To,
The Members,
GSL Securities Limited.
Your Directors are pleased to present 29th (Twenty Ninth)
Annual Report of Company together with Audited Statement
of Accounts and the Auditors Report for the financial year ended
31st March, 2023.
Financial Results
The summary of the financial performance of the company for the
financial year ended 31st March, 2023 are given as
below:
(Rs.in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Total Income |
23.17 |
23.06 |
| Total Expenditure excluding depreciation |
34.38 |
34.43 |
| Profit before Tax and Depreciation |
(11.21) |
(11.37) |
| Less: Depreciation |
0.06 |
0.13 |
| Profit / (Loss) before tax |
(11.27) |
(11.50) |
| Exceptional Items |
0.00 |
0.00 |
| Less: Current Tax |
0.00 |
0.00 |
| Deferred Tax |
0.01 |
0.01 |
| Profit / (Loss) after tax |
(11.28) |
(11.51) |
| Add /(Less): Other Comprehensive Income |
(12.49) |
0.55 |
| Total Comprehensive Income |
(23.77) |
(10.96) |
| Earnings Per Share (Basic and Diluted) |
(0.35) |
(0.35) |
Dividend
The Board of Directors of the Company, after considering holistically
the relevant circumstances, has decided not to recommend any Dividend for the financial
year 2022-23 due to loss incurred by the Company. Pursuant to Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), top one thousand listed entities
based on market capitalization shall formulate a dividend distribution policy. The Company
is outside the purview of top one thousand listed entities. In view of this formulation of
a dividend distribution policy is not applicable to the Company.
Transfer to Reserves
During the year under review, the Company has not transferred any
amount to Reserves.
Operations
The total income of Rs. 23.17 Lakhs (Previous year Rs. 23.06 Lakhs)
derived by the Company for the financial year 2022-23. The Net Profit for the year before
adjustment on account of comprehensive income under review amounted to Rs. (11.28) lakhs
(Previous year Rs. (11.51) lakhs).
Share Capital
As at March 31, 2023, the Authorized Share Capital of the Company is
Rs. 5,25,00,000 divided into 52,50,000 equity
shares of Rs.10/- each.
The paid-up Equity Share Capital as on 31st March, 2023 is Rs.
3,25,00,000 divided into 32,50,000 equity shares of
Rs.10/- each.
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.
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 no material significant order passed by
any the regulators or courts or tribunals
impacting the going concern status and companys operations in
future.
Subsidiaries Company/ Associates Company /Joint Ventures Company
The Company has no subsidiary/Joint ventures/Associate Companies as per
the provisions of Companies Act, 2013.
Change in the nature of business
There is no change in the nature of the business of the company
Deposits
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
for furnishing of details of deposits which are not in compliance with the Chapter V of
the Act is not applicable.
Particulars of loans, guarantees or investments under section 186 of
the Companies Act, 2013
Details of Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in Notes to the Financial Statements forming part of
Annual Report. There are no Loans and Guarantees given by the Company as at 31.03.2023.
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.
Extract of the Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return of the Company as on March 31,
2023 is available on the website of the Company at
httpswww.gslsecurities.com.
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.
Directors and Key Managerial Personnel:
Mr. Santkumar Bagrodia was re-appointed as the Managing Director of the
Company for a period of 3 (Three) years
from 01.10.2022 upto 30.09.2025 at AGM held on 29.09.2022.
Mr. Mahesh Purohit was appointed as a Compliance officer of the Company
with effect from 05.04.2023. Further he was appointed as a Company Secretary and
Compliance officer of the Company with effect from 30.05.2023 from existing designation
i.e. Compliance officer of the Company.
Mr. Thanthoni Ananthapadmanabha Rao retired as a Company Secretary of
the Company due to age factor with effect
from 30.05.2023.
Mr. Machhindra Patil (DIN: 08179234) was appointed as an Independent
Director of the Company at the AGM, held on September 29, 2018 for a tenure of 5 years
from July 31, 2018 to July 30, 2023. Pursuant to the provisions of Section 149 of the Act
read with relevant rules made thereunder, an independent director can hold the office for
a term of up to 5 consecutive years on the Board of a company, but is eligible for
re-appointment on passing of a special resolution by the company, based on the report of
evaluation of performance for another term of up to 5 years. No independent director can
hold office for more than two consecutive terms.
