Dear Shareholders,
Your directors (hereinafter referred to as the Board) have the pleasure
in presenting the 28th (Twenty-Eighth) Annual Report of GACM Technologies
Limited (Formerly Known as Stampede Capital Limited) ("the Company")
together with the Audited Financial Statements for the Financial Year ended March 31,
2023.
In compliance with the applicable provisions of the Companies Act,
2013, (including any statutory modification(s) or re-enactment(s) thereof, for the time
being in force) ("Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"),
this report covers the Financial Results and other developments in respect of the Company
during the Financial Year ended March 31, 2023, and up to the date of the Board Meeting in
which this report is approved.
1. FINANCIALS:
A. FINANCIAL AND OPERATION HIGHLIGHTS:
The Standalone Financial Performance of the Company for the year ended
March 31, 2023, as compared with that of the previous Financial Year 2021-22 is summarized
below:
(Figures1 Rs. In Lakhs)
Particulars |
Year Ended (Standalone) |
|
March 31, 2023 |
March 31, 2022 |
Operational & Other Income |
963.82 |
578.97 |
Total Expenses including Interest Expense and |
(1,085.45) |
(1386.98) |
Depreciation and Amortization Expense |
|
|
Loss before Exceptional Items and Tax |
(121.63) |
(808.01) |
Prior period items |
NIL |
NIL |
Exceptional Items |
NIL |
NIL |
Provision for diminution in the value of investments |
NIL |
NIL |
Loss before Tax |
(121.63) |
(808.01) |
Current Tax |
- |
- |
Loss after Tax |
(121.63) |
(808.01) |
The Consolidated Financial Performance of the Company for the year
ended March 31, 2023, as compared with that of the previous Financial Year 2021-22 is
summarized below:2
(Figures Rs. In Lakhs)
Particulars |
Year Ended (Consolidated) |
|
March 31, 2023 |
March 31, 2022 |
Operational & Other Income |
1,044.40 |
660.97 |
Total Expenses including Interest Expense and |
(1,160.71) |
(1463.40) |
1 Previous periods figures have been regrouped/rearranged
wherever necessary.
2 The Consolidated Financial Statements of the Company for the
Financial Year 2022-23 are prepared in compliance with the applicable provisions of the
Companies Act, 2013 (the Act?), Indian Accounting Standards (IND
AS?) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations?].
Depreciation and Amortization Expense |
|
|
Loss before exceptional items and tax |
(116.31) |
(802.45) |
Prior period items |
NIL |
NIL |
Exceptional Items |
NIL |
NIL |
Provision for diminution in the value of investments |
NIL |
NIL |
Loss before tax |
(116.31) |
(802.45) |
Current Tax |
1.38 |
1.46 |
Loss after tax |
(117.69) |
(803.91) |
The statement containing an extract of the financial statement of the
subsidiary is provided on the website of the Company at
http://gacmtech.com/static/subsidiaries-details.aspx.
B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:
Your Company reported a total Income of Rs. 963.82/- (In Lakhs) for the
Financial Year ended March 31, 2023, as against Rs. 578.97/- (In Lakhs) during the
previous Financial Year. The Company recorded a net loss of Rs. (121.63) (In Lakhs) as
against the net loss of Rs. (808.01)/- (In Lakhs) during the previous Financial Year.
Further, it may be noted that the Securities Appellate Tribunal
("SAT") vide its order dated August 11, 2022, allowed actions of exchanges
expelling the Company from the membership of the exchange, and thus Stock Broking business
of the Company was discontinued since then. The impugned order of SAT has taken to bits
the current business of the Company to a major extent along with present activities. Since
the business of the Company is discontinued leaving alone other business activities and as
part of the diversification policy, the Board of Directors in its meeting held on January
23, 2023, resolved to approve alteration in the Object Clause of the Company thereby
catering services of the Company in a more diversified fields of businesses. The said
alteration was subsequently approved by members of the Company vide Special Resolution
passed by Postal Ballot on April 20, 2023.
