meaning of Listing Agreement. Composition of Committee and Meetings attended During the year, twelve meetings of the Committee of Directors were held on April 2, May 3, June 1, July 1, August 2, September 1, October 1, November 2, and December 1st in year 2010 and on January 3, February 1 and March 2 in year Brief Details of Names, Position, Category and meeting attended by Members of Committee is as follows : Name Position Category Meetings Attended Mr. I.C.Baid Member Promoter, Non-Executive 12 Mr. Amitabh Shukla* Member Non-Executive Director 12 Mr. Alok Kr. Das Chairman Non-Executive Director 12 *Chairman of Committee 10

12 11 Details of Shareholders Complaints During the year the Company received 37 complaints from its Members. All the Complaints were resolved during the year except 2 Complaints remaining unresolved at the end of Financial Year ending on 31st March 2011 and the same has been resolved during financial year The Company has designated ID under Clause 47(f) of Listing Agreement and the same is global1995@rediffmail.com to lodge Investor complaints. General Body Meetings The details of the previous three Annual General Meetings held is as under : Annual General Meeting Date & Time Venue 21st Annual General Meeting 24th September 2010, AM 30, Dr. N. G. Road,Kolkata th Annual General Meeting 29th September 2009, AM 30, Dr. N. G. Road,Kolkata th Annual General Meeting 26th September 2008, AM 30, Dr. N. G. Road,Kolkata Special Resolution passed at last three Annual General Meetings : A Special Resolution has been passed in the Annual General Meeting held on 24th September 2010 in order to empower Company to apply to National Stock Exchange of India Ltd. (NSE) to list its shares on NSE. Passing of Resolution by Postal Ballot : Resolutions have been passed by way of Postal Ballot Rules 2001 on 20th October 2010 & 14th December, However no businesses have been transacted by way of Postal Ballot Rules during preceding three financial years. On 20th October 2010, the Members of Company have approved by Postal Ballot, sub-division in face value of Equity Shares of the Company from Rs. 10/- to Rs. 1/- to create liquidity in the market. Resolutions have also been passed by Members for alteration in Capital Clauses of Memorandum & Articles of Association to give effect of sub-division of face value of Shares. On 14th December 2010, the Members of Company have approved by Postal Ballot, increase in Authorized Capital of Company from Rs. 24 Crore to Rs. 30 Crore, to amend Capital Clauses of the Company to give effect of increased Authorized Capital. Further Resolution has also been passed by Members to alter object Clause of Memorandum by way of inserting new clause of providing software solutions to its client, by way of consultancy, trading and developments and also to deal in software and hardware business. Apart from above, the Members of the Company have approved to issue and allot Equity Shares of Re 1/- each at a price of Rs. 11/- per Shares on Preferential basis under ICDR Regulations 2009 to Non-Promoters group. The purpose of raising such fund was to meet capital requirement of the Company as well as to invest such fund in new business of Infra-Projects and Software solutions. At the forthcoming Annual General Meeting, there is no item on the agenda that needs approval by Postal Ballot. Extra-Ordinary General Meeting (EGM) No Extra-Ordinary General Meetings have been conducted during preceding three financial years. Board Disclosures Risk Management The Company has a Risk Management Policy which has been adopted by the Board of Directors, currently, the Company s risk management approach comprises of the following :- Governance of Risk Identification of Risk Assessment of Control of Risk The risks have been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees.

13 The Company has appointed a Risk Officer and also put in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions. Risk Officer will make a presentation periodically on risk management to the Board of Directors and the Audit Committee. The Board and the Audit Committee provide oversight and review the risk management policy periodically. Subsidiaries The Company does not have any Subsidiary or Holding Company. Insider Trading The Securities and Exchange Board of India (SEBI) has over the years introduced various amendments to the Insider Trading Regulations of 1992 which ordain new action steps by corporate and other market intermediaries for the purposes of prevention of Insider Trading. Pursuant to the above requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading (The Code) with effect from October 1, The Code is applicable to all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Compliance Officer has been appointed for monitoring adherence to the said Regulations. Disclosures (a) There are no transactions with related parties i.e. with Promoters, Directors, Management, Subsidiaries or Relatives that may have potential conflict of interest with the Company at large. (b) There has been no instance of non-compliance by the Company on any matter related to Capital Markets and hence the question of penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or any Statutory Authority does not arise. (c) In Compliance with the Securities & Exchange Board of India (Prohibition of Insider Trading Regulations, 1992) as amended till date, on Prohibition of Insider Trading, the Company has a comprehensive Code of Conduct and the same is being strictly adhered to by its management, staff and relevant business associates. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. However whistle blower policy has not been formed during the year under review. Further, we affirm that no personnel have been denied access to the Audit Committee. (d) Share Reconciliation Statement (Formerly known as Secretarial Audit Report) :- A qualified Practicing Company Secretary carried out Secretarial Audit on quarterly basis to reconcile the total admitted capital with Central Depositary Services (India) Ltd. (CDSL) and National Securities Depository Ltd. (NSDL) and the total issued and listed capital. The secretarial audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. Disclosures on Non-Mandatory Requirements The Company has adopted/complied with the following non-mandatory requirements as prescribed in Annexure I D to Clause 49 of Listing Agreement with the Stock Exchange :- a) The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director. b) We publish our quarterly results and half yearly results in widely circulated newspapers whereas we did not send half yearly results to any of shareholders. c) The financial statements of the Company are unqualified. d) The Board of Directors of the Company at its meeting held on 30th June 2009 has adopted the Whistle Blower Policy and appointed an ombudsperson. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Company s Code of Conduct Policy. No Employee has been denied access to the Audit Committee. 12