Further to the aforesaid and based on the recommendation of the
Nomination and Remuneration Committee of the Company ("NRC"), the Board at its
Meeting held on August 14, 2023 has approved the re-appointment of Mr. Machhindra Patil
(DIN: 08179234) as an Independent Director for a second term of 5 consecutive years from
July 31, 2023 to July 30, 2028, subject to the approval of the Members by way of a special
resolution.
The NRC identifies and ascertains the integrity, professional
qualification, areas of expertise and experience of the person, who is proposed to be
appointed as a director and appropriate recommendation is made to the Board with respect
to his / her appointment to maintain balance, ensure effective functioning of the Board
and ensure orderly succession planning. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience, expertise and hold
highest standards of integrity.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees, and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Company.
Retirement by rotation
Section 152 of the Act provides that unless the Articles of Association
provide for retirement of all directors at every AGM, not less than two-third of the total
number of directors of a public company (excluding the Independent Directors) shall be
persons whose period of office is liable to determination by retirement of directors by
rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Santkumar
Bagrodia (DIN 00246168) is retiring by rotation at the ensuing Annual General Meeting and
being eligible, has offered himself for re-appointment
Board of Directors and its Meeting
The composition of Board of Directors as on March 31, 2023 is stated
below:
| 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. Machhindranath Krishna Patil |
31/07/2018 |
— |
| 4 |
Mrs. Suvarna Vitthal Shinde |
07/11/2019 |
— |
Meeting of Board and Attendance
The Board has met four (4) during the year. The meeting of Board of
Directors were held on May 30, 2022, August 11, 2022, November 12, 2022 and February 10,
2023. The requisite quorum was present at all the Meetings held during the year. The gap
between two Meetings of Board did not exceed the gap as required under the Act, Rules and
circulars made therein.
The details of attendance of Directors in their meeting are as under:
| Name |
Category |
No of Meeting entitled to
attend |
No. of Board Meetings
attended during the year 2022-23 |
Whether attended last AGM
held on September 29, 2022 |
| Mr. Santkumar Bagrodia |
Promoter and Executive
Director |
4 |
4 |
Yes |
| Mrs. Shailja Bagrodia |
Promoter and Non-Executive
Director |
4 |
4 |
Yes |
| Mr. Machhindranath Krishna Patil |
Non - Executive Independent
Director |
4 |
4 |
Yes |
| Mrs. Suvarna Vitthal Shinde |
Non - Executive Independent
Director |
4 |
4 |
Yes |
Committees of the Board
The Board of the Company has duly constituted Committees to deal with
specific areas and activities which concern the Company and requires a closer review. The
Committees of Board meet at regular intervals and take necessary steps to perform its
duties entrusted by the Board.
During the financial year the Company has three (3) Board Level
Committees: A) Audit Committee; B) Nomination and Remuneration Committee; C)
Stakeholders Relationship Committee;
Meeting of Audit Committee and Attendance
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 composition, quorum, powers, role and scope are in accordance with
Section 177 of the Companies Act, 2013. The Composition of the Audit Committee as on March
31, 2023 is as follows: Chairman: Mr. Machhindranath Patil Members: Mrs. Shailja
Bagrodia and Mrs. Suvarna Shinde
During the Financial Year 2022-23, the Audit Committee has met four (4)
times. The meetings of Audit Committee were held on May 30, 2022, August 11, 2022,
November 12, 2022 and February 10, 2023. The details of attendance of members of Audit
Committee in their meeting are as under:
| Name of the Member |
No of Meeting entitled to attend |
No of Meeting attend |
| Machhindranath Krishna Patil |
4 |
4 |
| Suvarna Vitthal Shinde |
4 |
4 |
| Shailja Bagrodia |
4 |
4 |
There are no instances where the Board had not accepted the
recommendations of the Audit Committee.
Meeting of Nomination & Remuneration Committee and Attendance
The Company has duly constituted Nomination & Remuneration
Committee to align with the requirements prescribed under the provisions of the Companies
Act, 2013. 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.
The Composition of the Nomination & Remuneration Committee as on
March 31, 2023 is as follows: Chairman: Mr. Machhindranath Patil Members: Mrs.
