Dear Members
The Directors of the Company have pleasure in presenting the 28thAnnualReport together with the Audited Statement of Accounts of Gajanan Securities ServicesLimited for the year ended 31st March 2022.
FINANCIAL RESULT
The performance of the Company during the period ended 31stMarch 2022 has been as under: -
Figure in Rs
| STANDALONE | CONSOLIDATED |
| FY 2021-22 | FY 2020-21 | FY 2021-22 | FY 2020-21 |
| Total Revenue | | | | |
| Revenue from operation | 3134540 | 4324208 | 3134539 | 4559896 |
| Other Income | - | 8043 | 4306785 | 6052850 |
| Total (I) | 3134540 | 4332251 | 7441324 | 10612746 |
| Total Expenditure | | | | |
| Purchase of traded goods (Shares & Securities) | - | - | - | - |
| (Increase)/ decrease in inventories of finished goods work-in-progress and traded goods | - | - | - | - |
| Employee benefit expense | 330000 | 330000 | 420000 | 330000 |
| Finance costs | 664 | 507 | 31047 | 4584 |
| Depreciation | 6598 | 8904 | 6600 | 8904 |
| Other expenses | 507745 | 597947 | 672522 | 755411 |
| Total (II) | 845008 | 937358 | 1130169 | 1098899 |
| Profit/(loss) for the year before tax | 2289532 | 3394893 | 6311155 | 9513847 |
| Tax Expense | | | | |
| Current Tax | - | - | 119485 | 27948 |
| Tax for earlier year | - | - | 998484 | 1788 |
| Deferred Tax Liability | 814980 | 1124294 | 1555854 | 2695944 |
| Bad bebts | 270151 | 0 | 270150 | 0 |
| Profit/(loss) for the year after tax before share of results of associates and minority interests results of associates and minority interests | 1204401 | 2270599 | 5364150 | 6788167 |
| Less: Loss pertaining to Minority interests | | | 6497 | -7557 |
| Share of net profit of associates | | | 7530295 | 6565295 |
| Add: Adjustment for last year | | | -5000 | - |
| Profit for the year | 1204401 | 2270599 | 12882948 | 13345906 |
| Earnings per equity share [nominal value of share Rs. 10 (31 March 2020 : Rs. 10)] | 0.004 | 0.73 | 0.04 | 0.04 |
FINANCIAL RESULTS
The Company has prepared the financial statements for the financialyear ended March 31 2022 under Section 129 133 and Schedule II to the Companies Act2013 read with the Companies (Indian Accounting Standards) Rules 2015 (Ind-AS) asamended.
COMPANY'S PERFORMANCE AFFAIR
The Company has during the year under review Revenue:-
i. From Standalone operation Rs. 3134540/-& income from otherSources Rs. Nil.
ii. From Consolidated operation Rs. 3134539/- & income from otherSources Rs. 4306785/-
During the financial year 2021-22 the investment made by the company invarious mutual fund have shown positive growth as compere to the previous year in whichthe due to crashing of global and Indian market during the Covid -19 pandemic has leftdeep fall. Your Director's are making best efforts to further increase its operations forthe benefit of the company.
IMPACT OF COVID-19
The outbreak of COVID-19 pandemic has led to an unprecedented healthcrisis and has disrupted economic activities and global trade while weighing on consumersentiments Consequently the crash of global and Indian market has led to decrease in theprofit of the company during the first half of the year because as per Ind-As investmentshould be valued at market price as result but soon as the market become stable thecompany investment started showing positive sign of growth as on 31-03-2022.
FUTURE OUTLOOK
The general business conditions affecting business are expected toremain stable and company is expected to perform well.
DIVIDEND
Considering the present financial status of the Company your directorsdo not recommend any dividend for the year under report.
RESERVES AND SURPLUS
The Debit balance of Profit & Loss statement amounting to Rs.1204401/- standalone for financial year under review is transferred to Surplus/(deficit)Account. The total reserves for the financial year 2021-22 is Rs (3121639)
SHARE CAPITAL
The total paid up capital of the Company as on March 31 2022 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. SumanAgarwal (DIN:-02307222) retires by rotation at the ensuing annual general meeting andbeing eligible offers himself for re-appointment. The Board recommends his appointmentfor approval of members.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as 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 thateach of them meets the criteria of independence as provided in Section 149(6) of the Actand there has been no change in the circumstances which may affect their status asindependent 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 SeniorManagement and their remuneration.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 the directorswould like to state that:
a) In the preparation of the annual accounts the applicable accountingstandards have been followed.
b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give true and fair view of the state of affairs of the Company for the year underreview.
c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d) The directors have prepared the annual accounts on a going concernbasis.
e) The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
f) The directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Financial Control System which has beendesigned to provide a reasonable assurance with regard to maintaining of proper accountingcontrols monitoring of operations protecting assets from unauthorized use or lossescompliance with regulations and for ensuring reliability of financial reporting.