14 Means of Communications The Company regularly provides information to the Stock Exchanges as per the requirements of the listing Agreement. The Quarterly/Half Yearly/Nine Months & Annual Results have been submitted to Stock Exchanges at Calcutta and Mumbai and published in the leading English Newspapers i.e. Financial Express and in vernacular language Newspaper i.e. Kolkata. During the financial year ended 31st March 2012 the Company has started to post its Quarterly Results/Half Yearly/ Nine Months & Annual Results on its website. No formal representations were made to Institutional Investors or Analysts during the year under review. Management Discussion and Analysis forms part of the Annual Report will be posted to the shareholders of the Company. General Shareholder Information Detailed information in this regard is provided in section Shareholders Information which forms part of this Annual Report. Shareholders Information a. Next Annual General Meeting The information regarding 22nd Annual General Meeting for the financial year ended on 31st March 2011 is as follows : Date : 23rd September, 2011 Time : A.M. Venue : Shyamal Smriti Parishad, 30, Dr. Nagen Ghosh Road, Kolkata b. Financial Calendar : 1st April to 31st March c. Future Calendar : Subject Matter Date Financial Reporting of 1st Quarter ended on 30th June th August, 2011 Financial Reporting of 2nd Quarter ended on 30th September th November 2011 Financial Reporting of 3rd Quarter ended on 31st December th February 2012 Financial Reporting of 4th Quarter ended on 31st March th May 2012 Date of Annual General Meeting During September 2012 d. Date of Book Closure : September 18 to September 23, (Both days inclusive) e. Dividend Payment : No Dividend has been recommended for the year under review. f. Listing of Shares : Calcutta Stock Exchange Association Ltd. (CSE) and Bombay Stock Exchange (BSE). g. Custody Charges & : Annual Custody Charges to NSDL & CDSL and Annual Listing Listing Fees Fees for Financial year have been paid. h. Stock Code & : BSE (530263), CSE(17056) ISIN Code INE 062C01018 on both CDSL & NSDL 13

15 i. Market Price Data : BSE BSE Sensitive Index Month High (Rs.) Low (Rs.) Volume (Nos.) High Low April ,34, May ,39, June ,26, July ,78, August ,68, September ,22, October ,94, November 2010* ,08,18, December ,41,50, January ,20,14, February ,35, March ,10,94, * Sub-division in face value of Equity Shares j. Registrar & Share Transfer Agent M/s. R & D Infotech Pvt. Ltd. has been appointed as Registrar & Share Transfer Agent for all work relating to share registry in terms of both physical and electronic mode. All transfer, transmission, request related to correspondence/queries, intimation of change of address etc. should be addressed to our RTA directly at the following Address : M/s. R & D Infotech Pvt. Ltd. 22/4,Nakuleswar Bhattarjee Lane, Kolkata Tel : , Fax : E mail : rdinfotech@yahoo.com. Website : k. Share Transfer Systems The Share transfer is processed by the Registrar & Share Transfer Agent, R & D Infotech Pvt. Ltd. and approved by Share Transfer Committee, if the documents are complete in all respects, within 21 days from the date of lodgment. l. Shareholding Pattern as on 31st March 2011 Categories No. of Shares % of Shareholding Promoters, Directors, Relatives & Person acting in concert 12,45, Mutual Funds & UTI 9,41, Others (NRI) Private Corporate Bodies 39,977, Indian Public 195,561, Total 248,935,

16 m. Distribution of Shareholding as on 31st March The distribution of shareholding of equity shares as on 31st March, 2011 is given below : No. of No. of Share % of Share Total No. of % of Share Equity Shares Holders Holders Shares Held Holding and Above Total n. Dematerialization of Shares & Liquidity The Company s Equity Shares are in Demat trading segment and the Company had established connectivity with both NSDL & CDSL by signing the necessary agreements. Procedures for dematerialization / rematerialization of Equity Shares :- Shareholders seeking demat / remat of their shares need to approach their Depository Participants (DP) with whom they maintain a demat account. The DP will generate an electronic request and will send the physical share certificates to Registrar and Share Transfer Agents of the Company. Upon receipt of the request and share certificates, the Registrar will verify the same. Upon verification, the Registrar will request NSDL/CDSL to confirm the demat request. The demat account of the respective share holder will be credited with equivalent number of shares. In case of rejection of the request, the same shall be communicated to the shareholder. In case of remat, upon receipt of the request from the shareholder, the DP generates a request and verification of the same is done by the Registrar. The Registrar then requests NSDL or CDSL to confirm the same. Approval of the Company is being sought and equivalent numbers of shares are issued in physical form to the shareholder. The share certificates are dispatched within one month from the date of issue of Shares. The Shares of Company are traded on Bombay Stock Exchange and Calcutta Stock Exchange Association Ltd % of the Company s Equity Share Capital held under Public category has been dematerialized up to 31st March o. Unclaimed Dividend Pursuant to Section 205C of the Companies Act, 1956, Dividends that are unpaid/unclaimed for a period of seven year from the date of they became due for payment are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government. At the end of year 2011, no unclaimed dividend is pending for payment to its investors. p. Nomination Individual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination forms can be obtained from the Company s Registrar and Share Transfer Agent. 15