C. SHARE CAPITAL:
Authorized Share Capital:
During the Financial Year under review, there was no change in
Authorized share Capital of the Company. The Authorized Share Capital of the Company is
Rs. 100,00,00,000 /- (Rupees Hundred Crores only) divided into 88,00,00,000 (Eighty-Eight
Crore only) ordinary Equity Shares of Re. 1/- (Rupee One) each, 12,00,00,000 (Rupees
Twelve Crore only) equity shares-differential voting rights (DVR Equity shares) of Rs. 1
each.
Issued, Subscribed and Paid-Up Share Capital of the Company:
For Equity Share Capital with Normal Voting Rights:
The Members of the Company passed the Special Resolution through postal
ballot dated January 23, 2023 (Date of Declaration of Result is February 23, 2023) had
authorized Board of Directors to issue equity shares with Normal Voting Right (shares) of
the Company having face value of 1 each on preferential basis and also authorized Board of
Directors Resolution to issue equity shares with
Normal Voting Right (shares) of the Company having face value of 1 each
on preferential basis pursuant to conversion of loan. However, the Board of Directors of
the Company approved the allotment of 11,12,75,857 Equity Shares with Normal Voting Rights
on April 30, 2023, through a preferential basis.
In the context of the above, the Paid-up Share Capital with Normal
Voting Rights of the Company stands increased from Rs. 22,90,11,200/- to Rs.
34,02,87,057/-.
For Equity Share Capital with Differential Voting Rights:
The Members of the Company passed the Special Resolution in its
Extra-ordinary General Meeting held on October 10, 2021, authorized the Board of Directors
to issue equity shares with Differential Voting Rights (shares) of the Company having a
face value of 1 each on a preferential basis.
However, the Board of Directors of the Company approved the allotment
of 7,95,988 Equity Shares with Differential Voting Rights on October 09, 2022, on a
preferential basis.
In the context of the above, the Paid-up Share Capital with
Differential Voting Rights of the Company stands increased from Rs. 5,72,52,800/- to Rs.
5,80,48,788/-.
Further, the Members of the Company passed the Special Resolution
through postal ballot dated January 23, 2023 (Date of Declaration of Result is February
23, 2023) had authorized Board of Directors to issue equity shares with Differential
Voting Right (shares) of the Company having face value of 1 each on preferential basis and
also authorized Board of Directors Resolution to issue equity shares with Differential
Voting Right (shares) of the Company having face value of 1 each on preferential basis
pursuant to the conversion of loan. However, the Board of Directors of the Company
approved the allotment of 10,60,439 Equity Shares with Differential Voting Rights on April
30, 2023, on a preferential basis.
In the context of the above, the Paid-up Share Capital with
Differential Voting Rights of the Company stands increased from Rs. 5,80,48,788/- to Rs.
5,91,09,227/-.
Changes in Paid-up share Capital of the Company in brief due to the
above allotments:
Sr. No. |
Nature of Equity Shares issued |
Date of passing Special Resolution |
Date of Passing Board Resolution for
allotment |
No of Shares issued |
Position of
Paid Up
share
Capital after
Allotment |
|
Normal Voting Rights on |
|
|
|
|
1. |
Preferential Basis Normal Voting Rights on |
23.02.2023 |
30.04.2023 |
11,12,75,857 |
34,02,87,057 |
2. |
Preferential Basis pursuant to conversion of Loan |
|
|
|
|
3. |
Differential Voting Rights on Preferential Basis |
10.10.2021 |
09.10.2022 |
7,95,988 |
5,80,48,788 |
4. |
Differential Voting Rights on Preferential Basis (fresh
Issue) Differential Voting Rights on Preferential Basis |
23.02.2023 |
30.04.2023 |
10,60,439 |
5,91,09,227 |
5. |
pursuant to conversion of Loan (Conversion of Loan) |
|
|
|
|
|
Total Paid Up share Capital as on date |
11,31,32,284 |
39,93,96,284 |
|
|
Further, the Board of Directors confirm that there has been no
deviation in the utilization of funds raised through a preferential issue from the objects
for which the funds were raised during the Financial Year under review and after the
closure of the Financial Year as per Sub Regulation 4 of Regulation 32 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
Statement of Utilization of Funds raised through allotment of DVR
