Directors Report of Gajanan Securities Services Ltd.

Mar 31, 2015

Dear members,

The Directors hereby present the 21st Annual Report together with the Audited Statement of Accounts of Gajanan Securities Services Limited for the year ended 31st March 2015.

FINANCIAL RESULTS

2014-15 2013-14

Particulars Current Year Previous Year

Total Income

Revenue from operations 5,11,211 12,01,554

Other income 9,47,763 38,182

Total Revenue (I) 14,58,974 12,39,736

Total Expenditure

a. Purchase of traded goods (Shares & Securities) 4,64,380 32,836

b. Increase/(Decrease) in Stock (64,771) 2,72,362

c. Employee benefit expense 6,73,500 1,23,000

d. Finance Costs 28,077 -

e. Depreciation 82,116 2,08,782

f. Other Expenses 18,48,844 60,510

Total Expenditure (II) 30,32,146 6,97,490

Profit/(loss) for the year before tax (15,73,172) 5,43,476

Tax Expense - 72,254

Profit/(loss) for the year after tax (15,73,172) 4,71,222

Earnings per equity share [nominal value (0.51) 0.15 of share Rs. 10

COMPANY''S PERFORMANCE AFFAIR

The Company has during the year traded in shares and the turnover in shares was Rs. 5,11,211. Your Directors are positive about the Company''s operations and making best efforts to increase its operations.

FUTURE OUTLOOK

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

DIVIDEND

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

RESERVES AND SURPLUS

The Debit balance of Profit & Loss statement amounting to Rs. (15,73,172) for financial year under review is transferred to Surplus/(deficit) Account. The total reserves for the financial year 2014-15 is Rs. (41,23,370)

SHARE CAPITAL

The total paid up capital of the Company as on March 31, 2015 is Rs. 3,10,20,000/- comprising of 3102000 Equity Shares of Rs. 10/- each. The arrears of Rs. 1,06,000/- against 14,200 equity shares which was due on partly paid-up shares has been received during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Companies Act, 2013, Mr. Natwar Lal Bedia(DIN: 01011906) retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment for approval of members.

Also, in accordance with provisions of the Companies Act, 2013, Mr. Aditya Poddar, has been appointed as Chief Financial Officer in place of Mr. Ritesh Khaitan who vacated office as Chief Financial Officer on 31.03.2015.

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.

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 had 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 had 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 AND AUDITOR''S REPORT:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. P.K.C & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twentieth annual general meeting (AGM) of the Company held on May 28, 2014 till the conclusion of the twenty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Auditor''s Observations are self- explanatory read with notes on accounts and need no further explanation. 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.

The Secretarial Audit Report does not contain any qualification.

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.gaianansec.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.

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 section 217(2A) of the companies Act, 1956 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 arm''s length transactions under third proviso thereto are disclosed in From 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 Nil of energy

(iii) the capital investment on energy conservation equipment''s Nil

(b) Technology absorption

(i) the efforts made towards technology absorption Nil

(ii) the benefits derived like product improvement, cost reduction, Nil product development or import substitution

(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 Nil place, and the reasons thereof

(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.

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. 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 do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

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

5. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

6. 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, 1956 and applicable provisions of 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 in the Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from P.K.C & Co., Chartered Accountants, regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and Certification by CEO and CFO 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 in 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 Company''s 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.

Place: 9/12, Lal Bazar Street On behalf of the Board 3rd Floor, Block - A Sd/- Kolkata - 700 001 Archana Bedia(DIN: 00732386) Date: 30th May, 2015 Managing Director & CEO

Sd/- Natwar Lal Bedia(DIN: 01011906) Director

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Mar 31, 2014

Dear Members,

The Directors hereby present the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

2013-14 2012-13

Particulars Current Year Previous Year

Total Income

Revenue from operations 1,202,784 207,878

Other income 38,182 9,214

Total Revenue (I) 1,240,966 217,092

Total Expenditure

a. Purchase of traded goods (Shares & Securities) 32,836 125,288

b. Increase/(Decrease) in Stock 272,36 290,006

c. Employee benefit expense 123,000 48,000

d. Other expenses 208,782 52,987

e. Depreciation 60,510 9,234

Total Expenditure (II) 697,490 325,515

Profit/(loss) for the year before tax 543,476 (108,423)

Tax Expense 72,254 -

Profit/(loss) for the year after tax 471,222 (108,423)

Earnings per equity share [nominal value 0.15 (0.03) of share Rs.10

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 217 (2 AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Accounts for the Financial Year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 of the state of affairs of the Company at the end of the financial year and of profit of the company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records with the provision of the Companies Act, 1956 and applicable provisions of companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

4. That the Directors have prepared Accounts for the financial year ended 31st March, 2014 on a going concern basis.

DIRECTORS :

The Company has received notice along with requisite deposit from a Shareholder u/s. 160 of the Companies Act, 2013 proposing Mr. Pankaj Rajgaria and Mr. Mohan Lal Bajaj as Directors of the Company.

AUDITORS:

M/s. P.K.C & Co., Chartered Accountants, Auditors of the Company retires and being eligible offer themselves for re-appointment. Necessary certificate under section 141 of The Companies Act, 2013 read with Companies'' (Audit & Auditors) Rules 2014 has been received from the retiring confirming their eligibility.

Auditor''s Observations are self- explanatory read with notes on accounts and need no further explanation.

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 section 217(2A) of the companies Act, 1956 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.

COMPLIANCE CERTIFICATE:

In Accordance with the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance) Rules, 2001 the company has obtained a Compliance certificate from Practicing Company Secretary and a copy of the same is annexed which forms part of his report.