Shailja Bagrodia and Mrs. Suvarna Shinde
During the Financial Year 2022-23, One (1) Meeting of Nomination &
Remuneration Committee was held on August 11,
2022. The requisite quorum was present at the Meeting held during the
year.
The details of attendance of members of Nomination and Remuneration
Committee in their meeting are as under:
| Name of the Member |
No of Meeting entitled to attend |
No of Meeting attend |
| Machhindranath Krishna Patil |
1 |
1 |
| Suvarna Vitthal Shinde |
1 |
1 |
| Shailja Bagrodia |
1 |
1 |
Meeting of Stakeholders Relationship Committee and Attendance:
The Company has duly constituted Stakeholders Relationship Committee to
align with the requirements prescribed
under the provisions of the Companies Act, 2013.
The Composition of the Stakeholders Relationship Committee as on March
31, 2023 is as follows: Chairman: Mr. Machhindranath Patil Members: Mrs. Shailja
Bagrodia and Mrs. Suvarna Shinde
During the Financial Year 2022-23, One (1) Stakeholders Relationship
Committee Meeting was held on August 11,
2022. The details of attendance of members of Stakeholder Relationship
Committee in their meeting are as under:
| Name of the Member</td>
| No of Meeting entitled to attend |
No of Meeting attend |
| Machhindranath Krishna Patil |
1 |
1 |
| Suvarna Vitthal Shinde |
1 |
1 |
| Shailja Bagrodia |
1 |
1 |
Meeting of Independent Directors
Mr. Machhindranath Krishna Patil and Mrs. Suvarna Vitthal Shinde are
the Independent Director on the Board of the
Company. During the Financial Year 2022-23, One (1) Meeting of
Independent Director was held on August 11, 2022.
The details of attendance of Independent Director in their meeting are
as under:
| Name of the Member |
No of Meeting entitled to attend |
No of Meeting attend |
| Machhindranath Krishna Patil |
1 |
1 |
| Suvarna Vitthal Shinde |
1 |
1 |
Declaration by Independent Directors
The declarations required under Section 149(7) of the Companies Act,
2013 from the Independent Directors of the Company confirming that they meet the criteria
of independence under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b)
of SEBI (LODR) Regulations, 2015, have been duly received by the Company along with a
declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies
(Appointment of Directors) Rules 2014. The independent directors have also complied with
the Code for Independent Directors prescribed in Schedule IV to the Act and Code of
Conduct for Directors and senior management personnel. In the opinion of the Board, there
has been no change in the circumstances which may affect their status as Independent
Directors of the Company.
Familiarization Programs of Independent Directors
The Company has established well defined familiarization and induction
program. Further, at the time of the appointment of an Independent Director, the Company
issues a Letter of appointment outlining his / her role, function, duties and
responsibilities.
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, 2023 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.
Performance Evaluation
In pursuance to the provisions of the Companies Act, 2013 the Board has
carried out an evaluation of its own
performance, the Directors individually as well as the evaluation of
the working of its Committee.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgment, safeguarding the
interest of the Company and its minority shareholders etc. The performance evaluation of
the Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Secretarial Department.
The Directors expressed their satisfaction with the evaluation process.
Companys policy on directors appointment and remuneration
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 Annual General Meeting 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.
Statutory Auditor & Audit Report
M/s. Baxi & Associates, Chartered Accountants, (Firm Registration
Number: 122552W), were appointed as statutory auditors for a period of (4) four
consecutive years (i.e. 2020-21 to 2023-24) by the members at the 26th Annual
General Meeting of the Company held on 30th September, 2020.
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 2023.
During the year, the Statutory Auditors have confirmed that they
satisfy the independence criteria required under the
Companies Act, 2013, the Code of Ethics issued by the Institute of
Chartered Accountants of India.
Secretarial Audit Report
M/s Shivhari Jalan & Co., Practicing Company Secretary is appointed
as secretarial auditor of the Company for the financial year 2022-23, as required under
section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
The observation by the Secretarial Auditors in their audit reports is
self-explanatory.
The Secretarial Audit Report for the financial year ended 31st
March, 2023 is attached herewith and forms a part of the
report of the Directors.