Shares through Preferential Issue on October 09, 2022, as per Sub Regulation 7A of
Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Sr. No. |
Particulars |
Details |
|
|
GACM Technologies Limited (Formerly |
1. |
Name of listed entity |
|
|
|
known as Stampede Capital Limited) |
2. |
Mode of Fund Raising |
Preferential Issue |
3. |
Date of Raising Funds |
09-10-2022 |
4. |
Amount Raised |
Rs. 54,28,638/- (Rs. 0.543 in Crores) |
5. |
Monitoring Agency |
Not Applicable |
6. |
Is there a Deviation / Variation in use of
funds raised |
No |
|
If yes, whether the same is pursuant to change |
|
7. |
in terms of a contract or objects, which was
approved by the shareholders |
Not Applicable |
8. |
If Yes, Date of shareholder Approval |
|
9. |
Explanation for the Deviation / Variation |
|
10. |
Comments of the Audit Committee after review |
The Audit Committee has noted that there is no
deviation/variation in use of funds raised by issue of DVR Shares. |
11. |
Comments of the Auditors, if any |
No Comments |
Statement of Utilization of Funds raised through allotment of DVR
Shares through Preferential Issue on April 30, 2023, as per Sub Regulation 7A of
Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Sr. No. |
Particulars |
Details |
|
|
GACM Technologies Limited (Formerly |
1. |
Name of listed entity |
|
|
|
known as Stampede Capital Limited) |
2. |
Mode of Fund Raising |
Preferential Issue |
3. |
Date of Raising Funds |
30-04-2023 |
4. |
Amount Raised |
Rs. 9,73,00,000/- (Rs. 9.73 in Crores) |
5. |
Monitoring Agency |
Not Applicable |
6. |
Is there a Deviation / Variation in use of funds raised |
No |
7. |
If yes, whether the same is pursuant to change in terms of a
contract or objects, which was approved by the shareholders |
Not Applicable |
8. |
If Yes, Date of shareholder Approval |
|
9. |
Explanation for the Deviation / Variation |
|
10. |
Comments of the Audit Committee after review |
The Audit Committee has noted that there is no
deviation/variation in use of funds raised by issue of DVR Shares. |
11. |
Comments of the Auditors, if any |
No Comments |
Except as mentioned above, there has been no change in the paid-up
share capital of the Company during the Financial Year under review as the Company has
not:
? Issued Shares on Rights basis as per provisions of Section 62 of the
Companies Act, 2013; ? Issued Bonus Shares as per provisions of Section 63 of the
Companies Act, 2013; ? Issued any sweat equity shares as per provisions of Section 54 (1)
(d) of the Companies Act, 2013; ? Issued any equity shares under the Employees Stock
Option Scheme as per provisions of Section 62 (1) (b) of the Companies Act, 2013; and ?
Bought Back any shares as per provisions of Section 68 of the Companies Act, 2013.
D. DIVIDEND:
In view of the accumulated losses, your directors have not recommended
any dividend on Equity Shares for the Financial Year 2022-23.
E. TRANSFER TO RESERVES:
As there are losses for the Financial Year 2022-23, the Company did not
transfer any amount to reserves during the Year.
F. UNPAID DIVIDEND & IEPF:
The Company is not required to transfer any amount to the Investor
Education & Protection Fund (IEPF) and does not have an unclaimed dividend which
remains to be transferred to the Unpaid Dividend Account.
G. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Pursuant to the provisions of Section 186 of the Companies Act, 2013,
read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from
time to time (including any amendment thereto or re-enactment thereof for the time being
in force), Loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013 form part of Financial Statements provided in this Annual Report.
H. DEPOSITS:
During the Financial Year under review, the Company has not accepted or
renewed any amount falling within the purview of provisions of Section 73 of the Companies
Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the requirement for furnishing details relating to
deposits covered under Chapter V of the Act or the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.
2. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND
JOINT VENTURE COMPANIES:
During the Financial Year under review, the Company has one Unlisted
Wholly Owned Subsidiary, GAYIADI FINTECH Private Limited and has no Associate or Joint
Venture.