OTHER PARTICULARS

The provisions of the Companies Act, 1956 and applicable provisions of 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 in the Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from P.K.C & Co., Chartered Accountants, regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and Certification by CEO and CFO 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, 1992, your Company has adopted in the Code of Conduct for Prevention of Insider Trading.

ACKNOWLEDGEMENT

Your Directors thank and deeply acknowledge the co-operation and assistance received from the Company''s 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.

Place: 9/12, Lal Bazar Street On behalf of the Board

3rd Floor, Block - A

Kolkata – 700 001 Sd/- Archana Bedia

Archana Bedia Date: 30th April, 2014 Managing Director & CEO

Sd/- Natwar Lal Bedia

Natwar Lal Bedia

Director

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Mar 31, 2013

Dear Members,

The Directors present the Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS

During the year under review the Company has a Net Loss of Rs. 108,423/- which has been carried over to the balance sheet.

DIVIDEND

Due to loss during the year, your directors are unable to propose any dividend.

AUDITORS REPORT

The observation of the Auditors and notes on accounts are self- explanatory and has been suitably dealt with in Notes.

AUDITORS

M/s. P.K.C & Co. of 5, Motisil Street, 4th Floor, Room No. 30, Kolkata - 700 013, were appointed as auditors of the company. They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) amended Rules, 1988 during the year under review.

COMPLIANCE CERTIFICATE

Pursuant to section 383A of the Companies (Amendment) Act, 2000, Compliance Certificate obtained from whole time secretary is enclosed.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures.

2. That the directors had 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 of the state of affairs of the Company at the end of the financial year and of profit & loss Account of the company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

OTHER PARTICULARS

The provisions of the Companies Act, 1956 relating to employees, conservation of resources, foreign exchange and outflows are not applicable to the Company for the period under review.

ACKNOWLEDGEMENT

Your Directors thank and deeply acknowledge the co-operation and assistance received from the Company''s 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.

Place: 9/12, Lal Bazar Street On behalf of the Board 3rd Floor, Block - A Kolkata – 700 001

Date: 28th May 2013 Director

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Mar 31, 2012

Dear Members,

The Directors present the Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012

FINANCIAL RESULTS

During the year under review the Company has a Net Loss of Rs. 399,629/- which has been carried over to the balance sheet.

DIVIDEND

Due to loss during the year, your directors are unable to propose any dividend.

AUDITORS REPORT

The observation of the Auditors and notes on accounts are self- explanatory and has been suitably dealt with in Notes.

AUDITORS

M/s. P.K.C & Co. of 5, Motisil Street, 4th Floor, Room No. 30, Kolkata - 700 013, were appointed as auditors of the company. They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) amended Rules, 1988 during the year under review.

COMPLIANCE CERTIFICATE

Pursuant to section 38(3A) of the Companies (Amendment) Act, 2000, Compliance Certificate obtained from whole time secretary is enclosed.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures.

2. That the directors had 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 of the state of affairs of the Company at the end of the financial year and of profit & loss Account of the company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

OTHER PARTICULARS

The provisions of the Companies Act, 1956 relating to employees, conservation of resources, foreign exchange and outflows are not applicable to the Company for the period under review.

ACKNOWLEDGEMENT

Your Directors thank and deeply acknowledge the co-operation and assistance received from the Company''s 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.

Place: 9/12, Lal Bazar Street On behalf of the Board 3rd Floor, Block - A Kolkata – 700 001 Date: 30th May 2012 Director

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Mar 31, 2011

Dear Members.

The directors have pleasure in presenting their 17lh Annual report of the company together with Audited Statement of Accounts of the company for the year ended 31sl March 2011.

FINANCIAL RESULTS:

During the year under review the company has suffered a Net Loss of Rs. 127943.77, Which has been carried over to the Balance Sheet.

DIVIDEND:

Owing to the carry forward loss during the year, your directors are unable to propose any dividend.

DIRECTORS:

in accordance with the provision of the companies Act, 1956 and Company''s Articles of Association, Sri Sita Ram Bedia retires at the conclusion of the Annual General Meeting and being eligible, offers herself for re-appointment.

AUDITORS REPORT:

The notes on account referred to in the Auditors Report are self explanatory and therefore do not call for any further comments

AUDITORS:

M/S P.K.C. & CO. Chartered Accountants, Auditors of the Company retires at the Annual General Meeting and eligible for the reappointment offers for reappointment.

PARTICULARS OF EMPLOYEES:

None of the employees of the company is drawing remuneration in excess of the limit prescribed under section 2I7(2A) of the Companies Act, 1956 read together with Companies (Particulars of Employees) amended Rules, 1988 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the Companies [Amendment] Act. 2000 the directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures.

2. That the directors had 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 of the state of the affairs of the company at the end of the financial year and the profit and loss of the company for that period

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

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

Information on accordance with the provisions of section 2l7(l)(e) of the Companies Act, 1956 read together with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption and Foreign Exchange and outgo is as under: -

-i) Conservation of Energy . : Nil

ii) Technology Absorption :Nil iii) Foreign Exchange Earnings & outgo

a) Foreign Exchange Earnings : Nil

b) Foreign Exchange Outgo : Nit

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report is out in Annexure forming part of this report.

ACKNOWLEDGEMENT:

Your Directors thank and deeply acknowledge the co-operation and assistance received from the company''s 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.

Place: Kolkata For and on behalf of Board of Directors Date: 29.08.2011 Directors