GSL Securities Ltd Directors Report.

To,

The Members,

GSL Securities Limited.

Your Directors have pleasure in presenting the 26th (Twenty Sixth) Annual Report with the audited statement of Accounts for the year ended 31st March 2020.

Financial Results:

Summary of the working result of the company for the financial year ended 31st (Rs.in Lakhs) March, 2020 are given as below
Particulars 2019-20 2018-19
Total Income 32.22 395.36
Total Expenditure 32.23 153.31
Profit before Tax and Depreciation (0.10) 242.05
Less: Depreciation 0.11 0.03
Profit / (Loss) before tax (0.01) 242.02
Exceptional Items 0.00 126.39
Less: Income Tax (3.11) 0.65
Profit / (Loss) after tax (3.11) 369.06
Add /(Less): Other Comprehensive Income (35.54) (315.62)
Total Comprehensive Income (38.65) 53.44
Earnings Per Share (Basic and Diluted) (1.19) 1.64

Dividend:

Due to losses during the year under review your directors have not recommended payment of dividend for the financial year under review.

Transfer to Reserves

Due to losses during the year under review your directors have not transferred any amount to reserves.

Operation:

The Company does not have any income from principal business activities of the Company of Non-Banking Financial Company. The total income of Rs. 32.22 Lakhs (Previous year Rs. 395.36 Lakhs) derived by the Company is from other income which includes interest income, profit on sale of shares, dividend, etc. The Net Profit for the year before adjustment on account of comprehensive income under review amounted to Rs. (3.11) lakhs (Previous year Rs. 369.06 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 position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

During the year under review there no material significant order passed by any the regulators or courts or tribunals impacting the going concern status and companys operations in future. However, during the year under the Company has received the Notice no. 1287/93/13-00936/2018-19 dated 17th March, 2020 from RBI for surrender of original Certificate of Registration pursuant to an order dated 11th September, 2018 passed by Reserve Bank of India for cancellation of the Certificate of Registration No. 13.00576 dated 31.03.1998 issued to the Company for Non-Banking Financial Company under section 45-I of the Reserve Bank of India Act, 1934.

The Company had filed an Appeal against the said order of RBI. The appellate authority of RBI vide its order dated 29.06.2020 has held that RBI may review its order date 11.09.2018 and the matter is pending as on date.

Subsidiaries Company/ Associates Company /Joint Ventures Company:

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013. Statutory Auditor & Audit Report:

As per the provisions of Section 139 of the Act, M/s Viiay R. Tater & Co., Chartered Accountants (ICAI Firm Registration No. 111426W), were appointed as Statutory Auditors of your Company at the 25th AGM held on September 28, 2019 to hold office until the conclusion of the 30th AGM. However, M/s Viiay R. Tater & Co., vide their letter dated October 15, 2020 have resigned as Statutory Auditors of your Company pursuant to Section 139(2) of the Companies Act, 2013 as the Audit firm of listed entity shall not be reappointed more than two terms of five consecutive years. The Board thus appointed M/s. Baxi & Associates, Chartered Accountants (ICAI Firm Registration No. l22552W) as Statutory Auditors of your Company effective from November 01, 2019 in the casual vacancy caused by the said resignation till the conclusion of the ensuing AGM and the Members of your Company have approved the appointment of M/s. Baxi & Associates, Chartered Accountants as a statutory of auditor of the Company at the Extra Ordinary General Meeting held on December 23, 2019.

M/s. Baxi & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold the office till the conclusion of AGM to be held in the year 2020 and are eligible for re-appointment. The Board of Directors recommend re-appointment of M/s. Baxi & Associates, Chartered Accountants as the statutory auditors of the company for a period of 4 (Four) years commencing from the conclusion of AGM to be held in the year 2020 till the conclusion of AGM of the Company to be held in the year 2024.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit reports on the financial statements for the year ended 31 March 2020.

Extract of the Annual Return in Form MGT-9:

The details forming part of extract of annual return as per Form MGT- 9 is annexed herewith as ‘Annexure - A. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed Mr. Shiv Hari Jalan, Practicing Company Secretary to undertake the secretarial audit of the Company for the financial year ended on 31st March, 2020. The Secretarial Audit Report for the financial year ended 31st March, 2020 is attached 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-explanatory and 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 Director and KMP:

Mrs. Shailja Bagrodiya is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers herself for reappointment.

Ms. Deepti Paliwal was appointed as Company Secretary of the Company w.e.f. 14.06.2019.

Mrs. Swara Kanade was appointed as Chief Financial officer of the Company w.e.f. 13.06.2019 Mr. Satyanarayan Kabra has resigned as an Independent Director w.e.f. 31.10.2019.

Mrs. Suvarna Shinde (DIN: 08189122) was appointed as an Additional Independent Director for a period of five years with effect from November 07, 2019 at the meeting of Board of Directors held on November 07, 2019 subject to approval of shareholders at the ensuing Annual General Meeting.

Ms. Deepti Paliwal has resigned as Company Secretary of the Company w.e.f. 02.04.2020.

Declaration by Independent Directors:

All the independent directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013.

Deposits:

During the period under review, your company has not accepted any deposits as contemplated under the provisions of section 73 of the Companies Act, 2013. There are no deposits 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 of information relating to conservation of energy and technology 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 Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Board & Committee Meetings Details of Directors as on 31.03.2020.

