Gajanan Securities Services Ltd Directors Report

Dear Members,

The Directors of the Company have pleasure in presenting the 29^thAnnual Report together with the Audited Statement of Accounts of Gajanan Securities Services Limited for the year ended 31^st March 2023.

FINANCIAL RESULT

The Company has prepared the financial statements for the financial year ended March 31, 2023 under Section 129, 133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS), as amended.

The performance of the Company during the period ended 31st March, 2023 has been as under: -

Figure in Rs 00

	STANDALONE		CONSOLIDATED
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Revenue
Revenue from operation	599.98	31,345.40	5,742.39	31,345.39
Other Income	75.00	-	-	43,067.85
Total (I)	674.98	31,345.40	5,742.39	74,413.24
Total Expenditure
Purchase of traded goods (Shares & Securities)	-	-	-	-
(Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods	-	-	-	-
Employee benefit expense	4200.00	3300.00	4,200.00	4,200.00
Finance costs	0.02	6.64	36.43	310.47
Depreciation	48.90	65.98	48.92	66.00
Other expenses	8,828.09	5,077.45	12,418.96	6,725.22
Total (II)	13,077.01	8,450.08	16,704.31	11,301.69
Profit/(loss) for the year before tax	(12,402.02)	22,895.32	(10,961.92)	63,111.55
Tax Expense
Current Tax	-	-	781.60	1,194.85
Tax for earlier year	-	-	(478.77)	9,984.84
Deferred Tax Liability	156.00	8,149.80	156.00	15,558.54
Bad Debts	-	2,701.51	-	2,701.50
Profit/(loss) for the year after tax before share of results of associates and minority interests results of associates and minority interests	(12,558.02)	12,044.01	(12,378.28)	53,641.50
Less: Loss pertaining to Minority interests			(0.25)	64.97
Share of net profit of associates Add: Adjustment for last year			64,520.30 (2067.96)	75,302.95 (50.00)
Profit for the year	(12,558.02)	12,044.01	54209.72	1,28,829.48

COMPANYS PERFORMANCE AFFAIR

The Company has during the year under review Revenue: -

i. From Standalone operation Rs. 599.98 hundred & income from other Sources Rs. 75.00 hundred.

ii. From Consolidated operation Rs. 5,742.39 hundred & income from other Sources is NIL.

During the financial year 2022-23, the investments already made by the company in various mutual funds have not shown positive growth as compere to the previous year. Your Directors are making best efforts to further increase its operations, for the benefit of the company.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of the Company for the FY 2022-23 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statements together with the Auditors Report is forming part of the Annual Report.

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable and company is expected to perform well.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of the Annual Report.

DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

RESERVES AND SURPLUS

i. For standalone Rs. (12,558.02) hundred from Profit & Loss statement has been transferred to reserve, the total reserves for the financial year 2022-23 is Rs (43,774.41) hundred.

ii. For Consolidated Rs. 54211.08 hundred from Profit & Loss statement has been transferred to reserve, the total reserves for the financial year 2022-23 is Rs 1,10,71,335.67 hundred

SHARE CAPITAL

The total paid up capital of the Company as on March 31, 2023 is Rs. 3,10,20,000/- comprising of 3,102,000 Equity Shares of Rs. 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Companies Act, 2013, Mrs. Suman Agarwal (DIN:-02307222) retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. The Board recommends her appointment for approval of members.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

Each of the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

REMUNERATION AND APPOINTMENT POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

AUDITORS:

Your Company, at its 28th Annual General Meeting, had appointed M/s. P Khetan & Co, Chartered Accountants, having Registration No. 327386E, as Statutory Auditors of the Company, for a period of 5 years beginning from the conclusion of 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditor, plus taxes, as applicable and reimbursement of out-of-pocket expenses. Auditors Observations are self- explanatory read with notes on accounts and need no further explanation.