Internal Financial Controls
Based on Internal Audit report of Mr. Vineet M. Shah for the financial
year 2022-23, corrective action are undertaken in the respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board. During the year under review, no material
or serious observation has been received from the Internal Auditors of the Company on the
efficiency or adequacy of such controls.
Mr. Vineet M. Shah, Chartered Accountants was re-appointed as the
Internal Auditor of the company for the Financial
Year 2022-23.
Corporate Social Responsibility
The Company doesnt fall under the ambit of Section 135 (1) read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014. Hence formulation of Corporate Social
Responsibility Policy is not applicable to the Company.
Vigil Mechanism
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors of the Company has, pursuant
to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy
for Directors and employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports etc. The employees of the Company have the right/option
to report their concern/grievance to the Chairman of the Audit Committee. No person has
been denied access to the Chairman of the Audit Committee.
During the financial year 2022-23, no complaints were received from any
Directors and employee of the Company.
Particulars of Employee
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of Section 197 of the
Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are in Annexure
‘A.
Management Discussion and Analysis Report
The 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 B".
Business Responsibility Report
In pursuance to Regulation 34 of the SEBI Listing Regulations, top one
thousand listed entities based on market capitalization (calculated as on March 31 of
previous financial year) shall provide Business Responsibility Report for the financial
year 2022-23. The Company does not fall under the list of top thousand listed entities. In
view of this Business Responsibility Report is not applicable to the Company.
Corporate Governance
The 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, 2023.
Hence, the Corporate Governance Report is not applicable to your company and is not
included in this Report.
Code of Conduct for Prohibition of Insider Trading
Your Company has in place a Code of Conduct for Prohibition of Insider,
which lays down the process for trading in securities of the Company by the Designated
Persons and to regulate, monitor and report trading by the employees of the Company either
on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price
Sensitive Information. The aforementioned Code, as amended from time to time, is available
on the website of the Company.
Unclaimed Dividend and Unclaimed Shares
As on March 31, 2023 there is no unpaid/ unclaimed Dividend and the
shares to be transferred to the Investor
Education & Protection Fund.
Report on the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act
2013
The Company has in place a policy for prevention of Sexual Harassment
at the Workplace in line with the requirements
of Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
In terms of section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013, we report that, during the financial year 2022-23, no case has
been reported under the said Act.
Issue of Shares
i. The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
ii. The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section 54(1)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
iii. The Company has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence no information as per provisions of
Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
Matters not applicable to the Company for the financial year 2022-23
During the financial year 2022-23, the matters stated below were not
applicable to the Company, thus no comments
were made by the Board of Directors on the same: i. Details of Voting
Rights not exercised by the employees u/s 67(3)(c) of Companies Act, 2013 read with
Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014.
ii. There are no applications made by or any proceedings pending
against the Company under the Insolvency and
Bankruptcy Code, 2016, during the year under review.
iii. Maintenance of Cost Records under section 148 of the Companies
Act, 2013.
General Disclosure:
i. During the year under review there are no shares in the demat
suspense account or unclaimed suspense
account of the Company.
ii. During the year under review, there were no instance of one-time
settlement with banks or financial institutions and hence the differences in valuation as
enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not
arise
iii. During the Financial year no application has been made and no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
Statement on compliances of secretarial standards
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on
Board and General Meetings of the Company.
Listing with stock exchanges
The Companys Equity Shares are listed at BSE Limited with script
code 530469. The Company has also listed on
Calcutta Stock Exchange and trading of securities of the Company has
been suspended on Calcutta Stock Exchange.
Disclosure as required under Clause 5a to Para A of Part A of Schedule
III of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
The Company or the shareholders, promoters, promoter group entities,
related parties, directors, key managerial personnel, employees of the listed entity or of
its holding, subsidiary or associate company has not entered into agreements among
themselves or with a third party, or solely or jointly, which, either directly or
indirectly or potentially or whose purpose and effect is to, impact the management or
control of the Company or impose any restriction or create any liability upon 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 Board of Directors
|
Santkumar Bagrodia |
|
Chairman and Managing Director |
|
DIN: 00246168 |
| Place: Mumbai |
|
| Date: 14.08.2023 |
|
+91-9892691696