Report on Subsidiary of Company: Pursuant to the provisions of
Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the
Financial Statements, highlights of the performance of the subsidiary are furnished in
Form AOC -1 is annexed hereto and marked as Annexure - A and forms part of
this Report.
Financial Statements of Subsidiary of Company: The details
regarding the contribution of the subsidiary to the overall performance of the Company
during the Financial Year have been included in the Consolidated Financial Statements of
the Company for the Financial Year 2022-23 which is provided in this Annual Report.
Further, the Audited Standalone Financial Statements of the
subsidiaries are available on the website of the Company at
http://gacmtech.com/static/subsidiaries-details.aspx. Members interested in
obtaining a copy of the Audited Standalone Financial Statements of the subsidiaries may
write to the Company at the Registered Office of the Company or at cs@stampedecap.com /
info@stampedecap.com.
Policy for Material Subsidiary: In terms of Regulation 16 (1)
(c) of the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and Company?s Policy for
Determining Material Subsidiary, GAYIADI FINTECH
Private Limited continues to be a material subsidiary of your Company.
Independent Director of Subsidiary of Company: Further, in terms
of explanation to Regulation 24(1) of the Listing Regulations, the requirement of
appointing an Independent Director of the Company on the board of directors of GAYIADI
FINTECH Private Limited is currently not applicable.
Functions of Audit Committee for Subsidiary of Company: The
Audit Committee reviews the of subsidiaries of the Company, the investments made by the
subsidiary and the statement of all significant transactions and arrangements entered by
the subsidiaries, if any, in terms of the Listing Regulations. The minutes of board
meetings of the unlisted subsidiary companies and detailed presentations on business
performance (if any) of the material subsidiary, are placed before the Board.
Change in Nature of Business of Subsidiary of Company: During
the Financial Year under review, there has been no change in the nature of business of the
Subsidiary Company and there were no additions/deletions in the number of Associate
Companies, Joint Venture, and subsidiary of your Company as on March 31, 2023.
Remuneration drawn from Subsidiary Company: No director or key
managerial personnel has withdrawn remuneration or commission from GAYIADI FINTECH Private
Limited, a Wholly Subsidiary of the Company.
Loan to Subsidiary: During the Financial Year under review, the
Company has not provided any loan to its Subsidiary.
Secretarial Audit of Subsidiary of Company: In terms of Section
204 of the Act and Regulation 24A of the Listing Regulations, the Board of Directors
appointed M/s. Vishakha Agrawal & Associates, Practising Company Secretaries (CP
No. 15088), as Secretarial Auditor to conduct Secretarial Audit of the GAYIADI FINTECH
Private Limited, a material subsidiary of the Company for the Financial Year 2022-23. The
Secretarial Audit Report for GAYIADI FINTECH Private Limited is annexed hereto and marked
as Annexure - D and forms part of this Report.
a. Remuneration/commission drawn from Holding / Subsidiary Company:
Your Company does not have any Holding Company as on March 31, 2023.
Details pertaining to the subsidiary are covered herein above.
3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The Company has no Foreign Exchange Earnings and Outgo. Further, there
are no significant expenses on Conservation of Energy and Technology Absorption during the
Financial Year and hence reporting under Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of The Companies (Accounts) Rules, 2014 is not applicable.
4. RELATED PARTY TRANSACTIONS:
A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the
Financial Year were on an arm?s length basis and were in the ordinary course of
business as part of the Company?s philosophy of adhering to that they meet the
criteria of independence ("Declaration of Independence") as prescribed both
under the Companies Act, 2013 and Listing Regulations. There has been no change in the
circumstances, which has affected their status as independent directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by The Indian Institute of
Corporate Affairs, Manesar ("IICA").
B. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In compliance with the requirements of the Listing Regulations, the
Company has adopted and put in place a Familiarization Programme for Independent Directors
to familiarize Independent Directors inter-alia with the industry in which your Company
and its subsidiaries operate, the Company?s, culture, business model and its
operations in order to give them an insight into the Company?s business and its
functioning are introduced through induction sessions. A formal letter of appointment is
given to Independent Directors at the time of their appointment which lays down the
fiduciary duties, roles and responsibilities of an Independent Director. The terms and
conditions of appointment of Independent Directors is available on the website of the
Company at
http://gacmtech.com/files/downloads/otherReports/638163903197835740_Terms_and_Conditions_f
or_Appointment_of_ID.pdf
C. EVALUATION BY INDEPENDENT DIRECTOR:
In a separate meeting of Independent Directors, the performance of
non-independent directors, the performance of the Board as a whole and the performance of
the Chairman was evaluated, taking into account the views of the executive director.
