| Dear members,
The Directors hereby present the 21st Annual Report together with the
Audited Statement of Accounts of Gajanan Securities Services Limited
for the year ended 31st March 2015.
FINANCIAL RESULTS
2014-15 2013-14
Particulars Current Year Previous Year
Total Income
Revenue from operations 5,11,211 12,01,554
Other income 9,47,763 38,182
Total Revenue (I) 14,58,974 12,39,736
Total Expenditure
a. Purchase of traded goods
(Shares & Securities) 4,64,380 32,836
b. Increase/(Decrease) in Stock (64,771) 2,72,362
c. Employee benefit expense 6,73,500 1,23,000
d. Finance Costs 28,077 -
e. Depreciation 82,116 2,08,782
f. Other Expenses 18,48,844 60,510
Total Expenditure (II) 30,32,146 6,97,490
Profit/(loss) for the year
before tax (15,73,172) 5,43,476
Tax Expense - 72,254
Profit/(loss) for the year
after tax (15,73,172) 4,71,222
Earnings per equity share
[nominal value (0.51) 0.15
of share Rs. 10
COMPANY'S PERFORMANCE AFFAIR
The Company has during the year traded in shares and the turnover in
shares was Rs. 5,11,211. Your Directors are positive about the
Company's operations and making best efforts to increase its
operations.
FUTURE OUTLOOK
The general business conditions affecting business are expected to
remain stable and company is expected to perform well.
DIVIDEND
Considering the present financial status of the Company, your
directors do not recommend any dividend for the year under report.
RESERVES AND SURPLUS
The Debit balance of Profit & Loss statement amounting to Rs.
(15,73,172) for financial year under review is transferred to
Surplus/(deficit) Account. The total reserves for the financial year
2014-15 is Rs. (41,23,370)
SHARE CAPITAL
The total paid up capital of the Company as on March 31, 2015 is Rs.
3,10,20,000/- comprising of 3102000 Equity Shares of Rs. 10/- each.
The arrears of Rs. 1,06,000/- against 14,200 equity shares which was
due on partly paid-up shares has been received during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of Companies Act, 2013, Mr. Natwar Lal
Bedia(DIN: 01011906) retires by rotation at the ensuing annual general
meeting and being eligible, offers himself for re-appointment. The
Board recommends his appointment for approval of members.
Also, in accordance with provisions of the Companies Act, 2013, Mr.
Aditya Poddar, has been appointed as Chief Financial Officer in place
of Mr. Ritesh Khaitan who vacated office as Chief Financial Officer on
31.03.2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
Each of the Independent Directors have submitted a declaration that
each of them meets the criteria of independence as provided in Section
149(6) of the Act and there has been no change in the circumstances
which may affect their status as independent director during the year.
REMUNERATION AND APPOINTMENT POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, the directors
would like to state that:
a) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were
reasonable and prudent so as to give true and fair view of the state
of affairs of the Company for the year under review.
c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) The directors have prepared the annual accounts on a going concern
basis.
e) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Financial Control System, which has been
designed to provide a reasonable assurance with regard to maintaining
of proper accounting controls, monitoring of operations, protecting
assets from unauthorized use or losses, compliance with regulations
and for ensuring reliability of financial reporting.
AUDITORS AND AUDITOR'S REPORT:
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. P.K.C & Co., Chartered Accountants, were
appointed as statutory auditors of the Company from the conclusion of
the twentieth annual general meeting (AGM) of the Company held on May
28, 2014 till the conclusion of the twenty third AGM to be held in the
year 2017, subject to ratification of their appointment at every AGM.
Auditor's Observations are self- explanatory read with notes on
accounts and need no further explanation. SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. The report of the
Secretarial Auditors is enclosed as ANNEXURE G to this report.
The Secretarial Audit Report does not contain any qualification.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established by the Board of Directors. The
Vigil Mechanism Policy has been uploaded on the website of the Company
at www.gaianansec.com.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT-9 as a part of this Annual
Report as ANNEXURE E.
PARTICULARS OF EMPLOYEES:
As none of the employees of the Company was in receipt of remuneration
in excess of the limits prescribed, information as per section 217(2A)
of the companies Act, 1956 and applicable provision of companies Act,
2013 during the Financial Year under review, particulars of the
employees pursuant to said provisions are not required to be given.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangement entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto are disclosed in From No.
AOC-2 and the same is enclosed herewith as ANNEXURE F
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
a) Conservation of energy
(i) the steps taken or impact on
conservation of energy Nil
(ii) the steps taken by the company
for utilizing alternate sources Nil
of energy
(iii) the capital investment on energy
conservation equipment's Nil
(b) Technology absorption
(i) the efforts made towards
technology absorption Nil
(ii) the benefits derived like product
improvement, cost reduction, Nil
product development or import
substitution
(iii) in case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year)-
(a) the details of technology imported Nil
(b) the year of import; Nil
(c) whether the technology been
fully absorbed Nil
(d) if not fully absorbed, areas where
absorption has not taken Nil
place, and the reasons thereof
(iv) the expenditure incurred on Research
and Development Nil
Foreign Exchange Earnings and Out-Go
During the period under review there was no foreign exchange earnings
or out flow.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial
relationship with workers and employees at all levels.
OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
1. Your Company has not provided Loans, Guarantees or made Investment
pursuant to Section 186 of the Companies Act, 2013;
2. The Provision of Section 135 of the Act with respect to Corporate
Social Responsibility (CSR) is not applicable to the Company, hence,
there is no need to develop policy on CSR and take initiative thereon;
3. The Company do not have any subsidiary, joint venture or, associate
Company, hence, no need to state anything about the same;
4. The Company has not accepted deposits covered under Chapter V of
the Act;
5. No significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future.
6. There are no employees who are in receipt of salary in excess of
the limits prescribed under Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
OTHER PARTICULARS
The provisions of the Companies Act, 1956 and applicable provisions of
Companies Act, 2013 relating to employees, conservation of resources,
foreign exchange and outflows are not applicable to the Company for
the period under review.
CORPORATE GOVERNANCE
As required in the Clause 49 of the Listing Agreement with the Stock
Exchanges, a report on Corporate Governance along with a certificate
from P.K.C & Co., Chartered Accountants, regarding Compliance of
Conditions of Corporate Governance, Management Discussion & Analysis
Report and Certification by CEO and CFO are given as Annexure- A, B, C
and D which form part of this Report.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, your Company has adopted in the
revised Code of Conduct for Internal Procedures to Regulate, Monitor
and Report Trading by Insiders.
ACKNOWLEDGEMENT
Your Directors thank and deeply acknowledge the co-operation and
assistance received from the Company's Bankers providing their
wholehearted co-operation and assistance. The Directors also express
their deep appreciation for the dedicated and sincere services
rendered by the officers and other employees of the Company.
Place: 9/12, Lal Bazar Street On behalf of the Board
3rd Floor, Block - A Sd/-
Kolkata - 700 001 Archana Bedia(DIN: 00732386)
Date: 30th May, 2015 Managing Director & CEO
Sd/-
Natwar Lal Bedia(DIN: 01011906)
Director |