17 q. Listing Fees & Annual Custodial Fees The Company has paid the Annual Listing Fees for year to Calcutta Stock Exchange Association Ltd. Annual Custodial Fees to both the Depositories for the year have also been paid. r. Brief Resume of the Directors Seeking Re-Appointment Mr. L. N. Sharma, Aged 55 Years, B. Com., is involved in Real Estate Consultancy and have vast experience in the area of Financial Market & Real Estate related activities since last 30 years. He is not holding any shares of the Company either in his name or in the name of his family members as on 31st March Further, he is not on the Board on any other Listed Company. s. Details on use of Public Funds Obtained in the last three years : During the Financial Year, the Company has raised sum of Rs Crore by way of issue of Shares on Preferential basis to meet its business requirements and to implement its growth plan and expand its business in multi segments. Out of Rs Crore Fund raised, sum of Rs Crore was used in NBFC Business, Rs Crore was invested in shares and securities for time being whereas 1.02 Crore was invested in Infra Projects, which is one of the new line of businesses and balance fund was used in other new line of business namely Software solution business. t. Investors Correspondence Shareholders can contact the following Officials for secretarial matters of the Company :- Mr. Shrenik Choraria : global1995@rediffmail.com u. Outstanding GDRs./ADRs/Warrants or any convertible instruments, conversion data likely impact on Equity : Not Applicable. v. Code of Conduct The Board of Directors of the Company has laid down Code of Conduct for Directors and for Senior Management & Employees. All Board Members and Senior Management have affirmed compliance with the Code of Conduct for the year under review. Declaration to this effect signed by the Managing Director & Chief Executive Officer is annexed to this report. w. Address for Correspondence Sir R. N. M. House, 3B, Lalbazar Street, 5th Floor, Block No.2, Kolkata x. Website Address of the Company By Order of the Board For Global Capital Market & Infrastructures Limited Place : Kolkata Date : 30th May, 2011 I. C. Baid Chairman 16

18 CHAIRMAN S DECLARATION ON CODE OF CONDUCT As required by Clause 49 of Listing Agreement, the CEO s Declaration for Code of Conduct is given below : The Members of Global Capital Market & Infrastructures Limited (a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the company s affairs and are in compliance with existing accounting standards, applicable laws and regulations. (b) There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company s code of conduct. (c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. (d) They have indicated to the auditors and the Audit committee (i) significant changes in internal control over financial reporting during the year; (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company s internal control system over financial reporting. (e) We further declare that all Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the current Financial Year. For Global Capital Market & Infrastructures Limited I. C. Baid Chairman 17

19 COMPLIANCE CERTIFICATE FROM COMPANY SECRETARY To The Board of Directors We have examined the registers, records and papers of as required to be maintained under the Companies Act, 1956, the rules made there under and also the provisions contained in the Memorandum and Articles of Association and Article of Association of the Company for the year ended March 31, Based on our examination as well as information and explanations furnished by the Company to us and the records made available to us, we report that. 1. Equity Shares of the Company are listed at BSE & CSE. 2. All the requisite registers and other records required under the Act and the Rules made there under have been maintained in accordance with the requirements of the Act. 3. All the requisite forms, returns and documents have been filed with the Registrar of Companies and other authorities as required under the Act and Rules made thereunder. 4. All the requirements of the Act relating to the meetings of the Directors, Shareholders and Committees of the Board as well as relating to maintenance of the minutes of the proceedings there at have been complied with. 5. The Board of Directors of the Company is duly constituted. 6. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of Section 299 of the Companies Act, The Company has raised fund by way of issuing Equity Shares on Preferential Basis during the financial year Share Certificates have been delivered to the transferee within Applications for transfer and transmissions of the Shares have been registered within the prescribed for this purpose. 9. The provisions of Companies Act, 1956, relating to declaration and payment of Dividend have been complied with. 10. The amounts borrowed by the Company from Banks/Bodies Corporate are within the borrowing limits of the Company. There are no borrowings which are outstanding as on March 31, Necessary approval of Directors, Shareholders, Central Government and other authorities, wherever applicable and required under the Companies Act, 1956, have been obtained. Kolkata Date : 30th May, 2011 Dhiraj Agarwal Company Secretary C. P. No

20 AUDITORS REPORT TO THE MEMBERS OF We have audited the attached Balance Sheet of, as at 31st March, 2011, the Profit and Loss Account of the company and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 1. As required by the Companies (Auditor s Report) Order, 2003, as amended by the Companies Auditor Report Amendment Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of the information and explanations given to us and the books and records examined by us in the normal course of our audit and to the best of our knowledge and belief, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 2. Further to our comments in the Annexure referred to above, we report that : (a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. (c) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts. (d) In our opinion, the Balance Sheet as at 31st March, 2011 and Profit and Loss Account and Cash Flow Statement for the year ended on that date comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable. (e) On the basis of written representations received from the individual directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, (f ) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, including the Balance Sheet and the Profit & Loss, Cash Flow and read together with other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; (i) in the case of the Balance Sheet, of the state of affairs of the Company as on 31st March, 2011 (ii) in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date and (iii) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date. 3. (a) The Company has obtained certificate of Registration U/s. 45 ( IA) of the Reserve Bank of India Act, 1934 (2 of 1934). (b) The Board of Directors has passed a resolution for the non- acceptance of any public deposits. (c) The Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning of bad and doubtful debts as applicable to it. For BHARAT D. SARAWGEE & CO. Chartered Accountants Place : Kolkata Dated : 30th May, Bharat D. Sarawgee Partner M. No.- F ICAI REG. NO E

21 ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 1 of our report of even date 1. The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. We are informed that all the fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification. No disposal of a substantial part of the fixed assets of the Company has taken place during the year. 2. The Stock-in-trade has been physically verified by the management at reasonable intervals during the year. The procedure of physical verification of stock of shares followed by the management is reasonable and adequate in relation to the size of the company and nature of business. The Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of stock of shares as compared to book records. 3. The Company has not taken any unsecured loan from Companies, firms or other parties listed in the Register Maintained under Section 301 of the Companies Act, 1956 and the Company has not granted any unsecured loans to Companies, firms or other parties listed in the Register Maintained under Section 301 of the Companies Act, 1956.The rate of interest and other terms and conditions on which the unsecured loans was given by the Company, were prima facie not prejudicial to the interests of the Company or its members. The payment of the principal amount and interest was as stipulated. 4. The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. We have not come across any weaknesses in internal control. 5. The transactions that are required to be entered into the Register in pursuance of Section 301 of the Companies Act 1956 have been so entered. 6. According to the information and explanations given to us, the Company has not accepted any deposits from the public.hence the provisions of Section 58A and 58AA of the Companies Act, 1956, Companies (Acceptance of Deposits) Rules, 1975 and directives issued by the Reserve Bank of India in this respect, are not applicable. 7. In our opinion and according to the explanation given to us, the Company has adequate internal audit system commensurate with its size and nature of its business. 8. The Company is regular in depositing undisputed statutory dues including provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st march, 2011 for a period of more than six months from the date they became payable. a. According to the information and explanations given to us, there are no dues outstanding of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess on account of dispute. 9. The Company does not have any accumulated losses in the current and immediately preceding Financial Year and has not incurred cash losses in the Current Year as well as in the immediately preceding financial year. 10. The Company is not required to maintain any cost records under section 209(1)(d) of the Companies Act, The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 12. Proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and securities and other investments are held by the company in its own name. 13. In our opinion and according to the information and explanations given to us, the nature and activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies. 14. The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions. 15. The company has not raised any term loans, so the provisions are not applicable to the Company. 16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no fund raised on short term basis have been used for long term investments. No long term funds have been used to finance short term requirement. 20