AUDITORS:
Pursuant to the provisions of Section 139 of the Act read withapplicable Rules framed thereunder /s. Mukesh Choudhary & Associates CharteredAccountants the present Auditors of the Company complete their term as Auditors.
In view of the above M/s. P Khetan & Co Chartered Accountantshaving Registration No. 327386E is proposed to be appointed for a term of five yearscommencing from the Company's financial year 2022-23 to hold office from the conclusion ofthe 28th Annual General Meeting of the Company till the conclusion of the 33rdAnnual General Meeting to be held in the financial year 2027 (subject to ratification oftheir appointment by the Members at every intervening Annual General Meeting held afterthis Annual General Meeting if any required) on such remuneration and out of pocketexpenses as maybe decided by the Board of Directors. The Auditors have confirmed theireligibility under Section 141 of the Companies Act 2013 and the Rules framed there underfor appointment as Auditors of the Company. As required under Regulation 33 of the ListingRegulations the auditors have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report. The report of the Secretarial Auditors isenclosed as ANNEXURE G to this report.
AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
There are no disqualifications reservations adverse remarks ordisclaimers in the auditor's report and secretarial auditor's report.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established by the Board of Directors. The Vigil Mechanism Policy hasbeen 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 Act2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in MGT-9 as a part of this Annual Report as ANNEXURE E.
SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY
As on 31st March 2022 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 AGENCIESPRIVATE LIMITED and M/s.MUKTI COMMERCIAL PRIVATE LIMITED who holds 50.58% and 49.42%Shareholding of the CHATURBHUJ AGENCIES PVT LTD respectively.
Note 2:- By Acquiring interest/shareholding in M/s.KINETIC DEALCOMPRIVATE LIMITED and M/s. MAHABALA TRADECOM PRIVATE LIMITED who holds 50.63% and 49.37 %Shareholding of the DOREMAN DISTRIBUTORS PVT LTD respectively.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act and inaccordance with the Ind- As on Consolidated Financial Statements read with the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ConsolidatedAudited Financial Statements and Consolidated Cash Flow Statement for the year ended March31 2022 are provided in the Annual Report.
PARTICULARS OF EMPLOYEES:
As none of the employees of the Company was in receipt of remunerationin excess of the limits prescribed information as per the companies Act 2013 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 theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto are disclosed in From No. AOC-2 and the same is enclosed herewith as ANNEXURE F
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The details of conservation of energy technology absorption foreignexchange 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 earningsor out flow.
CHANGES BETWEEN THE END OF THE FINANCIAL YEARS AND DATE OF THE REPORT:N.A INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.
OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:
1. Your Company has not provided Loans Guarantees or made Investmentpursuant to Section 186 of the Companies Act 2013;
2. The Provision of Section 135 of the Act with respect to CorporateSocial Responsibility (CSR) is not applicable to the Company hence there is no need todevelop policy on CSR and take initiative thereon;
3. The Company has not accepted deposits covered under Chapter V of theAct;
4. No significant and material orders were passed by the regulators orcourts or tribunals 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 thelimits prescribed under Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
OTHER PARTICULARS
The provisions of the Companies Act 2013 relating to employeesconservation of resources foreign exchange and outflows are not applicable to the Companyfor the period under review.
CORPORATE GOVERNANCE
As required under the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 with the Stock Exchanges a report on Corporate Governancealong with a certificate from Mayank Daga Practicing Company Secretary (CP No 16509)regarding Compliance of Conditions of Corporate Governance Management Discussion &Analysis Report and Certification by CEO and CFO or Managing Director are given asAnnexure- 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 ofInsider Trading) Regulations 2015 your Company has adopted the revised Code of Conductfor Internal Procedures to Regulate Monitor and Report Trading by Insiders.
ACKNOWLEDGEMENT
Your Directors thank and deeply acknowledge the co-operation andassistance received from the Company's Bankers providing their wholehearted co-operationand assistance. The Directors also express their deep appreciation for the dedicated andsincere services rendered by the officers and other employees of the Company.
On behalf of the Board
Sd/-
VINAY KUMAR AGARWAL
(DIN:00646116)
Managing Director
Place: KOLKATA
Date: 06-09-2022