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 Mrs. Suvarna Shinde 07/11/2019
5 Mr. Machhindra Patil 31/07/2018

a) Board Meeting and Attendance

During the financial year 2019-20, Eight (8) Board Meetings were held on May 30, 2019, June 13, 2019, June 14, 2019, July 31,2019, August 28, 2019, November 01,2019, November 07, 2019 and February 14, 2020 and the gap between two Board Meetings did not exceed 120 days.

Details of attendance at the Board of each Director are as follows:

Name Category No of Meeting entitled to attend No. of Board Meetings attended during the year 2019-20 Whether attended last AGM held on september 28, 2019
Mr. Santkumar Bagrodia Promoter and Executive Director 8 8 Yes
Mrs. Shailja Bagrodia Promoter and Non-Executive Director 8 8 Yes
Mrs. Suvarna Shinde Non - Executive Independent Director 1 1 NA
*Mr. Satyanarayan Parmanand Kabra Non - Executive Independent Director 5 5 Yes
Mr. Machhindranath Patil Non - Executive Independent Director 8 8 Yes

*Mr. Satyanarayan Kabra has resigned as an Independent Director w.e.f. 31.10.2019

b) Audit Committee Meeting and Attendance

During the Financial Year 2019-20, total Six (6) Audit Committee Meetings were held on May 30, 2019, June 13, 2019, July 31,2019, November 01,2019, November 07, 2019 and February 14, 2020.

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee as on March 31, 2020 are as follows:

Chairman: Mr. Machhindranath Patil

members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

Mr. Satyanarayan Kabra ceased to member of Audit Committee w.e.f. 31.10.2019

Mrs. Suvarna Shinde, Non-Executive Independent Director of Company was appointed as Member of the Audit Committee w.e.f. November 07, 2019.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Machhindranath Patil 6 6
Mrs. Shailja Bagrodia 6 6
Mrs. Suvarna Shinde 1 1
Mr. Satyanarayan Kabra 3 3

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance

During the Financial Year 2019-20, Five (5) Nomination & Remuneration Committee Meetings were held on June 13, 2019, June 14, 2019, November 01,2019, November 07, 2019 and February 14, 2020.

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination & Remuneration Committee are as on March 31,2020 as follows:

Chairman: Mr. Machhindranath Patil

members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

Mr. Satyanarayan Kabra ceased to member of Nomination & Remuneration Committee w.e.f. 31.10.2019

Mrs. Suvarna Shinde, Non-Executive Independent Director of Company was appointed as Member of the Nomination & Remuneration Committee w.e.f. November 07, 2019.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Machhindranath Patil 5 5
Mrs. Shailja Bagrodia 5 5
Mrs. Suvarna Shinde 1 1
Mr. Satyanarayan Kabra 2 2

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

d) Stakeholders Relationship Committee:

During the Financial Year 2019-20, One (1) Stakeholders Relationship Committee Meeting was held on February 14, 2020.

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Stakeholders Relationship Committee are as on March 31,2020 as follows:

Chairman: Mr. Machhindranath Patil

members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

Mr. Satyanarayan Kabra ceased to member of Stakeholders Relationship Committee w.e.f. 31.10.2019

Mrs. Suvarna Shinde, Non-Executive Independent Director of Company was appointed as Member of the Stakeholders Relationship Committee w.e.f. November 07, 2019.

The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Machhindranath Patil 1 1
Mrs. Shailja Bagrodia 1 1
Mrs. Suvarna Shinde 1 1

e) Independent Directors Meeting:

During the Financial Year 2019-20, One (1) Independent Committee Meeting was held on February 14, 2020. The attendance at the Meeting is as under:

Name of the Member No of Meeting entitled to attend No of Meeting attend
Mr. Machhindra Patil 1 1
Mrs. Suvarna Shinde 1 1

Directors Responsibility statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2020 and state that:

(i) in the preparation of the Annual Account, the applicable Accounting standards have been followed with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view and of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets 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 and that such internal financial controls are adequate and operating effectively: and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Risk Management Policy

The Companys risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with groups best practices and guidelines and in line with the local laws and regulations. The Board of Directors has oversight on all the risks assumed by the Company. The business activities are undertaken within this defined policy framework.

Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178;

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In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Nomination and Remuneration Committee oversee the Companys nomination process for the senior management and specifically to identify, screen and review individuals qualified to serve as Executive and Non - executive Directors, Independent Directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the AGM of the shareholders. The Committee has the overall responsibility of approving and evaluating the compensation plans, policies and programs for Directors and the senior management. The Committee further coordinates and oversees the annual self-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 particulars of Investments have been disclosed in the financial statements. There are no Loans given and guarantees given by the Company as at 31.03.2020.

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as “Annexure C”.

Corporate Governance:

Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31st March, 2019. Hence, the Corporate Governance Report is not included in this Report.

For the financial year 2020-21 Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31st March, 2020.

Related Party Transactions:

There were no Transactions of sale, purchase or supply of materials; sale, disposal, purchase of property of any kind, leasing of property of any kind, availing or rendering of any services, appointment as agent, appointment to any office or place of profit, underwriting etc. with Related Parties within the meaning and scope of Section 188 of Companies Act, 2013. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

Acknowledgement:

Your Directors would like to express their appreciation for co-operation and assistance received from the shareholders, bankers, government authorities and employees during the year under review.

On behalf of the Boards of Directors
Sd/-
Place: Mumbai Santkumar Bagrodia
Dated: 28.08.2020 Chairman
DIN:00246168