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GSL Securities Ltd.

BSE: 530469 Sector: Financials
NSE: N.A. ISIN Code: INE721D01017
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OPEN 1.26
PREVIOUS CLOSE 1.25
VOLUME 400
52-Week high 1.34
52-Week low 1.17
P/E 2.38
Mkt Cap.(Rs cr) 0
Buy Price 1.26
Buy Qty 191.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.26
CLOSE 1.25
VOLUME 400
52-Week high 1.34
52-Week low 1.17
P/E 2.38
Mkt Cap.(Rs cr) 0
Buy Price 1.26
Buy Qty 191.00
Sell Price 0.00
Sell Qty 0.00

GSL Securities Ltd. (GSLSECURITIES) - Director Report

Company director report

To

The MembersGSL Securities Limited.

Your Directors have pleasure in presenting the Twenty First Annual Report with theaudited statement of Accounts for the year ended 31st March 2015.

Financial Results:

Summary of the working result of the company for the Twenty First Accounting Year ended31st March 2015 are given as below:

Rs. Rs.
2014-15 2013-14
Gross Profit/(Loss) 210094.00 301296.00
Less : Depreciation 6575.00 59209.00
Profit/(Loss) before tax 203519.00 242087.00
Less: Income Tax paid earlier year - -
Profit/(Loss) after tax 203519.00 242087.00
Less : Adjustment on Account of Depreciation as per Schedule II of Companies Act 2013 (21355.00) -
Add : Balance brought forward from previous year (15508882.00) (15750969.00)
(15326718.00) (15508882.00)

Dividend:

On account of accumulated losses your directors regret their inability to recommendpayment of dividend for the financial year under review.

Transfer to Reserves

The Company has not transferred any amount to reserves.

Operation:

The Company is dealing mainly in the area of Short Term Financing and Investments. TheCompany has reported total income of Rs.657753/- for the current year as compared to Rs.713606/- in the previous year. The Net Profit for the year under review amounted to Rs.203519/- in the current year as compared to Rs.242087/- in the previous year.

Material Changes between the date of the Board report and end of financial year.

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company’s operations in future:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany’s operations in future.

Subsidiary Company:

As on March 31 2015 the Company does not have any subsidiary.

Statutory Auditor & Audit Report:

M/s. Vijay R. Tater & Co. Chartered Accountants who are the statutory auditors ofyour Company hold office until the conclusion of the Twenty fifth AGM to be held in theyear 2019 subject to ratification of their appointment at every AGM. The Members year onyear will be requested to ratify their appointment as Auditors and to authorise theBoard of Directors to fix their remuneration.

The notes on accounts referred to in the Auditors’ Report are self-explanatory andtherefore do not call for any further explanations/comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. R.S. Mittal & Co. Company Secretaries to undertake the secretarialaudit of the Company for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended 31st March 2015 is attached as "Annexure – I" andforms a part of the reports of the Directors.

The observation made by the secretarial auditors in their report are self-explanatoryand therefore do not call for any further explanations/comments.

Change in the nature of business :

There is no change in the nature of the business of the company

Director:

Shri. Sant Kumar Bagrodia and Smt Shailja Bagrodia are retiring by rotation at theforthcoming Annual General Meeting and being eligible offers themself for reappointment.

Declaration by Independent Directors:

All the independent directors have submitted the declaration of independence asrequired under Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in Section 149 (6) of Companies Act 2013.

Fixed Deposits:

During the period under review your company has not accepted any deposits ascontemplated under the provisions of section 73 of the Companies Act 2013. There are nodeposits unpaid or unclaimed at the year-end.

Conservation of Energy Technology Absorption:

Your Company is a Non-Banking Finance Company and is not engaged in manufacturingactivity of any kind. The disclosure of information relating to conservation of energy andtechnology absorption is therefore not applicable to your Company.

Foreign Exchange Earning & Outgo:

There were no foreign exchange earnings or outgo for your Company during the year.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

Sr.No. Name of Directors Date of Appointment Date of Cessation
1 Mr. Santkumar Bagrodia 29/03/1994
2 Ms. Shailja Bagrodia 29/03/1994
3 Mr. Kaushal Mehta 31/10/2002
4 Mr. Vijay Lahoti 25/06/2003

During the year under review 5 (Five) Board meetings were held details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

Date of Meeting No. of Directors attended the meeting
30/04/2014 4
30/05/2014 4
31/07/2014 4
31/10/2014 4
30/01/2015 4

Audit Committee

The Board of Directors has constituted an Audit Committee and empowered the committeeto deal with all such matters which it may consider appropriate to perform as auditcommittee including items specified in Section 177(4) of the Companies Act 2013 (as maybe modified/amended from time to time) and such matters as may be assigned from time totime by the Board of Directors. The details of composition meetings and attendance of theMeetings of the Audit Committee are as under:-

Sr. No. Name Category Designation

No. of Meetings

Held Attended
1 Shri. Kaushal Atul Mehta Independent Non-Executive Chairman 4 4
2 Shri. Vijay Kumar Lahoti Independent Non-Executive Member 4 4
3 Smt. Shailja Bagrodia Promoter Non-Executive Member 4 4

There have been no instances of non acceptance of any recommendations of the AuditCommittee by the Board during the financial year under review.