22 17. During the year, the Company has not issued and allotted any Equity shares to parties and companies covered in the register maintained under section 301 of the Act. 18. The Company has not raised any money during the reporting year through any public issue except preferential issue of equity shares in the financial year No fraud on or by the Company has been noticed or reported during the course of our audit. 20. The other provisions of the Order do not appear to be applicable for the year under report. For BHARAT D. SARAWGEE & CO. Chartered Accountants Place : Kolkata Dated : 30th May, 2011 Bharat D. Sarawgee Partner M. No.- F ICAI REG. NO E 21

23 AUDITORS CERTIFICATE ON COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT To The Members, Global Capital Market & Infrastructures Ltd. We have examined the compliance of Corporate Governance by Global Capital Market & Infrastructures Ltd. for the year ended March 31, 2011 as prescribed in Clause 49 of the Listing Agreement of your Company with various stock exchanges. The Compliance of the conditions of corporate governance is the responsibility of the Management. Our examination was limited to procedures adopted by the Company for ensuring of neither the conditions of Corporate Governance.It was neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representation made by the Directors and Management, we certify that the company has complied with the conditions on Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreements. As required by the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants, we state that the Registrars of the Company have certified that as on 31st March 2011 there were two investor grievances remaining pending. We further state that such compliance is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company. For BHARAT D. SARAWGEE & CO. Chartered Accountants Place : Kolkata. Dated : the 30th May, 2011 Bharat D. Sarawgee Partner M. No.- F ICAI REG. NO E 22

24 BALANCE SHEET AS AT 31ST MARCH 2011 I Schedule As at 31st March 2011 As at 31st March 2010 No. Rs. Rs. Rs. Rs. SOURCES OF FUNDS Shareholders Funds a) Share Capital 1 248,935, ,985,000 b) Reserves & Surplus 2 147,262,353 22,251,457 Deferred Tax Liability 3,306,180 2,994, ,503, ,230,819 II APPLICATION OF FUNDS FIXED ASSETS 3 a) Gross Block 28,651,290 32,450,749 b) Depreciation 11,117,389 15,361,561 Net Block 17,533,901 17,089,188 INVESTMENTS 4 117,281,207 52,131,512 CURRENT ASSETS, LOANS & ADVANCES 5 a) Current Assets 100,664,646 44,148,598 b) Loans & Advances 240,573, ,159, ,237, ,307,866 LESS : CURRENT LIABILITIES AND PROVISIONS 6 a) Current Liabilities 74,523,964 74,067,410 b) Provisions 5,317,986 2,522,753 NET CURRENT ASSETS 79,841, ,396,010 76,590, ,717,704 MISCELLAEOUS EXPENDITURE 3,292,415 3,292,415 (To the extent not written off or adjusted) 399,503, ,230,819 III NOTES ON ACCOUNTS 10 The Schedules referred to above form an integral part of the Balance Sheet. This is the Balance Sheet referred to in our Report of even date. For BHARAT D.SARAWGEE & CO. Chartered Accountants 23 For and on behalf of the Board BHARAT D. SARAWGEE I. C.BAID L. N. SHARMA Partner Director Director Membership No. : F61505 ICAI REG. No E Kolkata, 30th May, 2011

25 24 PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011 Year Ended Year Ended Schedule 31st March st March 2010 No. Amount Amount Rs. Rs. Rs. Rs. REVENUE I. REVENUE FROM OPERATIONS NBFC BUSINESS Interest 23,713,373 20,962,403 Other financial Activities 94,268, ,982,330 60,631,697 81,594,100 INFRASTRUCTURES BUSINESS 14,370,967 - SOFTWARE BUSINESS 1,213,575 - II. OTHER INCOME 7 434, ,237 III. TOTAL REVENUES(I+II) 134,001,372 81,822,337 IV. EXPENDITURE Expenses relating to Infrastructure 8,158,264 - Expenses relating to Software 295, Purchases of Stock-in-trade 155,077,314 67,976,648 Changes in inventories of finished (52,039,279) 324,103 goods,work-in-progress and Stock-in-Trade Employee benefits expense 9 2,419,110 2,109,776 Finance Cost - Depreciation & amortisation Exps. 3,101,970 3,602,038 Administrative & Other Expenses 8 6,500, ,513,899 3,719,870 77,732,435 TOTAL EXPENDITURE 123,513,899 77,732,435 PROFIT /(LOSS) BEFORE TAX 10,487,473 4,089,902 Provision for Tax Current 3,172,829 1,619,257 Deferred 311,818 3,484,647 (236,979) 1,382,278 Net Profit after Tax carried down 7,002,826 2,707,624 Profit & Loss Appropriation Account for the year ended 31st March 2011 By Net Profit brought forward 7,002,826 2,707,624 Loss on Sale of Assets 969,461 - Contingent Provision against Standard as per RBI Directives 522,469 - Special Reserve created U/s. 45IC of the RBI Act ,400, ,525 4,110,331 2,166,099 Profit /(Loss) brought forward from previous year 3,354,620 1,188,521 Balance carried forward to Balance Sheet 7,464,951 3,354,620 NOTES ON ACCOUNTS 10 The Schedules referred to above form an integral part of the Profit & Loss Account. This is the Balance Sheet referred to in our Report of even date. For BHARAT D.SARAWGEE & CO. Chartered Accountants For and on behalf of the Board BHARAT D. SARAWGEE I. C.BAID L. N. SHARMA Partner Director Director Membership No. : F61505 ICAI REG. No. : E Kolkata, 30th May, 2011

