GSL Securities Ltd Directors Report.

To,

The Members,

GSL Securities Limited.

Your Directors have pleasure in presenting the 27th (Twenty Seventh) Annual Report with the audited statement of Accounts for the year ended 31st March 2021.

Financial Results:

Summary of the working result of the company for the financial year ended 31st March, 2021 are given as below:

(Rs.in Lakhs)

Particulars 2020-21 2019-20
Total Income 27.82 32.22
Total Expenditure excluding depreciation 29.18 32.12
Profit before Tax and Depreciation (1.35) 0.10
Less: Depreciation 0.20 0.11
Profit / (Loss) before tax (1.55) (0.01)
Exceptional Items 0.00 0.00
Less: Taxes (0.002) (3.10)
Profit / (Loss) after tax (1.55) (3.11)
Add /(Less): Other Comprehensive Income 14.08 (35.54)
Total Comprehensive Income 12.53 (38.65)
Earnings Per Share (Basic and Diluted) (0.05) (0.10)

Dividend:

Directors do not recommended payment of dividend for the financial year under review.

Transfer to Reserves

During the year under review your directors have not transferred any amount to reserves.

Operation:

The total income of Rs. 27.82 Lakhs (Previous year Rs. 32.22 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. (1.59) lakhs (Previous year Rs. (3.11) 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.

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. Company has received letter no. T067 /

13.07.036/2020-21 dated May 18, 2021 form Reserve Bank of India, Appellate authority mentioning restoration of Certificate of Registration issued to Company under Section 45-IA of the Reserve Bank of India Act, 1934 i.e. NBFC Certificate.

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:

M/s. Baxi & Associates, Chartered Accountants, present Auditors of the Company, were appointed as statutory auditors for a period of four consecutive years (i.e. 2020-21, 2021-22, 2022-23 and 2023-24) by the members at the 26th AGM 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 2021.

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. Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 for the financial year ended 31st March, 2021, is available on the website of the Company.

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, 2021. The Secretarial Audit Report for the financial year ended 31st March, 2021 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.

The Shareholders at their 26th AGM held on September 30, 2020 approved the appointment of Suvarna Vitthal Shinde as an Independent Director for a period of five years effective from November 07, 2019.

Ms. Deepti Paliwal has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 02.04.2020. Ms. Deepti Paliwal has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 15.09.2020. Ms. Deepti Paliwal has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 30.09.2020.

Mr. Thanthoni Ananthapadmanabha Rao as Company Secretary and Compliance Officer of the Company w.e.f. 03.12.2020.

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 31.03.2021.

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 -
4 Mr. Machhindra Patil 31/07/2018 -

a) Board Meeting and Attendance

During the financial year 2020-21, Six (6) Board Meetings were held on June 30, 2020, August 28, 2020, September 15, 2020, November 07, 2020, December 03, 2020 and February 11, 2021 and the gap between two Board Meetings did not exceeds the gap as required under the act, rules and circulars made therein.

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 2020-21 Whether attended last AGM held on September 30, 2020
Mr. Santkumar Bagrodia Promoter and Executive Director 6 6 Yes
Mrs. Shailja Bagrodia Promoter and Non-Executive Director 6 6 Yes
Mrs. Suvarna Shinde Non - Executive Independent Director 6 6 Yes
Mr. Machhindranath Patil Non - Executive Independent Director 6 6 Yes

b) Audit Committee Meeting and Attendance

During the Financial Year 2020-21, total Five (5) Audit Committee Meetings were held on June 30, 2020, August 28, 2020, September 15, 2020, November 07, 2020 and February 11, 2021.

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, 2021 are as follows:

CHAIRMAN: Mr. Machhindranath Patil

MEMBERS: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

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 5 5

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 2020-21, Four (4) Nomination & Remuneration Committee Meetings were held on August 28, 2020, September 15, 2020, November 07, 2020 and December 03, 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, 2021 as follows:

CHAIRMAN: Mr. Machhindranath Patil

MEMBERS: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

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 4 4
Mrs. Shailja Bagrodia 4 4
Mrs. Suvarna Shinde 4 4

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 2020-21, One (1) Stakeholders Relationship Committee Meeting was held on February 11, 2021.

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, 2021 as follows:

CHAIRMAN: Mr. Machhindranath Patil

MEMBERS: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

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 2020-21, One (1) Independent Committee Meeting was held on February 11, 2021.

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, 2021 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.

Familiarization Programs of Independent Directors

Your 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.

Performance Evaluation

Pursuant 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 Audit Committee, Nomination & Remuneration 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 including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178

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.

Internal Financial Controls

Mr. Vineet M. Shah Chartered Accountants, Mumbai is re-appointed as the Internal Auditors of the company for the Financial Year 2020-21. Based on the report of Internal Audit function, 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 for inefficiency or inadequacy of such controls.

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 31.03.2021.

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, 2020. Hence, the Corporate Governance Report is not applicable to your company.

For the financial year 2021-22 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, 2021.

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 amended Code, as amended, is available on the website of the Company.

Business Responsibility Report

Pursuant 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 2020-21. The Company is outside the top thousand listed entities. In view of this Business Responsibility Report is not applicable.

Unclaimed Dividend and Unclaimed Shares

As at March 31, 2021 there is no unpaid/ unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

Vigil Mechanism

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Companys employees and the Company.

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.

Report on the Sexual Harressment 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 2020-21, 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.

Following matters were not applicable to the company for the financial year ended march 31, 2021 and thus no comments are required 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 r.w. 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 Companies Act, 2013.

Statement on compliances of secretarial standards:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

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.

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: 14.08.2021 Chairman
DIN: 00246168