Nomination And Remuneration Committee

The Board constituted Nomination and Remuneration committee. The Committee hasformulated a Nomination and Remuneration Policy .

Stakeholder’s Relationship Committee

The Board of Directors constituted a Stakeholder’s Relationship Committee. Duringthe year ended 31st March 2015 no investor complaints were received. There were no sharetransfers pending for registration for more than 30 days as on the said date.

Vigil Mechanism

In compliance with the requirements of Section 177 of the Companies Act 2013 andrevised Clause 49 of Listing Agreement with the Stock Exchanges your Company hasestablished a vigil mechanism for the Directors and

Employees of the Company through which genuine concerns regarding various issues can becommunicated. A Vigil Mechanism under the chairmanship of the Audit Committee Chairman hasbeen constituted. The Policy provides access to the Chairman of the Audit Committee.

Risk Management Policy

The Company’s risk management framework is based on a clear understanding ofvarious risks disciplined risk assessment and measurement procedures and continuousmonitoring. The policies and procedures established for this purpose are continuouslybenchmarked with group’s best practices and guidelines and in line with the locallaws and regulations. The Board of Directors has oversight on all the risks assumed by theCompany. The business activities are undertaken within this defined policy framework.

Company’s policy on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under subsection (3) of section 178;

In terms of Section 178 of the Companies Act 2013 and the Listing Agreement theNomination and Remuneration Committee oversee the Company’s nomination process forthe senior management and specifically to identify screen and review individualsqualified to serve as Executive and Non - executive Directors Independent Directorsconsistent with criteria approved by the Board and to recommend for approval by theBoard nominees for election at the AGM of the shareholders. The Committee has the overallresponsibility of approving and evaluating the compensation plans policies and programsfor Directors and the senior management. The Committee further coordinates and overseesthe annual self-evaluation of the performance of the Board Committees’ and ofindividual Directors.

Particulars of loans guarantees or investments under section 186:

During the year under review the Company has not advanced any loans/ given guarantees/made investments.

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Corporate Governance and Management Discussion and Analysis Report :

This is not applicable/mandatory as per revised clause 49 of the listing agreement videSEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014.

Extract of the Annual Return in Form Mgt-9:

The details forming part of extract of annual return as per Form MGT- 9 is annexedherewith as Annexure – II’.

Related Party Transactions:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Hence form AOC - 2 is not applicableto the Company.

Acknowledgement:

Your Directors would like to express their appreciation for co-operation and assistancereceived from the shareholders bankers government authorities and employees during theyear under review.

On behalf of the Boards of Directors
Sd/-
Place : Mumbai S.K. Bagrodia
Dated :31/08/2015 Chairman

ANNEXURE - I

ANNEXURE TO THE DIRECTOR’S REPORT

FORM MR – 3

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT

For The Financial Period Ended 31 March 2015 To The Members GSL Securities Limited61 ‘B’ Wing Mittal Tower 6th Floor 210 Nariman Point Mumbai -400021 We haveconducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by GSL Securities Limited (hereinafter calledthe "Company"). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31 March 2015 complied withthe statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent in the manner and subject tothe reporting made hereinafter. We have examined the books papers minute books formsand returns filed and other records maintained by the Company for the financial year endedon 31 March 2015 according to the provisions of:

I. The Companies Act 2013 (the Act) and the Rules made there under;

II. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade there under;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

V. The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 (‘SEBI Act’) viz :

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;-

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

VI. Special law applicable to the Company: The Company being a Non-Banking FinancialCompany following special laws are applicable:

• Reserve Bank of India Act 1934

• Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank)Directions 1998

• Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions 2007.

• Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions1998

• Guidelines directions and instructions issued by RBI through notifications andcirculars.

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India (notapplicable for the period under review). ii) The Listing Agreements entered into by theCompany with the CSE Ltd. ASE Ltd. and BSE Ltd.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above subjectto following observations:

(i) The Company appointed Internal Auditor under section 138 of Companies Act 2013 on30.01.2015 instead of appointing within 6 months of applicability of this Provision i.e.on or before September 30 2014. As informed to us Filing of Form MGT 14 is pending.

(ii) The company has not paid Annual Listing Fee to CSE and ASE. The Shares of thecompany has been suspended by CSE.

(iii) Disclosure of Director’s interest under section 184 of Companies Act 2013placed in the 1st Board Meeting held on 30.04.2014 in Form MGT 14 has not been filed bythe Company during the year under review.

(iv) The BSE has levied penalty of Rs. 21348/-for late submission of Annual Report asrequired under Clause 31 of Listing Agreement. The Company has also submitted Condonationof Delay for the same matter on 04/02/2015.

(v) The Company has not filed Form 20B Annual return for the financial year ended31.03.2014.

(vi) Company doesn’t have its own website for publication of information asrequired under listing agreement.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. Majority decisions are carried unanimously and recorded aspart of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no instances of :

(i) Public/Right/Preferential issue of shares / debentures/sweat equity etc.

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations

For R.S. MITTAL & CO.
Company Secretaries
Sd/-
Rajesh Mittal
Proprietor
FCS No.: 4627
C P No.: 8745
Place: Kalyan
Date: 28.08.2015