26 SCHEDULES TO THE ACCOUNTS 25 As at 31st March 2011 As at 31st March 2010 Rs. Rs. 1. SHARE CAPITAL AUTHORISED 30,00,00,000 Equity Shares of Re.1/- each (240,00,000 Equity shares of Rs.10/- each) 300,000, ,000,000 ISSUED, SUBSCRIBED AND PAID UP 24,89,35,000 Equity Shares of Re.1/- each (236,98,500 Equity shares of Rs.10/- each) 248,935, ,985,000 TOTAL 248,935, ,985, RESERVES & SURPLUS General Reserve 12,485,190 12,485,190 Share Premium Account 119,500,000 Special Reserve ( as per RBI Guidelines) 7,812,212 6,411,647 Profit & Loss Account 7,464,951 3,354, ,262,353 22,251, FIXED ASSETS ASSETS GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK As on Additions Sales/ As on As on For On As on As on As on 1/4/2010 during Adjustment 31/03/2011 1/4/2010 the Sales/ 31/03/ /3/ /3/2010 the year year Adjustment Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. a) Data Processing Equipment 25,515,992 4,081,538 8,999,435 20,598,095 13,387,671 2,863,572 7,346,142 8,905,101 11,692,994 12,128,321 b) Plant & Machinery 2,710, ,438-3,428,947 1,258,580 90,811-1,349,391 2,079,556 1,451,929 c) Furniture & Fitting 4,224, ,000-4,624, , , ,896 3,761,352 3,508,938 TOTAL 32,450,749 5,199,976 8,999,435 28,651,290 15,361,561 3,101,970-11,117,389 17,533,901 17,089,188 Previous Year 26,163,452 6,287,797-32,450,749 11,759,523 3,602,038-15,361,561 17,089,188 14,403,929 4 INVESTMENTS As at 31st March 2011 As at 31st March 2010 Nos. Rs. Nos. Rs. QUOTED Bank of India Ltd 100 3, ,300 Bharat Commerce Ltd Essar Shipping Ltd 183 5, ,966 J.K.Corpn Ltd Jackson Investment Ltd 662,000 6,620, ,000 6,620,000 Motorol India Ltd 500 1, ,000 ONGC Ltd 88,000 28,548, Tuni Textile Ltd 228,570 36,601, Timken India Ltd TOAL(A) 979,375 71,781, ,805 6,631,512 UNQUOTED GCM Securities limited 910,000 45,500, ,000 45,500,000 TOAL(B) 910,000 45,500, ,000 45,500,000 TOAL(A+B) 1,889, ,281,207 1,572,805 52,131,512 Market Value of Investment 253,707, ,213,238

27 SCHEDULES TO THE ACCOUNTS As at 31st March 2011 As at 31st March 2010 Rs. Rs. Rs. Rs. 5 CURRENT ASSETS,LOANS & ADVANCES A. CURRENT ASSETS i) Stock-in-trade 78,514,902 26,475,623 ii) Sundry Debtors (Considered good) a) Exceeding six months - - b) Other Debts 3,619,316 3,619,316 1,398,227 1,398,227 iii) Cash & Bank Balances Cash-in-hand 5,158,311 4,571,578 With Scheduled Banks 12,772,117 4,253,171 (on Current Accounts) Fixed Deposit 600,000 18,530,428 7,450,000 16,274,749 Total (A) 100,664,646 44,148,598 B. LOANS & ADVANCES (Unsecured,considered good) i) Loans 208,987, ,333,735 ii) Advances recoverable in cash /kind or for value to be received 26,545,135 23,513,330 iii) Advance payment of Tax & TDS 5,040,525 4,312,203 Total (B) 240,573, ,159,268 GRAND TOTAL (A + B) 341,237, ,307, CURRENT LIABILITIES & PROVISIONS A. CURRENT LIABILITIES Sundry Creditors 69,639,805 73,285,402 Other Liabilities 4,884, ,008 Total (A) 74,523,964 74,067,410 B. PROVISIONS a) Contingent Provision against Standard Assets 522,469 b) Provision for Taxation 4,795,517 2,522,754 Total (B) 5,317,986 2,522,754 GRAND TOTAL (A+B) 79,841,950 76,590,163 26

28 SCHEDULES TO THE ACCOUNTS Year Ended Year Ended 31st March st March 2010 Rs. Rs. Rs. Rs. 7 OTHER INCOME Dividend 184, ,912 Interest on I.T.Refund 64,860 50,990 Bank Interest 185,527 61, , ,237 8 OPERATING AND ADMINISTRATIVE EXPENSES Advertisement 51,695 36,547 Statutory Audit Fees 15,442 14,000 Other Services 27,784 43,226 10,000 24,000 Bank Charges 10,349 24,746 Books & Periodicals 51,505 36,365 Computer Maintenance 143,418 38,091 Professional Fees 111,400 - Conveyance Expenses 234, ,407 Depository & Registrar charges 252, ,824 Directors Meeting Fees 32,000 32,000 Donation 207,200 - Filing Fees 303,000 4,000 Electricity Charges 141,742 62,745 General charges 271, ,072 Insurance charges 38,399 37,078 Interest on Bank Loan 96,487 76,434 Leave & License Fees 504, ,000 Legal Fees - 32,000 Listing Fees 425,654 93,615 Office Maintenance 102, ,000 Postage & Telegram 405,589 93,438 Printing & Stationaries 118,098 64,177 Repairs & Maintenance 199, ,893 Telephone charges 1,037, ,721 Travelling Expenses 1,718,396 1,043,717 6,500,871 3,719, Employees Benefit Expenses Salary & Bonus 2,101,645 1,823,218 Staff Welfare 317, ,558 2,419,110 2,109,776 27

