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Gajanan Securities Services Ltd.

BSE: 538609 Sector: Financials
NSE: N.A. ISIN Code: INE868G01019
BSE LIVE 14:27 | 22 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.26
PREVIOUS CLOSE 9.78
VOLUME 30
52-Week high 10.26
52-Week low 0.00
P/E 85.50
Mkt Cap.(Rs cr) 3
Buy Price 10.26
Buy Qty 12471.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.26
CLOSE 9.78
VOLUME 30
52-Week high 10.26
52-Week low 0.00
P/E 85.50
Mkt Cap.(Rs cr) 3
Buy Price 10.26
Buy Qty 12471.00
Sell Price 0.00
Sell Qty 0.00

Gajanan Securities Services Ltd. (GAJANANSECSERV) - Director Report

Company director report

Your Directors hereby present the 22ndAnnual Report together with theAudited Statement of Accounts of Gajanan Securities Services Limited for the year ended 31stMarch 2016.

FINANCIAL RESULTS
2015-16 2014-15
Particulars Current Year Previous Year
Total Income
Revenue from operations 17178 511211
Other income 1095571 947763
Total Revenue (I) 1112749 1458974
Total Expenditure
a. Purchase of traded goods (Shares & Securities) 272436 464380
b. Increase/(Decrease) in Stock (270060) (64771)
c. Employee benefit expense 617500 673500
d. Finance Costs 2633 28077
e. Depreciation 58229 82116
f. Other Expenses 464921 1848844
Total Expenditure (II) 1145659 3032146
Profit/(loss) for the year before tax (32910) (1573172)
Tax Expense 9771 -
Profit/(loss) for the year after tax (42681) (1573172)
Earnings per equity share [nominal value of share Rs.10 (0.01) (0.51)

COMPANY’S PERFORMANCE AFFAIR

The Company has during the year traded in shares and the turnover in shares was Rs.17178. Your Directors are positive about the Company’s operations and making bestefforts to increase its operations.

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable andcompany is expected to perform well.

DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.

RESERVES AND SURPLUS

The Debit balance of Profit & Loss statement amounting to Rs. (42681) forfinancial year under review is transferred to Surplus/(deficit) Account. The totalreserves for the financial year 2015-16 is Rs. (4166051)

SHARE CAPITAL

The total paid up capital of the Company as on March 31 2016 is Rs. 31020000/-comprising of 3102000 Equity Shares of Rs. 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Companies Act 2013 Mr. NatwarLalBedia(DIN: 01011906)retires by rotation at the ensuing annual general meeting and being eligible offershimself for re-appointment. The Board recommends his appointment for approval of members.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committee.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

Each of the Independent Directors have submitted a declaration that each of them meetsthe criteria of independence as provided in Section 149(6) of the Act and there has beenno change in the circumstances which may affect their status as independent directorduring the year.

REMUNERATION AND APPOINTMENT POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors have devised proper system to ensure compliance with the provisions ofall 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 toprovide a reasonable assurance with regard to maintaining of proper accounting controlsmonitoring of operations protecting assets from unauthorized use or losses compliancewith 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 thereunderM/s. P.K.C & Co. Chartered Accountants were appointed as statutory auditors of theCompany from the conclusion of the twentieth annual general meeting(AGM) of the Companyheld on May 28 2014 till the conclusion of the twenty third AGM to be held in the year2017 subject to ratification of their appointment at every AGM.

Auditor’s Observations are self- explanatory read with notes on accounts and needno further explanation.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. The report of the Secretarial Auditors is enclosed as ANNEXUREG 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 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished by the Board of Directors. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.gajanansec.com.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9as 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 thelimits prescribed information as per section 217(2A) of the companies Act 1956 andapplicable provision of companies Act 2013 during the Financial Year under reviewparticulars 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 withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm’s length transactions under third proviso thereto are disclosedin 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 earningsand 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.

CHANGES BETWEEN THE END OF THE FINANCIAL YEARS AND DATE OF THE REPORT

Pursuant to a Share Purchase Agreement dated 10.05.2016the erstwhile Promoters of theCompany i.e.Mr. NatwarLalBedia Mrs. ArchanaBedia M/s. Siddhant Trade And FinancePrivate Limited had sold their entire shareholding to Mr. Vinay Kumar Agarwal and Mrs.Suman Agarwal (‘Acquirers’). Subsequently the Acquirers made an Open Offer underSEBI (SAST) Regulations 2011 and have effected change in control and management in theirfavor and have been designated as the new Promoters of the Company.

The Promoter Shareholding after change in control and management are as followed:

Name No of share Percentage %
Vinay Kumar Agarwal 921800 29.72 %
SumanAgarwal 767430 24.74%

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. Your Company has not provided Loans Guarantees or made Investment pursuant toSection 186 of the Companies Act 2013;

2. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

3. The Company do not have any subsidiary joint venture or associate Company henceno 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 ortribunals 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 limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

OTHER PARTICULARS

The provisions of the Companies Act 1956 and applicable provisions of Companies Act2013 relating to employees conservation of resources foreign exchange and outflows arenot 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 areport on Corporate Governance along with a certificate from P.K.C & Co. CharteredAccountants regarding Compliance of Conditions of Corporate Governance ManagementDiscussion & 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 the revised Code of Conduct for InternalProcedures to Regulate Monitor and Report Trading by Insiders.

ACKNOWLEDGEMENT

Your Directors thank and deeply acknowledge the co-operation and assistance receivedfrom the Company’s Bankers providing their wholehearted co-operation and assistance.The Directors also express their deep appreciation for the dedicated and sincere servicesrendered by the officers and other employees of the Company.

On behalf of the Board
Sd/-
Natwar Lal Bedia (DIN: 01011906)
Director
Place: 9/12 Lal Bazar Street
3rd Floor Block - A
Kolkata – 700 001
Date: 3rd September 2016