GSL Securities Limited
Your Directors have pleasure in presenting the Twenty Fourth Annual Report with theaudited statement of Accounts for the year ended 31" March 2018.
Summary of the working result of the company for the Twenty Fourth Accounting Yearended 31" March 2018 are given as below:
| ||Rs. ||Rs. |
| ||2017-18 ||2016-17 |
|Gross Profit/(Loss) ||1394779 ||85780 |
|Less : Depreciation ||3358 ||3358 |
|Profit/(Loss) before tax ||1391421 ||82422 |
|Less: income Tax paid earlier year ||282724 ||- |
|Profit/(Loss) after tax ||1108697 ||82422 |
|Add/Less : Other Comprehensive Income ||2935829 ||9333729 |
|Add : Balance brought forward from previous year ||18531248 ||9115097 |
| ||22575774 ||18531248 |
Due to future expansion plan your directors have not recommend payment of dividend forthe financial year under review.
Transfer to Reserves
The Company has not transferred any amount to reserves.
The Company is dealing mainly in the area of Short Term Financing and Investments. TheCompany has reported total turnover of Rs. 2638706/- (Previous year Rs. 816977/-). TheNet Profit for the year before adjustment on account of comprehensive income under reviewamounted to Rs. 1108697/- (Previous year Rs. 82422/-).
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 bv 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.
As on March 31 2018 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 AucStors and to authorise theBoard of Directors to fix their remuneration. The Audit committee and Board of directorsrecommend the ratification of their appointment in the forthcoming annual general meeting.
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. Sonali Gamne & Associates Company Secretaries to undertake thesecretarial audit of the Company for the financial year 2017-18. The Secretarial AuditReport for the financial year ended 31st March 2018 is attached as Annexure T and forms apart 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 erf the company Director:
Mr. Satyanarayan Kabra is retiring by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment.
Mr. Kaushal Mehta (DIN 02449463) Director of the Company resigned w.e.f. 31.07.2018from his Directorship and Mr. Machhindra Patil (DIN 08179234) was appointed as anAdditional Director of the Company w.e.f. 31.07.2018.
- Declaration bv 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.
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. TechnologyAbsorption:
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 meeting of the Board:
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
|Sr.No. Name of Directors ||Date of Appointment ||Date of Cessation |
|1 Mr. S. K. Bagrodia ||29/03/1994 ||- |
|2 Ms. Shailja Bagrodia ||29/03/1994 ||- |
|3 Mr. Kaushal Atul Mehta ||31/10/2002 ||31/07/2018 |
|4 Mr. Satyanarayan Parmanand Kabra ||08/11/2016 ||- |
|5 Mr. Machhindra Patil ||31/07/2018 ||- |
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 |
|30/05/2017 ||4 |
|31/07/2017 ||4 |
|22/08/2017 ||4 |
|31/10/2017 ||4 |
|31/01/2018 ||4 |
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 Hems specified in Section 177(4) of the Companies Act 2013 (as may bemodified/amended from time to time) and such matters as may be assigned from time to timeby the Board of Directors. The details of composition meetings and attendance of theMeetings of the AudH Committee are as under;-
|Sr. No. ||Name ||Category ||Designation || |
No. of Meetings
| || || || ||Held ||Attended |
|1 ||*Mr. Kaushal Atul Mehta ||Independent Non-Executive ||Chairman ||5 ||5 |
|2 ||Ms. Shailja Bagrodia ||Independent Non-Executive ||Member ||5 ||5 |
|3 ||Mr. Satyanarayan Kabra ||Independent Non-Executive ||Member ||5 ||5 |
Mr. Kaushal Mehta resigned w.e.f. 31.07.2018
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.
Director's Responsibility statement:
The Board of Directors acknowledges the responsibilHy for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2018 and state that:
(i) in the. preparation of the Annual Account the applicable Accounting standards havebeen followed wHh proper explanation relating to material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewand of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period;
(Hi) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be following by the company andthat such internal financial controls are adequate and operating effectively: and
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Risk Management Policy
The Company's risk management framework is based on a dear understanding of variousrisks disdplined risk assessment and measurement procedures and continuous monitoring.The polides and procedures established for this purpose are continuously benchmarked withgroup's best practices and guidelines and in line with the local laws and regulations. TheBoard of Diredors has oversight on all the risks assumed by the Company. The businessactivities are undertaken within this defined policy framework.
Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positiye attributes independence of a director and othermatters provided under subsection (3) of section 178;
In terms of Section 178 of the Companies Ad 2013 and the Listing Agreement theNomination and Remuneration Committee oversee the Company's nomination process for thesenior management and specifically to identify screen and review individuals qualified toserve as Executive and Non - executive Directors Independent Diredors consistent withcriteria approved by the Board and to recommend for approval by the Board nominees forelection at the AGM of the shareholders. The Committee has the overall responsibility ofapproving and evaluating the compensation plans policies and programs for Diredors andthe senior management. The Committee further coordinates and oversees the annualself-evaluation of the performance of the Board Committees' and of individual Diredors.
Particulars of loans guarantees or investments under section 186:
During the year under review the Company has not advanced any loans/givenguarantees/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 nd applicable/ mandatory as per requirement of applicability of Regulation 15of SEBI (Listing obligation and disclosure requirements) Regulations 2015.
Extract of the Annual Return in Form MGT-9;
The details forming part of extrad of annual return as per Form MGT- 9 is annexedherewith as Annexure - II'. Related Party Transactions;
All related party transadions 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 transadions made by the . Company with PromotersDiredors Key Managerial Personnel or other designated persons which may have a potentialconflid with the interest of the Company at large. Hence form AOC - 2 is not applicable tothe Company.
Your Diredors would like to express their appredation 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 : 23/08/2018 ||Chairman |