The Directors of the Company have pleasure in presenting the 31srAnnual Report together with the AuditedStatement of Accounts of Gajanan Securities Services Limited for the year ended 31st March 2025.
The Company has prepared the financial statements for the financial year ended March 31, 2025 under Section129, 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, 2025 has been as under: -
STANDALONE
CONSOLIDATED
FY 2024-25
FY 2023-24
Total Revenue
Revenue from operation
3,079.44
22,753.04
27,596.03
35,965.22
Other Income
171.10
-
Total (I)
3,250.54
27,767.13
Total Expenditure
Purchase of traded goods (Shares & Securities)
(Increase)/ decrease in inventories of finishedgoods, work-in-progress and traded goods
Employee benefit expense
4,200.00
5,100.00
Finance costs
9.76
0.04
69.66
43.18
Depreciation
26.85
36.23
36.24
Other expenses
6,207.60
5,730.62
12,708.16
8,165.95
Total (II)
10,444.21
9,966.89
17,904.67
12,445.37
Profit/(loss) for the year before tax
(7,193.67)
12,786.15
9,862.46
23,519.85
Tax Expense
(-)Current Tax
4,295.72
2673.98
( )Tax for earlier year
464.05
(-) Income Tax for earlier years
176.11
(-)Deferred Tax Liability
(17,695.62)
5,915.79
5915.8
(-)Bad Debts
Profit/(loss) for the year after tax before shareof results of associates and minority interestsresults of associates and minority interests
10,501.95
6,870.36
23,086.25
15,394.13
Add: Profit pertaining to Minority interests
1.65
1.43
Share of net profit of associates
82,815.22
Add: Adjustment for last year
Profit for the year
23,087.90
98210.78
The Company has during the year under review Revenue: -
i. From Standalone operation Rs. 3,079.44 hundred & income from other Sources is Rs. 171.10 hundred
ii. From Consolidated operation Rs. 27,596.03 hundred & income from other Sources is Rs. 171.10 hundred
During the financial year 2024-25, the investments already made by the company in various mutual funds havenot shown positive growth as compare to the previous year. Your Director's are making best efforts to furtherincrease its operations, for the benefit of the company.
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("ListingRegulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules madethereunder (as amended from time to time), the Consolidated Financial Statements of the Company for the FY2024-25 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of theAudited Financial Statements of the Company and its subsidiaries, as approved by the respective Board ofDirectors ("Board"). The Consolidated Financial Statements together with the Auditors' Report is forming part ofthe Annual Report.
The general business conditions affecting business are expected to remain stable and company is expected toperform well.
The information on the affairs of the Company has been given in Management Discussion and Analysis Reportforming part of the Annual Report.
Considering the present financial status of the Company, your directors do not recommend any dividend for theyear under report.
i. For standalone Rs. 10,501.95 hundred from Profit & Loss statement has been transferred to reserve, thetotal reserves for the financial year 2024-25 is Rs (26,402.29) hundred.
ii. For Consolidated Rs. 23,087.90 hundred from Profit & Loss statement has been transferred to reserve, thetotal reserves for the financial year 2024-25 is Rs 1,19,89,640.84 hundred
The total paid up capital of the Company as on March 31, 2025 is Rs. 3,10,20,000/- comprising of 3,102,000Equity Shares of Rs. 10/- each.
In accordance with provisions of Companies Act, 2013, Mrs. Suman Agarwal (DIN:-02307222) retires by rotationat the ensuing annual general meeting and being eligible, offers himself for re-appointment. The Boardrecommends her appointment for approval of members.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performanceevaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit,Nomination & Remuneration Committee.
Each of the Independent Directors have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in the circumstances whichmay affect their status as independent director during the year.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors, Senior Management and their remuneration.
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 madejudgments and estimates that were reasonable and prudent so as to give true and fair view of the stateof affairs of the Company for the year under review.
c) The directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Company andfor 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 suchinternal financial controls are adequate and were operating effectively.
f) The directors have devised proper system to ensure compliance with the provisions of all applicablelaws and that such system were adequate and operating effectively.
The Company has an Internal Financial Control System, which has been designed to provide a reasonableassurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assetsfrom unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.
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 fromthe conclusion of 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting of theCompany on such remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Auditor, plus taxes, as applicable and reimbursement of out-of-pocket expenses. Auditor'sObservations are self- explanatory read with notes on accounts and need no further explanation.