D. OPINION OF THE BOARD OF DIRECTORS PERTAINING TO INDEPENDENT
DIRECTORS OF THE
COMPANY:
In the opinion of the Board of Directors of the Company, Mr. Anil
Thakur and Mr. Venkateswar Nellutla, Non-Executive Independent directors on the Board of
the Company are Independent of the management and complies with the criteria of
Independent Director as submitted by them under the Companies Act, 2013 and under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Companies Act, 2013.
Further, The Board is of the opinion that the Independent Directors of
the Company hold the highest standards of integrity, possess and the requisite expertise
and experience required to fulfil their duties as Independent Directors.
6. REMUNERATION POLICY, DISCLOSURE OF REMUNERATION &
PARTICULARS OF EMPLOYEES:
Remuneration Policy: In terms of Section 178 of the Act and the
Listing Regulations, the Board of Directors adopted a Remuneration Policy inter-alia
setting out the criteria for determining the remuneration of Executive Directors,
Non-Executive Directors, Senior Management and other employees of the Company.
The Remuneration Policy is also available on the website of the
Company. at
http://gacmtech.com/files/downloads/otherReports/638163902461246049_Nomination_and_Re
muneration_Policy.pdf. The Board of Directors confirms that remuneration paid to the
Directors was as per the Remuneration Policy of the Company.
Employee Remuneration: The Company has an employee drawing
remuneration above the limits mentioned in Section 197 (12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, the details of the same is hosted on
the website of the Company at http://gacmtech.com/. The statement containing details of
employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available for inspection at the Registered & Corporate Office of the Company during
working hours for a period of 21 days before the date of the ensuing Annual General
Meeting. A copy of the statement may be obtained by shareholders by writing to the Company
at the Registered Office of the Company or at the investor. cs@stampedecap.com /
info@stampedecap.com.
7. MATTERS RELATING TO BOARD OF DIRECTORS:
A. MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY DURING THE
FINANCIAL YEAR 2022-23:
The Board and Committees meet at regular intervals inter-alia to
discuss, review and consider various matters including business performance, strategies,
policies and regulatory updates and impact. During the Financial Year under review, the
Board met 6 (Six) times on May 26, 2022, August 12, 2022, September 07,
2022, October 19, 2022, January 23, 2023, and March 20, 2023, in accordance with the
provisions of the Companies Act, 2013. The intervening gap between any two Meetings was
not more than the period prescribed by the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015. The Company has complied with
the applicable Secretarial Standards in respect of all the above Board Meetings. Details
with respect to the meetings of the Board of Directors and Committees held during the year
under review, including attendance by Directors / Members at such meetings have been
provided in the Corporate Governance Report which is annexed to and forms an integral part
of this Board?s Report.
B. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND
DIRECTORS:
The Board of Directors has adopted a formal mechanism for evaluating
various aspects of the Board?s functioning its performance and as well as that of its
committee i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and
individual directors. The criteria for performance evaluation of the Board include aspects
like composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance, experience, competencies etc. The exercise
was carried out through a structured evaluation process covering various aspects of the
Board functioning such as composition of the Board and Committees, experience and
competencies, performance of specific duties and obligations, governance issues etc. A
separate exercise was carried out to evaluate the performance of Individual Directors who
were evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgment, and safeguarding of minority shareholders interest The
Board of Directors expressed their satisfaction with the evaluation process as carried out
by Nomination & Remuneration Committee for the Financial Year under review.
8. APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS
DURING THE FINANCIAL YEAR 2022-23:
As on March 31, 2023, the Board of Directors of the Company comprised
of 6 (Six) Directors, including One (1) Executive Director designated as Managing
Director, Two (2) Whole Time Directors, Two (2) Non-Executive Independent Directors and
One (1) Non-Executive Non-Independent Women Director. The Chairman of the Board of
Directors is a Non-Executive Independent Director. The Board composition is in compliance
with the requirements of the Act, and the Listing Regulations and the detailed composition
of the Board of Directors of the Company has been provided in the Corporate
Governance Report which is annexed to and forms an integral part of
this Board?s Report.
Appointment and Cessation:
During the Financial Year under review, on the basis of the
recommendation of the Nomination and Remuneration Committee, the Board of Directors in its
meeting held on January 23, 2023, appointed Mr. Venkateswar Nellutla (DIN: 09261084) as an
Independent Director of the Company, for a term of 5 (five) consecutive years commencing
from January 23, 2023, which was subsequently approved by members of the Company via
Special Resolution passed through Postal Ballot dated January 23, 2023 (Date of
Declaration of Result is February 23, 2023).
Mr. Parameshwar Botla (DIN: 02431490) has resigned from the position of
Non-Executive- Independent Director of the Company with effect from the closure of
business hours of February 22, 2023. Consequently, on cessation of directorship, he will
be ceased to be a member of the Committees of the Board of the Company.
Change in Designation:
During the Financial Year under review, there was no change in the
designation of any of the Directors of the Company.
Retirement by Rotation:
Mr. Srinivas Maya is retiring by rotation in this 28th
Annual General Meeting and is offering himself for reappointment. The necessary resolution
for the appointment has been included in the Notice of the 28th Annual General
Meeting which forms part of this Annual Report.
9. APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL
PERSONS DURING THE FINANCIAL YEAR 2022-23:
During the Financial Year under review, there was no appointment or
resignation of Key Managerial Personnel of the Company. However, after closure of
Financial Year, Mr. Abhishek Jain has resigned from the position of Company Secretary
& Compliance Officer of the Company W.E.F. August 03, 2023.
10. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:
As on the date of approval of the Directors? Report, the following
are the Committees of the Board of Directors of the Company constituted under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
Companies Act 2013 and applicable regulations of Securities and Exchange Board of India
(SEBI Regulations). The composition of the following Committees is also hosted on the
website of the Company at http://gacmtech.com/static/composition-of-committee.aspx.
A. AUDIT COMMITTEE
B. NOMINATION AND REMUNERATION COMMITTEE C. STAKEHOLDERS RELATIONSHIP
COMMITTEE
D. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
The constitutions, composition, terms of reference, details of meetings
and attendance of members of the aforementioned Committees have been provided in the
Corporate Governance Report which is annexed to and forms an integral part of this
Board?s Report.
E. CORPORATE SOCIAL RESPONSIBILITY:
As the Company does not fall under any of the threshold limits given
under the provisions of Section 135 of the Companies Act, 2013, the compliances under CSR
are not applicable to the Company.
F. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In accordance with the provisions of Section 177 (9) and (10) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in
place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards against
victimization of Director(s) or employee(s) who report genuine concerns under the
mechanism.
The employees of the Company have the right/option to report their
concerns/grievances to the Chairman of the Audit Committee. The Company is committed to
adhering to the highest standards of ethical, moral and legal conduct of business
operations. The policy is also available on the Company's website at
http://gacmtech.com/files/Policy/Whistle%20Blower%20Policy.pdf
G. RISK MANAGEMENT POLICY:
The Company is not required to constitute a Risk Management Committee
pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. However, the
Board of Directors in pursuance to Regulation 17 (9) (b) has laid down
a risk management plan to deal with the risks that might become threats to the existence
of the Company and subsequently affect the going concern status of the Company.
Also, the risk associated in the ordinary course of Business is duly
taken care of by the Board while taking business decisions. The elements of risk
threatening the Company's existence are very minimal and such minimal business risks and
their mitigation are considered in the annual/strategic business plans and in periodic
management reviews
11. AUDITORS & REPORTS:
A. STATUTORY AUDITORS OF THE COMPANY:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. Gorantla & Co., Chartered
Accountants (FRN: 016943S), the Statutory Auditors of the Company was appointed in the
Annual General Meeting held on September 30, 2021, for a term of Five Years (i.e., From
01.04.2021 to 31.03.2026) and they shall continue to be the Statutory Auditors of the
Company.
