DIRECTORS' REPORT Your 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. 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.gajanansec.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 of energy Nil (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, product development or import substitution Nil (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 place, and the reasons thereof Nil (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. On behalf of the Board Sd/-Archana Bedia (DIN: 00732386) Managing Director & CEO Sd/-Natwar Lal Bedia (DIN: 01011906) Director Place: 9/12, Lal Bazar Street 3rd Floor, Block - A Kolkata - 700 001 Date: 30th May, 2015 |