29 10. NOTES ON ACCOUNTS 1. Significant Accounting Policies The accounts are prepared under the historical cost convention and comply with the mandatory accounting standards issued by the Institute of Chartered Accountants of India. The significant accounting policies followed by the company are as stated below : a. Inventories Stock-in-trade has been valued at cost or market price whichever is lower. b. Revenue Recognition Items of Income and Expenditure are recognized on accrual and prudent basis. c. Fixed Assets and Depreciation Depreciation on fixed assets have been provided for on straight line method as per the rates prescribed under schedule XIV of the said Act. d. Investments All investments are held or intended to be held for one year or more and therefore considered a long term investments and valued at cost as per AS 13 issued by ICAI. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management. e. Taxes on Income Provision for Current Income Tax is made on the taxable income using the applicable tax rates and tax laws. Deferred tax assets or liabilities arising on account of timing differences, which are capable of reversal in one or more subsequent years is recognized using the tax rates and tax laws that have been enacted or subsequently enacted. Deferred tax assets in respect of unabsorbed depreciation and carry forward losses are not recognized unless there is\ sufficient assurance that there will be sufficient future taxable income available to realize such losses. f. Retirement Benefits The Payment of Gratuity Act, 1972 is not applicable to the company as the no. of employees in the company is below the threshold minimum. Therefore, the company has no liability on account of retirement benefits in lieu of Accounting Standard 15(Revised) on Employee Benefit. Leave Encashment are paid within the accounting year and no leave balances are carried forward. g. Miscellaneous Expenditure No Miscellaneous Expenditure is written off during the year. h. Contingent Liability, if any are disclosed by way of notes. 2. Deferred Taxation The Company has accounted for Deferred Tax in accordance with the Accounting Standard 22 Accounting for Taxation on Income issued by ICAI. Current year s deferred tax Liabilities (Net) arising on account of timing difference in respect of depreciation has been provided for against current year s income and Credited to Deferred Tax Liability Account. 3. The company has transferred 20% of the current profit to the Statutory Reserve as required by the Ordinance issued by the Government of India on 9th January, 1997 in respect of Non-Banking Financial Companies. Further a Contingent Provision against Standard of loan has been made in accordance with the notification dated 17th January 2011 issued by RBI. 4. During the financial year the Company has split the face value of its shares from Rs.10/- to Re.1/-. Moreover, the Company has increased its Share Capital by issuing 1,19,50,000 shares of Re.1/- on preferential basis at a premium of Rs.10/- per share. The Company has no Share Capital outstanding as at the beginning or end of the year. Hence, there is no requirement of preparing Share Reconciliation Statement 5. Earning per share (As per Accounting Standard 20) Basis for calculation of basic and diluted earning per share is as under : 28

30 29 Particulars Profit after taxation Rs. 70,02,826 27,07,624 Weighted average no. of equity shares Nos. 24,89,35,000 2,36,98,500 Basic and Diluted Earning per share Rs Face value per share Rs. 1/- 10/- 6. Related party Disclosure (Accounting Standard 18) A. Relationships 1. Wholly owned subsidiary - None 2. Associate Company - None 3. Companies under the common control of the Promoters GCM Securities Limited GCM Commodity & Derivative Pvt. Ltd. 4. Key Management Personnel I.C.Baid L.N.Sharma B. Transactions There has been no related party transactions during the year under review except Normal share transactions executed through GCM Securities Ltd., Member of National Stock Exchange and Bombay Stock Exchange and M/s. I.C. Baid & Co., Member of Calcutta Stock Exchange and co, and commodity transaction through GCM and BSC Commodity & Derivative Pvt. Ltd. 7. Impairment of Assets The management of the company has, during the year carried out technological evaluation for identification of assets, if any, in accordance with Accounting Standard 28. Based on the judgment of the management and as certified by the Directors, no provision for impairment is found to be necessary in respect of any assets. 8. Segment Reporting The company is currently engaged NBFC Segment, Infrastructure Segment & Software Segment. We have given Segmental Reporting as required as per Accounting Standard Previous year s figures have been rearranged / regrouped wherever necessary including Cash Flow Statement. 10. The Company has no dealings with any Small Micro and Medium Enterprises. 11. Particulars in Respect of Opening Stock, Purchases, Sales and Closing Stock for the year ended 31st March, Opening Stock Purchases Sales Closing Stock No. of Shares Amount No. of Shares Amount No. of Shares Amount No. of Shares Amount ,475, , ,077, ,221 92,217, ,906 78,514,902 Previous Year 763,621 26,799, ,690 67,976, ,555 58,965, ,756 26,475, Details of Closing Balance of Stock-in-Trade As per Annexure A For BHARAT D.SARAWGEE & CO. Chartered Accountants For and on behalf of the Board BHARAT D. SARAWGEE I. C.BAID L. N. SHARMA Partner Director Director Membership No. : F61505 ICAI REG. No. : E Kolkata, 30th May 2011

