Dear Members
The Directors of the Company have pleasure in presenting the 26thAnnualReport together with the Audited Statement of Accounts of Gajanan Securities ServicesLimited for the year ended 31st March 2020.
FINANCIAL RESULT
The performance of the Company during the period ended 31st March 2020 hasbeen as under:-
| STANDALONE | CONSOLIDATED |
| FY 2019-20 | FY 2018-19 | FY 2019-20 | FY 2018-19 |
| Total Revenue | | | | |
| Revenue from operation | -2009891 | 508978 | -1937191 | 1285210 |
| Other Income | 94113 | 155957 | -2633587 | 6012139 |
| Total (I) | -1915779 | 664934 | -4570778 | 7297349 |
| Total Expenditure | | | | |
| Purchase of traded goods (Shares & Securities) | | - | | - |
| (Increase)/ decrease in inventories of finished goods work-in-progress and traded goods | | - | | - |
| Employee benefit expense | 394000 | 276000 | 394000 | 276000 |
| Finance costs | 574 | 343 | 1939 | 5038 |
| Depreciation | 12014 | 16211 | 12014 | 16211 |
| Other expenses | 518376 | 427913 | 667171 | 569570 |
| Total (II) | 924964 | 720467 | 1075124 | 866819 |
| Profit/(loss) for the year before tax | -2840743 | -55533 | -5645902 | 6430530 |
| Tax Expense | | | | |
| Current Tax | | | 15018 | 1020455 |
| Tax for earlier year | | | 113347 | 115764 |
| Deferred Tax Liability | 522572 | 131062 | -1251983 | 325281 |
| Profit/(loss) for the year after tax before share of results of associates and minority interestsresults of associates and minority interests | -2318171 | -186595 | -4522284 | 5200569 |
| Less: Loss pertaining to Minority interests | | | 3751 | -8244 |
| Share of net profit of associates | | | 2806736 | 4538320 |
| Add: Adjustment for last year | | | 8210 | 5846 |
| Profit fot the year | -2318171 | -186595 | -1703586 | 9736491 |
| Earnings per equity share [nominal value of share Rs. 10 (31 March 2020 : Rs. 10)] | -0.75 | -0.06 | -0.55 | 3.14 |
FINANCIAL RESULTS
The Company has prepared the financial statements for the financial year ended March31 2020 under Section 129 133 and Schedule II to the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 (Ind-AS) as amended.
COMPANY'S PERFORMANCE AFFAIR
The Company has during the year under review Revenue:-
i. From Standalone operation Rs.(2009891)/-& income from other Sources Rs.94113.
ii. From Consolidated operation Rs. (1937191)/- & income from other Sources Rs.(2633587)
the crash of global and Indian market during the last quarter of the F.Y 2019-20 asresult Covid -19 pandemic has steered to loss during the F.Y 2019-20 because as per Ind-Asinvestment should be valued at market price thus resulting in sharply decline of theprofit of the Company as on 31-03-2020.Your Directors are and making best efforts toincrease its operations.
IMPACT OF COVID-19
The outbreak of COVID-19 pandemic has led to an unprecedented health crisis and hasdisrupted economic activities and global trade while weighing on consumer sentiments.Consequently the crash of global and Indian market has led to decrease in the profitbecause as per Ind-As investment should be valued at market price as result there has beensharply decline of the profit of the Company as on 31-03-2020.
The Government of India had imposed a stringent nationwide lockdown with effect from 24thMarch 2020 which has severely impacted in every sector of business activities. Though thetrading was resumed but they were subject to certain guidelines and restriction.
The risk-intelligent culture embedded across the Company has helped in developing andadopting a multipronged strategy to effectively respond to the evolving pandemicsituation. The health and safety of our employees and the communities in which we operatecontinues to be the foremost priority of the Company. The Company is focused on runningoperations safely and efficiently to service our customers. The operations have beenaligned with the prevailing market conditions by reducing upstream operations whilecurtailing downstream 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. (2318170)standalone for financial year under review is transferred to Surplus/(deficit) Account.The total reserves for the financial year 2019-20 is Rs (6596639.86)
SHARE CAPITAL
The total paid up capital of the Company as on March 31 2019 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:
Your Company at its 23rd Annual General Meeting had appointed M/s. Mukesh Choudhary& Associates Chartered Accountants having Registration No. 325258E as StatutoryAuditors of the Company for a period of 5 years beginning from the conclusion of 23rdAnnual General Meeting until the conclusion of 28th Annual General Meeting of the Companyon such remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Auditor plus taxes as applicable and reimbursement of out-of-pocketexpenses. Auditor's Observations are self- explanatory read with notes on accounts andneed no 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 ANNEXURE Gto 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) oftheCompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 as a part of this Annual Report as ANNEXURE E.
SUBSIDIARIES / JOINT VENTURE / ASSOCIATECOMPANY
As on 31st March 2020 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 and in accordance with theInd- As on Consolidated Financial Statements read with the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Consolidated Audited Financial Statementsand Consolidated Cash Flow Statement for the year ended March 31 2018 are provided in theAnnual 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: N.A INDUSTRIALRELATIONS
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 2013 relating to employees conservation ofresources foreign exchange and outflows are not applicable to the Company for the periodunder 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 MayankDaga Practising Company Secretary (CP No 16509)regardingCompliance of Conditions of Corporate Governance Management Discussion & AnalysisReport and Certification by CEO and CFO or Managing Director are given as Annexure- A BC 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. 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
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2020 [Pursuant to section 204(1) of the CompaniesAct 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules2014]
