GSL Securities Limited.
Your Directors have pleasure in presenting the 25th (Twenty Fifth) AnnualReport with the audited statement of Accounts for the year ended 31st March2019.
Summary of the working result of the company for the financial year ended 31stMarch 2019 are given as below:
| || ||(Rs. in Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Total Income ||395.36 ||26.39 |
|Total Expenditure ||153.31 ||12.44 |
|Profit before Tax and Depreciation ||242.05 ||13.95 |
|Less: Depreciation ||0.03 ||0.03 |
|Profit / (Loss) before tax ||242.02 ||13.91 |
|Exceptional Items ||126.39 ||0.00 |
|Less: Income Tax ||0.65 ||2.83 |
|Profit / (Loss) after tax ||369.06 ||11.09 |
|Add /(Less): Other Comprehensive Income ||-315.62 ||29.36 |
|Earning Per Share (Basic and Diluted) ||1.64 ||1.24 |
Due to future expansion plan your directors have not recommended payment of dividendfor the financial year under review.
Transfer to Reserves
The Company has not transferred any amount to reserves.
The Company does not have any income from principal business activities of the Companyof Non-Banking Financial Company. The total turnover of Rs. 395.36 Lakhs (Previous yearRs. 26.39 lakhs) derived by the Company is from other income which includes interestincome profit on sale of shares dividend etc. The Net Profit for the year beforeadjustment on account of comprehensive income under review amounted to Rs. 369.06 lakhs(Previous year Rs. 11.09 lakhs).
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 the Reserve Bank of India has passed an order dated 11thSeptember 2018 for cancellation of the Certificate of Registration No. 13.00576 dated31.03.1998 issued to the Company of Non-Banking Financial Company under section 45-I ofthe Reserve Bank of India Act 1934. The same was communicated to the Company vide itsLetter 440.360/13.27.002/2018-2019 dated 01.10.2018. The Company has made an applicationfor Appeal against the said order of RBI and the matter is pending with the RBI.
The Company was listed on Calcutta Stock Exchange since 15-06-1995. The Calcutta StockExchange has suspended the Company which appears on the website of the Calcutta StockExchange. The company has made communication in this regard to the Calcutta StockExchange.
As on March 31 2019 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 are re-appointed for a term of 5 years from the conclusion of this AnnualGeneral Meeting till the conclusion of Thirtieth Annual General Meeting.
The requirement of seeking approval of the members for ratification of appointment ofthe Statutory Auditors at every Annual General Meeting has been dispensed with as per theCompanies (Amendment) Act 2017. Accordingly no such item has been placed for approval ofthe members at this Annual General Meeting.
There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their audit reports on the financial statements for the year ended 31 March2019.
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 A'.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed Dipti Chandratre Practicing Company Secretaries to undertake the secretarialaudit of the Company for the financial year ended on 31st March 2019. TheSecretarial Audit Report for the financial year ended 31st March 2019 isattached as Annexure -B' and forms 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
Ms. Shailja Bagrodiya is retiring by rotation at the forthcoming Annual General Meetingand being eligible offers herself for reappointment.
Mr. Kaushal Mehta (DIN 02449463) Director of the Company has resigned w.e.f.31.07.2018 from his Directorship and Mr. Machhindra Patil (DIN 08179234) was appointed asDirector of the Company w.e.f. 31.07.2018.
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.
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 not engaged in manufacturing activity of any kind. The disclosure ofinformation relating to conservation of energy and technology absorption is therefore notapplicable 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
|Sr.No. ||Name of Directors ||Date of Appointment ||Date of Cessation |
|1 ||Mr. Santkumar Bagrodia ||29/03/1994 || |
|2 ||Mrs. 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 6 (Six) 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 |
|30/05/2018 ||4 |
|31/07/2018 ||4 |
|23/08/2018 ||4 |
|31/10/2018 ||4 |
|31/01/2019 ||4 |
|27/02/2019 ||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 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 ||Mr. Kaushal Atul Mehta* ||Independent Non-Executive ||Chairman ||4 ||2 |
|2 ||Mrs. Shailja Bagrodia ||Non-Executive ||Member ||4 ||4 |
|3 ||Mr. Satyanarayan Kabra ||Independent Non-Executive ||Chairman ||4 ||4 |
|4 ||Mr. Machhindra Patil ||Independent Non-Executive ||Member ||4 ||2 |
*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 responsibility 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 2019 and state that :
(i) in the preparation of the Annual Account the applicable Accounting standards havebeen followed with 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;
(iii) 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 clear understanding of variousrisks disciplined risk assessment and measurement procedures and continuous monitoring.The policies 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 Directors 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 positive attributes independence of a director and othermatters 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 for thesenior management and specifically to identify screen and review individuals qualified toserve as Executive and Non - executive Directors Independent Directors 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 Directors andthe senior management. The Committee further coordinates and oversees the annualself-evaluation of the performance of the Board Committees' and of individual 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 requirement of applicability of Regulation 15of SEBI (Listing obligation and disclosure requirements) Regulations 2015.
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.
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 ||Santkumar Bagrodia |
|Dated : 28/08/2019 ||Chairman |