The Board had appointed M/s. Jain Khemka & Associates, Chartered Accountant (Firm Registration No. 325300E),Chartered Accountants, as Internal Auditors for the FY 2024-25 to conduct the internal audit of the various areasof operations and records of the Company. The periodic reports of the said internal auditors are regularly placedbefore the Audit Committee along with the comments of the management on the action taken to correct anyobserved deficiencies on the working of the various departments.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial auditreport. The report of the Secretarial Auditors is enclosed as ANNEXURE F to this report.
There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor's report and secretarialauditor's report.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directorsand employees to report genuine concerns has been established by the Board of Directors. The Vigil MechanismPolicy has been uploaded on the website of the Company at www.gajanansec.com.
In accordance with Sections 92 (3), 134 (3) (a) read with Rule 12 of the Companies (Management andAdministration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its websiteand can be accessed at https://www.gaianansec.com/investor-relations/investor-information/others#annual_return.
During the period under review there was no change in Subsidiaries / Joint Venture/Associate Company, as on31st March, 2025, the details of the Holding/subsidiary/Joint Venture are as followed:
Sl.
No
NAME AND ADDRESS OF THE COMPANY
HOLDING/SUBSIDIARY /ASSOCIATE
DATE OF BECOMINGHOLDING/SUBSIDIARY /ASSOCIATE
% of
shares
held
1
INNOVATION INFRAESTATES PRIVATE LIMITED
SUBSIDIARIES
24.03.2017
99.99%
2
MUKTI COMMERCIAL PVT LTD
99.83%
3
MANIROOP AGENCIES PRIVATE LIMITED
4
MAHABALA TRADECOM PRIVATE LIMITED
5
KINETIC DEALCOM PRIVATE LIMITED
6
CHATURBHUJ AGENCIES PVT LTD
Note -1
7
DOREMAN DISTRIBUTORS PVT LTD
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 ChaturbhujAgencies 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 DoremanDistributors Pvt Ltd respectively.
NOTE 3:- Shakambhari Overseas Trades Private Limited (ceased to be Associates w.e.f 22.03.2024).
Pursuant to the provisions of Section 129(3) of the Act, and in accordance with the Ind- As on ConsolidatedFinancial Statements read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, theConsolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended March 31,2025 are provided in the Annual Report.
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 FinancialYear under review, particulars of the employees pursuant to said provisions are not required to be given.
The particulars of every contract or arrangement entered into by the Company with related parties referred to insub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under thirdproviso thereto are disclosed in Form No. AOC-2 and the same is enclosed herewith as ANNEXURE E
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are asfollows:
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 sourcesof energy
(iii)
the capital investment on energy conservation equipment's
(b) Technology absorption
the efforts made towards technology absorption
the benefits derived like product improvement, cost reduction,product development or import substitution
in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not takenplace, and the reasons thereof
(iv)
the expenditure incurred on Research and Development
(c) Foreign Exchange Earnings and Out-Go
During the period under review there was no foreign exchange earnings or out flow.
During the year under review, your Company enjoyed cordial relationship with workers and employees at alllevels.
Your Directors hereby states that no disclosure or reporting is required in respect of the following items as therewere no transactions on these items during the year under review:
1. Details of Loans, Guarantees and Investment pursuant to Section 186 of the Companies Act, 2013 alongtransaction in which directors are interested are given in notes no 22 of standalone financialstatements;
2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is notapplicable to the Company, hence, there is no need to develop policy on CSR and take initiativethereon;
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 thegoing concern status and company's 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.
The provisions of the Companies Act, 2013 relating to employees, conservation of resources, foreign exchangeand outflows are not applicable to the Company for the period under review.
As required under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 with the StockExchanges, a report on Corporate Governance along with a certificate from Riteek Baheti, Practicing CompanySecretary (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 Dwhich form part of this Report.
In terms of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, yourCompany has adopted the revised Code of Conduct for Internal Procedures to Regulate, Monitor and ReportTrading by Insiders.
Your Directors thank and deeply acknowledge the co-operation and assistance received from the Company'sBankers providing their wholehearted co-operation and assistance. The Directors also express their deepappreciation for the dedicated and sincere services rendered by the officers and other employees of theCompany.
(DIN:00646116) (DIN:02307222)