Dear Members
The Directors of the Company have pleasure in presenting the 23rd AnnualReport together with the Audited Statement of Accounts of Gajanan Securities ServicesLimited for the year ended 31st March 2017.
FINANCIAL RESULT
The performance of the Company during the period ended 31st March 2017 hasbeen as under:
FINANCIAL RESULTS
| Standalone | Consolidated |
| FY 2016-17 | FY 2015-16 | FY 2016-17 | FY 2015-16 |
| Total Revenue | | | | |
| Revenue from operation | 10575788 | 17178 | 10602841 | 17178 |
| Other Income | 967404 | 1095571 | 1070975 | 1095571 |
| Total (I) | 11543192 | 1112749 | 11673816 | 1112749 |
| Total Expenditure | | | | |
| Purchase of traded goods (Shares & Securities) | - | 272436 | - | 272436 |
| (Increase)/ decrease in inventories of finished goods work-in-progress and traded goods | 10426273 | -270060 | 10426273 | -270060 |
| Employee benefit expense | 573451 | 617500 | 645451 | 617500 |
| Finance costs | 1738 | 5716 | 5702 | 5716 |
| Depreciation | 41176 | 58229 | 41176 | 58229 |
| Other expenses | 427240 | 461838 | 515809 | 461838 |
| Total (II) | 11469878 | 1145659 | 11634411 | 1145659 |
| Profit/(loss) for the year before tax | 73314 | -32910 | 39405 | -32910 |
| Tax Expense | | | | |
| Cuurent Tax | 27230 | 9771 | 29812 | 9771 |
| Tax for earlier year | - | - | 230292 | - |
| Profit/(loss) for the year after tax before share of results of associates and minority interestsresults of associates and minority interests | 46084 | -42681 | -220699 | -42681 |
| Less: Loss pertaining to Minority interests | - | - | -260936 | - |
| Share of net profit of associates | - | - | 639968 | - |
| Profit for the year | 46084 | -42681 | 680205 | -42681 |
| Earnings per equity share [nominal value of share Rs. 10(31 March 2017 : Rs. 10)] | 0.01 | -0.01 | 0.22 | -0.01 |
COMPANY'S PERFORMANCE AFFAIR
The Company has during the year traded in shares and the turnover in shares was Rs.10575788. 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. (46084) forfinancial year under review is transferred to Surplus/(deficit) Account. The totalreserves for the financial year 2016-17 is Rs. (4119967)
SHARE CAPITAL
The total paid up capital of the Company as on March 31 2017 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 Mrs. Suman Agarwal(DIN:-02307222) retires by rotation at the ensuing annual general meeting and beingeligible offers himself for re-appointment. The Board recommends his appointment forapproval 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:
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framedthereunder M/s. P.K.C & Co. Chartered Accountants the present Auditors of theCompany complete their term as Auditors.
In view of the above M/s. Mukesh Choudhary & Associates Chartered Accountantshaving Registration No. 325258E is proposed to be appointed for a term of five yearscommencing from the Company's financial year 2017-18 to hold office from the conclusion ofthe 23rd Annual General Meeting of the Company till the conclusion of the 28th AnnualGeneral Meeting to be held in the financial year 2022 (subject to ratification of theirappointment by the Members at every intervening Annual General Meeting held after thisAnnual General Meeting) on such remuneration and out of pocket expenses as maybe decidedby the Board of Directors. The Auditors have confirmed their eligibility under Section 141of the Companies Act 2013 and the Rules framed there under for appointment as Auditorsofthe Company. As required under Regulation 33 of the Listing Regulations the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
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.
AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
There are no disqualifications reservations adverse remarks or disclaimers in theauditor's report and secretarial auditor's report.
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.gaianansec.com.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 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.
SUBSIDIARIES / JOINT VENTURE / ASSOCIATECOMPANY
As on 31st March 2017 the company has following Holding/Associate /subsidiary:
| Sl. No NAME AND ADDRESS OF THE COMPANY | HOLDING/ SUBSIDIARY / ASSOCIATE | DATE OF BECOMING HOLDING/ SUBSIDIARY / ASSOCIATE | % of shares held |
| 1 SHAKAMBHARI OVERSEAS TRADES PVT LTD | ASSOCIATE | 07-09-2016 | 23.41% |
| 2 INNOVATION INFRAESTATES PRIVATE LIMITED | SUBSIDIARIES | 24.03.2017 | 99.99% |
| 3 MUKTI COMMERCIAL PVT LTD | SUBSIDIARIES | 24.03.2017 | 99.83% |
| 4 MANIROOP AGENCIES PRIVATE LIMITED | SUBSIDIARIES | 24.03.2017 | 99.83% |
| 5 MAHABALA TRADECOM PRIVATE LIMITED | SUBSIDIARIES | 24.03.2017 | 99.83% |
| 6 KINETIC DEALCOM PRIVATE LIMITED | SUBSIDIARIES | 24.03.2017 | 99.83% |
| 7 CHATURBHUJ AGENCIES PVT LTD | SUBSIDIARIES | 24.03.2017 | Note -1 |
| 8 DOREMAN DISTRIBUTORS PVT LTD | SUBSIDIARIES | 24.03.2017 | Note -2 |
NOTE: _
Note-1:- By Acquiring interest/shareholding in M/s. MANIROOP AGENCIES PRIVATE LIMITEDand M/s. MUKTI COMMERCIAL PRIVATE LIMITED who holds 50.58% and 49.42% Shareholding of theCHATURBHUJ AGENCIES PVT LTD respectively.
Note 2:- By Acquiring interest/shareholding in M/s. KINETIC DEALCOM PRIVATE LIMITED andM/s. MAHABALA TRADECOM PRIVATE LIMITED who holds 50.63% and 49.37 % Shareholding of theDOREMAN DISTRIBUTORS PVT LTD respectively.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act In accordance with theAccounting Standard AS-21 on Consolidated Financial Statements read with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Consolidated AuditedFinancial Statements and Consolidated Cash Flow Statement for the year ended March 312017 are provided in the Annual Report.
PARTICULARS OF EMPLOYEES:
As none of the employees of the Company was in receipt of remuneration in excess of thelimits prescribed information as per the companies Act 2013 and applicable provision ofcompanies Act 2013 during the Financial Year under review particulars of the employeespursuant 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 disclosed inFrom 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
Changes between the end of the financial years and date of the report are as followed:-
1) Appointment of Riddhi Kanodia as company Secretary & compliance officer of thecompany w.e.f 30/05/2017.
2) Appointment of Mr. Chirag Tekriwal (DIN: 07828255) as an Additional IndependentDirector by the Board of Directors of the Company with effect from 30/05/2017.
3) Appointment of Mr. Deepak Agarwal (DIN: 07914303) as an Additional IndependentDirector by the Board of Directors of the Company with effect from 29/08/2017.
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 has not accepted deposits covered under Chapter V of the Act;
4. No significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
5. 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 under the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 with the Stock Exchanges a report on Corporate Governance along with acertificate from P.K.C & Co. Chartered Accountants regarding Compliance ofConditions of Corporate Governance Management Discussion & Analysis Report andCertification by CEO and CFO are given as Annexure- A B C and D which form part of thisReport.
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. TheDirectors 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/- |
| VINAY KUMAR AGARWAL |
| (DIN: 00646116) |
| Managing Director |
| Place: 113/1B C.R.AVENUE | |
| 7TH FLOOR ROOM NO 7C | |
| KOLKAT A-700073 | |
| Date: 29th August 2017 | |