The Audit Report issued by M/s. Gorantla & Co., Chartered
Accountants (FRN: 016943S), for Financial Year 2022-23 is unmodified, i.e. it does not
contain any qualification, reservation or adverse remark or disclaimer.
B. SECRETARIAL AUDITORS OF THE COMPANY:
Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 inter-alia requires every Listed
Company to annex with its Board?s report, a Secretarial Audit Report given by a
Company Secretary in practice, in the prescribed form. The Board of Directors appointed M/s.
Vishakha Agrawal & Associates, Practising Company Secretaries (CP No. 15088), as
Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year
2022-23 and her report is annexed hereto and marked as Annexure - C Management
reply on observations marked out by Secretarial Auditor is given below:
Sr. No. |
Observations of the Secretarial Auditor |
Management Reply |
1. |
E-Form MGT-14 was filed after due date |
The suitable steps were taken by the Company after
identification. The said E-Forms were filed by Company |
2. |
E-Form AOC 4 was filed after due date |
with Additional Fees and as on date both forms have been
filed with the Registrar of Companies. |
Regulation 24 (A) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 also requires every Listed Company to annex with its
Board?s report, an Annual Secretarial Compliance Report given by a Company Secretary
in practice, in the prescribed form. The Board of Directors had appointed M/s. Vishakha
Agrawal & Associates, Practising Company Secretaries (CP No. 15088), who has
provided the Annual Secretarial Compliance Report for the Financial Year 2022-23 and her
report is annexed hereto and marked as Annexure E.
C. COST AUDITORS OF THE COMPANY:
During the Financial Year under review, in terms of Section 148 of the
Companies Act, 2013 the Company is not required to appoint Cost Auditor of the Company.
D. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):
During the Financial Year under review, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee or to the Board of Directors of the
Company.
E. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. This ensures that all transactions are authorized,
recorded and reported correctly, and assets are safeguarded and protected against loss
from unauthorized use or disposition. Your Company has adequate internal controls for its
business processes across departments to ensure efficient operations, compliance with
internal policies, applicable laws and regulations, protection of resources and assets and
appropriate reporting of financial transactions.
The Company has an Internal Audit function which is empowered to
examine the adequacy and compliance with policies, plans and statutory requirements. It
comprises experienced professionals who conduct regular audits across the Company?s
operations. The Company has also appointed a firm of Chartered Accountants as Internal
Auditors, who reviews the various functions of the Company thoroughly and report to the
Audit Committee. During the Financial Year under review, the control mechanism and the
process of testing controls were discussed with the Statutory Auditors. The Statutory
Auditors have submitted their report on Internal Financial Controls which forms an
integral part of this Report
The adequacy of the same has been reported by the Statutory Auditors of
your Company in their report as required under the Companies (Auditor's Report) Order,
2020.
The Company had appointed M/s. GANTA & CO Chartered Accountants,
as Internal Auditor of the Company for the Financial Year 2022-23.
12. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with the Companies (Management and Administration) Rules, 2014, the draft
Annual Return for the financial year ended March 31, 2023, in prescribed form No. MGT-7
is available on the website of the Company and can be accessed at:
http://gacmtech.com/static/annual-returns.aspx.
13. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of the
Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure F and
forms part of this Report.
14. CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report pursuant to Regulations 17 to 27,
clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as
Annexure G and forms part of this Report.
15. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:
There were no significant or material orders passed by the Regulators
or Courts or Tribunals impacting the Going Concern Status and your Company's operations in
future.
16. DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
(31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS THE END OF THE
FINANCIAL YEAR:
During the Financial Year under review, your Company, in the capacity
of a financial creditor, has not filed petitions before the National Company Law Tribunal
under the Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against
its customers, being corporate debtors.
17. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE
AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM
THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:
During the Financial Year under review, there has been no instance of a
one-time settlement against the loans with any Bank(s) or Financial Institution(s), and
hence this clause is not applicable.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF THE REPORT:
The said clause is not applicable since there is no material changes
that can affect the Financial Position of the Company between the end of the Financial
Year and the date of the Report.