INTERNAL AUDITORS

The Board had appointed M/s. Anoop Kumar Agarwal & Associate, Chartered Accountant (Firm Registration No. 326455E), Chartered Accountants, as Internal Auditors for the FY 2022-23 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The report of the Secretarial Auditors is enclosed as ANNEXURE G to this report.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditors report and secretarial auditors report.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established by the Board of Directors. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gajanansec.com.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 as a part of this Annual Report as ANNEXURE E.

SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

During the period under review there was no change in Subsidiaries / Joint Venture / Associate Company, as on 31st March, 2023 the company has following Holding/Associate /subsidiary:

NAME AND ADDRESS OF THE COMPANY	HOLDING/ SUBSIDIARY / ASSOCIATE	DATE OF BECOMING HOLDING/ SUBSIDIARY / ASSOCIATE	% of shares held
1 SHAKAMBHARI OVERSEAS TRADES PVT LTD	ASSOCIATE	07-09-2016	23.41%
2 INNOVATION INFRAESTATES PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.99%
3 MUKTI COMMERCIAL PVT LTD	SUBSIDIARIES	24.03.2017	99.83%
4 MANIROOP AGENCIES PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.83%
5 MAHABALA TRADECOM PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.83%
6 KINETIC DEALCOM PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.83%
7 CHATURBHUJ AGENCIES PVT LTD	SUBSIDIARIES	24.03.2017	Note -1
8 DOREMAN DISTRIBUTORS PVT LTD	SUBSIDIARIES	24.03.2017	Note -2

NOTE: _ _

Note-1:- By Acquiring interest/shareholding in M/s.MANIROOP AGENCIES PRIVATE LIMITED and M/s.MUKTI COMMERCIAL PRIVATE LIMITED who holds 50.58% and 49.42% Shareholding of the CHATURBHUJ AGENCIES PVT LTD respectively.

Note 2:- By Acquiring interest/shareholding in M/s.KINETIC DEALCOM PRIVATE LIMITED and M/s. MAHABALA TRADECOM PRIVATE LIMITED who holds 50.63% and 49.37 % Shareholding of the DOREMAN DISTRIBUTORS PVT LTD respectively.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act, and in accordance with the Ind- As on Consolidated Financial Statements read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended March 31, 2023 are provided in the Annual Report.

PARTICULARS OF EMPLOYEES:

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per the companies Act, 2013 and applicable provision of companies Act, 2013 during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 and the same is enclosed herewith as ANNEXURE F

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy	Nil
(ii) the steps taken by the company for utilizing alternate sources of energy	Nil
(iii) the capital investment on energy conservation equipments	Nil

(b) Technology absorption

(i) the efforts made towards technology absorption	Nil
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported	Nil
(b) the year of import;	Nil
(c) whether the technology been fully absorbed	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
(iv) the expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings and Out-Go

During the period under review there was no foreign exchange earnings or out flow.

CHANGES BETWEEN THE END OF THE FINANCIAL YEARS AND DATE OF THE REPORT: N.A INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: ^{1 2 3}

1. Your Company has not provided Loans, Guarantees or made Investment pursuant to Section 186 of the Companies Act, 2013;

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company has not accepted deposits covered under Chapter V of the Act;

4. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

5. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

OTHER PARTICULARS

The provisions of the Companies Act, 2013 relating to employees, conservation of resources, foreign exchange and outflows are not applicable to the Company for the period under review.

CORPORATE GOVERNANCE

As required under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a report on Corporate Governance along with a certificate from Riteek Baheti, Practicing Company Secretary (CP No 17766) regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and Certification by CEO and CFO or Managing Director are given as Annexure- A, B, C and D which form part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted the revised Code of Conduct for Internal Procedures to Regulate, Monitor and Report Trading by Insiders.

ACKNOWLEDGEMENT

Your Directors thank and deeply acknowledge the co-operation and assistance received from the Companys Bankers providing their wholehearted co-operation and assistance. The Directors also express their deep appreciation for the dedicated and sincere services rendered by the officers and other employees of the Company.