31 10. Additional Information as required under Part IV of Schedule VI of the Companies Act, 1956 BALANCE SHEET ABSTRACT AND COMPANY S GENEAL BUSINESS PROFILE I. REGIATRSTION DETAILS Registration No State Code 21 Balance Sheet Date 31st March 2011 II. III. CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousand) Public Issue Rights Issue Bonus Issue Private Placement POSITION MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousand) Total Liabilities 399,504 Total Assets 399,504 SOURCE OF FUNDS Members Capital 248,935 Reserves & Surplus 147,262 Deferred Tax Liability 3,306 Secured Loans - UnSecured Loans - APPLICATION OF FUNDS Net Fixed Assets 17,534 Investments 117,281 Net Current Assets 261,396 Misc. Expenditure 3,292 Acculumated Losses IV. PERFORMANCE OF THE COMPANY(Amount in Rs. Thousand) Total Income 134,001 Total Expenditure 123,514 Profit/(Loss) before Tax 10,487 Profit/(Loss) after Tax 7,003 Earning per share 0.02 (in Re. Annualised) Dividend Rate (%) (Prorata) V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY (As per Monetary terms) Item Code No.(ITC code) Product Description N.A. N.A. For BHARAT D.SARAWGEE & CO. For and on behalf of the Board Chartered Accountants BHARAT D. SARAWGEE I. C.BAID L. N. SHARMA Partner Director Director Membership No. : F ICAI REG. No. : E Kolkata, 30th May

32 31 ANNEXURE A Particulars As at 31st March 2011 As at 31st March 2010 Quantity Value Quantity Value Nos. Rs. Nos. Rs. (A) Quoted 1 Accentia Technologies Ltd - - 6, ,000 2 Reliance Media Works Ltd , ,905 3 Albert David Ltd ,900 21,750 4 Apollo Tyres Ltd 16,000 1,031, ,125 5 Bharat Bijlee Ltd 50 21, ,818 6 Chennai Petroleum Corpn.Ltd ,750 7 Cerebra Integrated Technologies Ltd 2,000 13,000 2,000 13,000 8 Coal India Ltd 4,997 1,579, Dena Bank 26,000 2,776, DLF Ltd - - 1, , Escorts Limited 1, , Edelweiss Capital Ltd , , EIH Ltd , , Electrosteel Castings Ltd , , Emrald Commercial Ltd. 130,500 5,220, ,500 5,220, Essar Steel Ltd , GMR Infrastructure Ltd 200 8, , Gujarat Industrial Power Co. Ltd , , Harig Crankshaft Ltd 10,000 5,300 10,000 5, Himachal Futuristic & Communication Ltd 800 6, , Hindustan Oil Exploration Co. Ltd Hindustan Organic Chemicals Ltd Housing Development & Infrastructure Ltd 18,000 3,279,600 1,032 77, ICSA (India) Ltd 100 8, , IDFC Ltd , , IFCI 85,940 4,390,960 5, , India Glycols Ltd , Indraprastha Gas Ltd , , Infosys Technology , IOC 13,200 4,146,354 1, , ITC Ltd 15, ,040 15, , Jaiprakash Associates Ltd , Jaiprakash Hydro-Power Ltd , , Jayaswal Neco Industries Ltd 1,000 7,920 1,000 7, Khaitan India Ltd Khoobsurat Ltd. 288,500 14,425, ,000 14,800, Kingfishers Airlines Ltd 2,550 85,298 2,550 85, Kirloskar Oil Engines Ltd 2, ,700 2, , Larsen & Toubro Ltd , , Magnum Venture Ltd. 1,000 5,600 1,000 5, Maharashtra Polybeutene Ltd 5,000 10,550 5,000 10, Manaksia Ltd , Mandya Finance Ltd 3,400 8,500 3,400 8, Mangalore Chemicals & Fertilizer Ltd 1,000 11,900 1,000 11, Meghmani Organics Ltd 1,000 6,800 1,000 6,800

33 ANNEXURE A Particulars As at 31st March 2011 As at 31st March 2010 Quantity Value Quantity Value Nos. Rs. Nos. Rs. 46 NCL Research & Financial Consultants Ltd 129, , , , NEPC India Ltd , Netflier - - 1,535 14, Network 18 Limited 2, , Nicco Corporation Ltd 500 1, , Orchid Chemicals & Pharmaceuticals Ltd , Platiunum Corporation Ltd 25,000 8,250 25,000 10, Prakash Industries Ltd Prism Cement Ltd 2,500 57,000 2,500 57, PTC India Ltd 2, ,900 2, , Punj Lloyd Ltd , , PVP Ltd 22, ,500 22, , Ram Infomatics Ltd 2,000 10,800 2,000 11, Rana Sugar Ltd 2,000 11,800 2,000 14, Rashtriya Chemicals & Fertilizers Ltd 2,000 74,900 2,000 74, Reliance Capital Ltd , , Reliance Indutries Ltd. 18,525 18,468, , Reliance Infrastructure Ltd , , Reliance Petroleum Ltd , Reliance Power Ltd 6, , , Resorgimento Industrial Co. Ltd. 1, ,500 1, , Satyam Computers Ltd 3, ,225 3, , SGN Telecom Ltd 10,000 3,100 10,000 4, Sical Logistic Ltd 1,900 36,670 1,900 36, SRF Ltd 4, ,200 4, , State Bank of India , , Sterlite Limited 56,000 9,506, Tamilnadu Petroproducts Ltd 1,500 12,375 1,500 12, Tata Consultancy Services Ltd 7,287 7,508, , Tata Power Co. Ltd , , Tata Steel Ltd 1, , , Themis Medicare Ltd 1,000 52,450 1,380 72, Videocon International Ltd , , Unitech Ltd , ,164 TOTAL (A) 938,906 78,514, ,356 26,350,623 (B) Unquoted 1 Arya Commodities (P) Ltd - - 3,500 35,000 2 Ashika Credit Capital Limited ,000 3 Nutan Trade & Credit Pvt Ltd ,000 TOTAL (B) - - 4, ,000 TOTAL (A + B) 938,906 78,514, ,756 26,475,623 Market Value of Quoted shares 270,833, ,063,897 32