19. LEGAL AND REGULATORY:
Compliance with laws and regulations is an essential part of your
Company's business operations. We are subject to laws and regulations in diverse areas
such as trademarks, copyright, patents, competition, employee health and safety, the
environment, corporate governance, listing and disclosure, employment and taxes. Frequent
changes in legal and regulatory regimes and the introduction of newer regulations with
multiple authorities regulating the same areas lead to complexity in compliance. We
closely monitor and review our practices to ensure that we remain compliant with relevant
laws and legal obligations.
20. SYSTEM AND INFORMATION:
Your Company's operations are increasingly dependent on IT systems and
the management of information. Increasing digital interactions with customers, suppliers
and consumers place even greater emphasis on the need for secure and reliable IT systems
and infrastructure, and careful management of the information that is in our possession.
The cyber-attack threat of un-authorised access and misuse of sensitive
information or disruption to operations continues to increase. To reduce the impact of
external cyber-attacks impacting our business, we have firewalls and threat monitoring
systems in place, complete with immediate response capabilities to mitigate identified
threats. Our employees are trained to understand these requirements.
21. SECRETARIAL STANDARDS OF ICSI:
In terms of provisions of Section 118 of the Companies Act, 2013, Your
Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India ("ICSI").
22. DIRECTOR?S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013 in relation to
the Audited Financial Statements of the Company for the Financial Year ended March 31,
2023, your directors hereby confirms that:
A. In the preparation of the Financial Statements, for the Financial
Year ended March 31, 2023, the applicable Accounting Standards have been followed and
there are no material departures; B. Appropriate accounting policies have been selected
and applied consistently and 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, 2023,
and of the loss of the Company for the Financial year ended March 31, 2023; C. Proper and
sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; D. They have
prepared the Financial Statements on a "Going Concern" basis.
E. Proper Internal Financial Controls were followed by the Company and
such internal financial controls are adequate and were operating effectively. F. Proper
systems to ensure compliance with the provisions of all applicable laws were in place and
that such systems were adequate and operating effectively.
The Board of Directors is also responsible for overseeing the
Company?s financial reporting process.
23. OTHER DISCLOSURES
A. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:
There were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the
Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is
furnished.
B. RECLASSIFICATION OF PROMOTER:
The Company received approval from BSE and NSE on May 10, 2022, for the
reclassification of the status of Mrs. Meenavalli Usha Rani and Mr. Meenavalli Venkat
Srinivas from Promoter to Public.
C. CHANGE OF NAME OF THE COMPANY:
The Board of Directors of the Company through a resolution passed by
circulation on September 05, 2022, approved to change of the name of the Company from
Stampede Capital Limited to GACM Technologies Limited which was subsequently
approved by members of the Company through a Special Resolution passed by Postal Ballot on
April 20, 2023.
D. SURRENDER OF THE LICENSE OF PORTFOLIO MANAGEMENT SERVICE:
The Board Directors of the Company in its meeting held on March 20,
2023, approved to surrender of the license availed by the Company for Portfolio Management
Services issued by the Securities and
Exchange Board of India ("SEBI") vide No. INP000006864
on August 26, 2019.
24. APPRECIATION / ACKNOWLEDGEMENT
Your directors take this opportunity to express their gratitude to all
stakeholders of the Company including the Ministry of Corporate Affairs, the Securities
and Exchange Board of India, the Government of India and other Regulatory Authorities, the
BSE Limited, the National Stock Exchange of India Limited, the Depositories, Bankers,
Financial Institutions, Members, Employees and Customers of the Company for their
continued support and trust.
|
|
By the Order of the Board of Directors For and On Behalf
of GACM Technologies Limited |
|
Place: Hyderabad |
|
|
|
Date: September 05, 2023 |
|
|
|
|
Sd/- |
|
Sd/- |
|
Jonna Venkata Tirupati Rao |
Anil Thakur |
|
|
Managing Director |
Chairman |
|
|
DIN: |
07125471 |
DIN: 08945434 |
|