34 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2011 (Pursuant to Clause 32 of the Listing Agreement) Rs. Rs. A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax and Extraordinary items 10,487,473 4,089,902 Adjustment for : Depreciation 3,101,970 3,602,038 Interest Income Dividend Income (184,113) (115,912) Profit on sale of Investments Miscellaneous Income (250,387) (112,325) Miscellaneous Expenditure written off Operating Profit before Working Capital charges [ I ] 13,154,943 7,463,703 Adjustment for : (Increase)/Decrease in Sundry Debtors (2,221,089) 23,183,113 (Increase)/Decrease in Loans & Advances (17,685,724) 16,562,430 (Increase)/Decrease in Inventories (52,039,279) 324,103 Increase/ (Decrease) in Current Liabilities 456,554 (26,349,021) (Increase)/ Decrease in Fixed Deposits 6,850,000 (6,900,000) Direct Tax Paid for current year Tax adjustments in respect of earlier years (900,066) (2,757,469) Total [ II ] (65,539,604) 4,063,156 Cash Generated from Operations [ I +II ] (52,384,661) 11,526,859 Taxes (paid)/refund received [ III ] (728,321) 1,516,072 Cash Flow before Extraordinary items [ I +II +III ] (53,112,982) 13,042,931 Extraordinary items Net Cash Flow from Operating activities (A) (53,112,982) 13,042,931 [ I +II +III ] B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (5,199,976) (6,287,297) Sale of Fixed Assets 683,832 (Increase)/Decrease in Investments (65,149,695) Dividend received 184, ,912 Interest received/receivables Profit on sale of Investments Miscellaneous Income 250, ,325 Net Cash used in Investing activities (B) (69,231,338) (6,059,060) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issue of Share Capital 131,450,000 Net Cash used in financing activities (C) 131,450,000 D. Cash and cash Equivalents (D) 8,824,749 1,840,879 E. Cash and cash Equivalents [ A+B+C+D ] 17,930,428 8,824,750 As per our report appended to the Balance Sheet. For BHARAT D.SARAWGEE & CO. Chartered Accountants 33 For and on behalf of the Board BHARAT D. SARAWGEE I. C.BAID L. N. SHARMA Partner Director Director Membership No. : F61505 ICAI REG. No. : E Kolkata, 30th May 2011

35 SCHEDULE TO THE BALANCE SHEET AS AT Non-Deposit taking & Non-Banking Financial Company [as required in terms of Paragraph 13 of Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007] PARTICULARS SL. LIABILITIES SIDE Amount Amount No. outstanding overdue (1) Loans and advances availed by the NBFCs inclusive of interest accrued thereon but not paid : (a) Debentures : Secured : Unsecured (other than falling within the meaning of public deposits) (b) Deferred Credits (c) Term Loans (d) Inter-corporate loans and borrowings (e) Commercial Paper (f) Public Deposits (g) Other Loans (2) Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued thereon but not paid) : (a) In the form of Unsecured Debentures (b) In the form of Partly Secured Debentures i.e., Debentures where there is a shortfall in the value of security (c) Other Public Deposits ASSETS SIDE Amount outstanding (3) Break-up of Loans and Advances including bills receivables [other than those included in (4) below] : (a) Secured (b) Unsecured 240,573,314 (4) Break-up of Leased Assets and Stock on Hire and other assets counting towards AFC activities (i) Lease Assets including lease rentals under sundry debtors : (a) Financial lease (b) Operating lease (ii) Stock on Hire including hire charges under sundry debtors : (a) Assets on Hire (b) Repossessed Assets (iii) Other loans counting towards AFC activities (a) Loans where assets have been repossessed (b) Loans other than (a) above 34

36 (5) Break-up of Investments : Amount outstanding Current Investments (Stock -in - Trade) : 1. Quoted : (i) Shares : (a) Equity 78,514,902 (b) Preference (ii) Debentures and Bonds (iii) Units of Mutual Funds (iv) Government Securities (v) Others 2. Unquoted : (i) Shares : (a) Equity - (b) Preference (ii) Debentures and Bonds (iii) Units of Mutual Funds (iv) Government Securities (v) Others Long Term Investments : 1. Quoted : (i) Shares: (a) Equity 71,781,207 (b) Preference (ii) Debentures and Bonds (iii) Units of Mutual Funds (iv) Government Securities (v) Others 2. Unquoted : (i) Shares : (a) Equity 45,500,000 (b) Preference (ii) Debentures and Bonds (iii) Units of Mutual Funds (iv) Government Securities (v) Others (Venture Funds) (6) Borrower group-wise classification of assets financed as in (3) and (4) above : Category Amount net of provisions Secured Unsecured Total 1. Related Parties (a) Subsidiaries (b) Companies in the same group (c) Other related parties 100, , Other than related parties 240,473, ,473,314 Total 240,573, ,573,314 35

37 (7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted) : Category Market Value/Break-up or Fair Value or NAV Book Value (Net of Provisions) 1. Related Parties (a) Subsidiaries (b) Companies in the same group 0 0 (c) Other related parties 45,500,000 45,500, Other than related parties 524,541, ,296,109 Total 570,041, ,796,109 (8) Other Informations : Particulars Amount (i) Gross Non-Performing Assets (a) Related Parties (b) Other than related parties (ii) Net Non-Performing Assets (a) Related Parties (b) Other than related parties (iii) Assets acquired in satisfaction of debt Note : 1. Advance Income tax, TDS, Income Tax/Interest Refund receivable, Self Assessment I. Tax/Interest Tax, Pre-paid Expenses & Deposits has not been treated as Loans & Advances as mentioned above under Sl. No. 3 & Sl. No Where Quotations/Break up value were not available, investments have been valued at cost price. For BHARAT D.SARAWGEE & CO. Chartered Accountants For and on behalf of the Board BHARAT D. SARAWGEE I. C.BAID L. N. SHARMA Partner Director Director Membership No. : F61505 ICAI REG. No. : E Kolkata, 30th May,

38 , "..-.." ', s - ~, -.' ~ I'! ,..- r+r - --a :..~ -. - o;;:r Sir R. N. M. House, 3B, Lal Bazar Street (5th Floor, Block-Z) Kolkata , India Phones: /9908, Fax: