NOTICE

I{OTICE is hereby given that the 25tr' (Twenty Fifth) Annual General Meeting of the rnembers of M/s.

GSL SECURITIES LIMITED ('the Company') will be held orr Saturdayo 28th September, 2019 at

11.00 a.nr. at Registered Office of the Company at ll25 & 11261st Floor, Tardeo AirconditionetlMarket Society, Tardeo Road, Mumtrai - 400 034, to transact the following business.

ORDINARY BUSINESS:

l. To receive, consider and adopt the Audited Financial statements of the company for the financial year

ended 31" March 2019 andthe Director's Report and Auditor's Report thereon.

2. To appoint a Director in place of Ms. Shailja Bagrodiya (DIN 00246710), who retires by rotation and

being eligible, offers herself for reappointment.

3. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass,

with or without modification(s), the following resolution as an ordinary resolution:

11ESOLVED THAT pursuant to Sections 139, 142 of the Companies Act, 2013 ("Act") and other

applicable provisions, if any, of the said Act and Companies (Audit and Auditors) Rules, 2014 rnade

thereuncler and other applicable rules, if any, under the said Act (including any statutory rnodification(s)

or re-elactnrent thereof for the time being in force) M/s. Vijay R. Tater & Co., Chartered Accoltntattts.

Mumbai (Firm Registration No. 111426W), be and is hereby appointed as the Statutory ALrditors of the

Company commencing from the conclusion of this Annual General Meeting till the conclusion ofthirtieth Annual General Meeting at a remuneration to be fixed by the Audit Cornmittee and/or Board ofDirectors of the Company, in addition to the re-imbursement of applicable taxes and actual out of pocket

and travelling expenses incurred in connection with the audit and billed progressively.

SPECIAL BUSINESS:

4. To approve Increase in remuneration of Mr. Santkumar Bagrodia, Managing Director of tlie Cornpany

a1cl ip i[is regard to corrsider and if thought fit, to pass, with or without modification(s), the following

lesolution as Special Resolution:

"RESOLVBD THAT pursuant to the recommendation of Nomination and Remuneratiott Committee&

Audit Comrnittee and pursuant to the provisions of Sections 196. 197,198, 201 and other applicable

provisions, if any, of ihe Companies Act, 2013 and Companies (Appointment and Rernuneration ofi\4alagerial Personnel) Rules, 2014 (including rules, notificatiorts, any statutory modificatiotr, amendtnelrt

or re-enactment thereof for the time being in force and as may be enacted from time to time) read with

Schedule V of the said Act, and such other approvals, pennissions and sanctions of such authorities

and/or agencies as rnay be required in this regard and sub.iect to the provisions of the Articles of

Association of the Company, approval of the Members be and is hereby accorded to the revision in the

remuneration of Mr. Santkumar Bagrodia (DIN: 00246168), Managing Diiector of the Company

effective from 1" October, 2019 for a period of 5 years

ITURTHER RESOLVED THAT the overall managerial remuneration payable to Mr. Santkutrar

llagrociia shall be such amount as may be fixed by the Board from tirne to time on recomlnendation of thc

NRC & r\r-rclit Comrnittee but not exceeding Rupees Nine Lakhs at any point of time attd tlrat tlte ternts

a1d conditions of the aforesaid remuneration payable to the said Managing Director be

variecl/altered/revised within said overall limit, in such manner as may be required dr-rrirrg aforesaid

period ol5 years.

FURTHER RESOLVED THAT where in apy Financial Year cluring the tenure of the said Managirtg

Director, the Company has no profits or profits are inadequate, the aforesaid remuneration or

rernuueratiop as may be approved by the Board of Directors of the Company from tirne to time shall be

paid as minimum remuneration."

RBSOLVBD FURTHER THAT the Board of Directors of the cornpany be and is hereby autlrorized to

clo all sLrcl acts, deeds and things, to enter into suclr agreemerrt(s), cleed(s) of amendment(s) or atty suclt

clocr:nreut(s), as the Board *uf, in its absolute discretion, consider llecessary, expedient or desirable

irrcluding power to sub-delegate, in order to give effect to this resolution or as otherwise considered by

the Board to be in the best interest of the Company, as it may deem fit."

By Order of the Board of DirectorsFor GSL Securities Limited

I)l:rce: MumbaiDate:2810812019

Registered Office:ll25 & 1126lst Floor,Tardeo A irconditioned Market Society,Tardeo Road. Mumbai - 400 034.

SantkfiffiTEgrodieChairman & Managing Director

(DlN: 00246158)

I. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND PROXY NEED NOT BEA MEMBER OF THE COMPANY. IN ORDER TO BE VALID, THE INSTRUMENTSAPPOINTING THE PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OFTHE COMPANY NOT LATER THAN 48 HOURS BEFORE THE SCHEDULED TIMING OFTFIE MEETING.

2. A PERSON CAN ACT, AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDINCFIF'TY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THETO"fAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS.

3' The Register of Members & Slrare Transfer Books of the Company slrall rernain closed fronrSaturday 22"d September,2019 to Saturday, 28tr' September 2019 (both days inclLrsive).

4' Menlbers are requested to intirnate the change of address if any to the Cornpany or its Registrar &Share Transfer Agents, M/s. Purva Sharegistry (India) Pvt. Ltd. having itr ofn"" at Uiit no. 9,Slrivshakti Ind. Est., J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower parel (East)- 4000rl.

5. E-voting:Irr cornpliatrce with the provisions of Regulation 44 of the SEBI (Listing Obligatiorrs anclDisclosure Requirements) Regulations,20l5, Section 108 of the Companies dct,Z0l3 read withRr-rle 20 of Companies (Management and Administration) Rules, 2014 as arnended videConrpanies (Management and Administration) Arnendment Rules, 2015, the Company is pleasedto provide to the Members facility of voting by electronic means in respect of businesses to betransacted at tlte 25''' Annual Ceneral Meeting (AGM) through remote e-voting (i.e. votirrgelectronically from a place other tlran the venue of the g.rl"rul rneetirrg). The Cornpany alsoproposes to provide the option of voting by means of Ballot Fonn at the AGM in addition to theelectronic voting systern mentioned above. Tlre Company has engaged the services of NationalSecurities Depository Lirnited (NSDL) for facilitating voting by electronic means and thebusittess may bc transacted through e-Voting services provided by National Securities DepositoryLinrited (NSDL).

Ms. Dipti Chandratre, Practising Company Secretary (Membership No.28786, C. P. No. 10987),tvlro ltad consented to act as the Scrutiniser, was appointed by the Board of Directors as theScrirtiniser to scrutinise the voting process (electronically or otherwise) for the 25rl'AnnualGeneral Meeting of the Company in a fair and transparent manner and subrnit a consolidatedScrutiniser's repoft of the total votes cast to the Chairrnan or a person authorised by in writing.

'fhe procedure witlr respect to e-voting is provided below:

A) In case of Members receiving rrotice by e-mail from NSDL:

i) Open e-mail and open the attached PDF file viz; "GSL.e-voting.pdf' with your Client ID(in case you are holding shares in demat rnode) or Folio No. (in case you are holdirrgshares in physical mode) as password. The said PDF file corrtains your 'ouser ID" and"password for e-voting". Please note that this password is an initial password.

ii) Launch internet browser by typing the URL https://www.evoting.nsdl.corn.iii) Clickon"shareholder-Login".iv) Putyour user ID and password as initial password noted in step (i) above; Click Login. If

you are already registered with NSDL for e-voting, you can use your existing user lD andpassword for casting your vote.

v) Password change menll appears. Clrange the password with new password of your clroicewith minirnum 8 digits/characters or combination thereof. Note new passworcl. It isstrongly recommended not to share your password with any other person arrd take utmostcare to keep your password confidential. Login to e-voting website will be disabled lponfive unsuccessful attempts to key-in the correct password. In such an evetrt, you will neeclto go through 'Forgot Password' option available on the site to reset the same.

vi) Home page of e-voting opens. click on "e-voting: Active voting cycres".vii) Select "EVEN" (E Voting Event Nurnber) of GSL Securities Limited for casting our

vote.viii) Now you are ready for e-voting as "Cast Vote" page opens.it) Cast your vote by selecting appropriate option arrd click on: oosubmit" and also

"Confirm" when prompted.x) Upon confirmation, the message "vote cast successfully" will be displayed.xi) Once you have voted on the resolution, you will not be allowed to rnodify your vote.xii) Institutional Shareholders and bodies corporate (i.e. other than individuals, HUF, NRI

etc) are required to send scanned copy (PDF/JPG Fonnat) of the relevant BoardResoh-rtion/ Authority letter etc. together with attested specirnen signature of the dulyauthorised signatory(ies) who are authorised to vote to the Scrutiniser throLrgh e-mail to-csd i ptichandratre@gmai l.corn with a copy marked to- evoti n g@nsd l.co. i n.

B) In case of Members receiving physical copy of Notice of AnnualGeneral Meeting :

a. User ID and Initial password sent separately.b. Please follow all steps from Sl. No. (ii) to Sl. No.(xii) mentioned in (A) above, to cast

your vote.

Other lnstructions:

I. Persons who have acquired shares and becarne Menrbers of the Cornpany after the dispatchof the Notice of the AGM but before the cut-off date of 23'd September. 2019. rnay obtairrtheir user ID and password for e-votirrg from the Company oTNSDL (Toll free tele no. 1800222 990). If the rnember is already registered with NSDL e-votirrg platform then he can useexisting User ID and password for casting the vote through remote e-votiug.

II. TIre remote e-voting facility starts on Wednesday, 25thseptember, 2019 at 9.00 a.m. and endson Friday, 27'r' September, 2019 at 5.00 p.m. During thii period, Members of the Companyholding slrares either in physical form or in dematerialized form, as on the cut-off date of 22"'lSeptember, 2019, may cast their votes electrorrically. The remote e-voting module will be

disabled by NSDL for voting thereafter at 5.00 p.m. on Friday,21th September,20l9. Orrcethe vote ott a resolution is cast by the Member, the Member shall not be allowed to change itsubsequerrtly.

III. In case of any queries, you may refer to the "Frequently Asked Questions (FAQs)" lorShareholders and e-votiug Llser rnanual for Shareholders available at the'odownloads" sectiorrof NSDL website at www.evoting.nsdl.corn or contact NSDL at the following Toll freeTelephone No.: 1800 222 990.

lV. The voting rights of the Members shall be in proportion to their slrares of the paid up eqLrity

share capital of the Cornpany as on the cut-off date. In case ofjoint holders, only one of thejoint holders may cast his vote.

V. Mernbers atlerrding the rneeting who have not already cast their vote by rentote e-votirtg slrall

be able to exercise their voting right at the meeting through ballot. The Members who have

cast their vote by rernote e-voting prior to the meeting may also atterrd the meeting btrt shall

rrol be enlitled lo cast lheir vote again.

VL The Scrutiniser shall, irnmediately after the conclus.ion of voting at the AGM, cottnt the votes

cast at the AGM and thereafter unblock the votes cast through remote e-voting in the

presence o1'at least two witnesses not in employrnent of the Company. The ScrLrtiniser shall

submit a consolidated Scrutiniser's Repoft of tlre total votes cast in favour or against, ilany,not later than three days after the conelusio"rr of the AGM to the Chairtnatt or a persoll

6.

7.

Place: MumbaiDate: 28/08/2019

Registercd Office:1125 & 1126lst Irloor,Tardeo A irconditioned Market Society,Tardeo Road. Mumbai - 400 034.

authorised by the Chairrnan. The Chairman or a person authorised by the Chairrnan, shall

declare the result of the voting fofthwith.

Vll. The declared results along with the Scrutiniser's Repoft will be available on the website

gf NSDL at www.evoting nsdl.com and will also be forwarded to tlre Stock Exchattges wltere

the Cornpany's shares are listed. Subject to receipt of requisite tlulrber of votes. thc

resolutions set out irr the Notice shall be deemed to be passed on the date of the AGM.

All clocurnents referred to in the accompanying Notice shall be open for ittspectiott at the

ILegistered Office of the Comparry during normal business hours on all working days except

Saturday.

Mernbers holding shares in physical mode are requested to provide their ernail id, CIN/Regtl. No.

(for corporate rnembers), Unique Identification No., PAN, in case member is tninor than date of

birth of minor and name of guardian, declaration regardirrg berreficial owrrership (il any)'

ruourination details, lien details (if any), particulars of dividend nrandate etc. and suclt otlter

ipformation as lrentioned under Section 88 (lXa) of the Cornparries Act,20l3 arrd RLrle 3(l) of

the Companies (Managelnent and Administration) Rules, 2014'

Meptbers holding in demat rnode are requested to provide the above infortratiorr to their

rlt'pository parl ic ipant.

By Order of the Board of f)irectorsFor GSL Securities Limited

\+--Santkumar

Chairman & Managing Director(DlN: 00246168)

BXPLANATORY STATEMBNT PURSUANT TO SBCTION 102(2) OF TlrE COMPANIES ACT,2013:

Item No.02

Details oI Directors seeking reappointment at the 25th Annual General Meeting

Ilr:nr No qf Notice 2

Name of Director Mrs. Shailja Bagrodia

DIN 002461 10

Date of Birth r6t0ul9s6Oualification GRADUATENationalitv lndianDate of First Appointment onboard

29.03.1994

Relationship with other Directorsand Ke' Managerial Personnel

Wife of Mr. Sarrtkumar Bagrodia, ManagingDirector

Tcrnr-s and conditions ofa ppointment or reappointment

Mrs. Shailja Bagrodia was appointed as Director by

tlie Board of Directors being eligible forappointment and in respect of which, the compattyhas received a notice in writing, proposing his

candidature for the offrce of a Director, be and isherebv anoointed as a director of the company.

Shareholding 403700

Directorship in other Companies l) Mangalam Exim Private Limited2) Rastogi Textiles Private Lirnited3) Shree Kumarmangalam Traders Private Lirnited4) Harivasta Edr-rcation Private Lirnited

Item No.04

T1, 2111l.1'e's increase in rernuneration of Mr. Santkurnar Bagrodia, Managing Director at tlre Compatty:

Mr. Sarrtkr-unar Bagrodia, aged 65 years is presently desigrrated as Managing Directorof the Cornpany.

I-le is a Bachelor in Cornmerce (B.Com). He has been affiliated with the Cornpally as a tnember of the

Board of Directors since 29.03.1994 and from then the Company has beerr taking the advantage of his

guidance and supervision. Because of his sustained efforts, the Cornpany has sustained a growth pattertt.

He has r,vholesome exposure on all aspects of business of the Cornpany and is engaged in supervision &corrduct ol'business. During the financial year 2018-19, 6 (Six) rneetings of the Board ol Directors had

been held and all the meetings were attended by Mr. Santkumar Bagrodia.

As on 3l Marclt,2019, he holds 354400 (10.90%) equity shares in the Conrpatry.

Mr. Saltkuprar Bagrodia lrolds Directorship in the following Private Lirnited Compatries:

pursuarrt to Section l9l read with sclredule V of the Conrpanies Act,20l3, the revised remuneration of

Mr. Saptkurnar tsagrodia as decided by the Board is required to be approved by the Mernbers at their

meetipg dr-re to inadequacy of profits. it is hereby confirrned that the Cornpany has not comrritted any

clefaultlu respect of any of it, d"tt, or interest payable thereon tor a continuous period of 30 days in the

preceding linancial yeai and in the current financial year, lt is subrnitted that based on the pro.iections, the

ovcrall managerial remuneration may exceed the linrits Specified in Sec. 197 of the Cornpatties Act,2013'

Name of the CoHarivatsa Education Private Lirnited

Nalini Stockbrokers Private Limited

The Mernbers are requested to consider the revision inManaging Director of the Cornpany.

rernuneration of Mr. Santkunrar Bagrodia,

By Order of the Board of DirectorsFor GSL Securities Limited

\\+=g_Santkumar Bagrodia

Chairman & Managing Director(DIN: 00246168)

l'facc: h,[umbail)al.e: 28/0812019

I{egistered Office:1125 & 1126 lstFloor,Tardeo Airconditioned Market Society,Tardeo Road, Mumbai - 400 034.

GSL SECURITIES LIMITED(ClN: L65990MH I 994PLC077411)

I{egd off : 't2s

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Road' MLmbai -400

ATTENDANCE SLIP(PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF

THE MEETING PLACE)

*DP ID: Regd. Folio No:

*Client ID: No. of Shares Held:

Name of the Member:

Narne of the Proxy holder:

I hereby record my presence at the 25tr'Annual General Meeting of the Cornpany to be held on Satttrday,

Scpternber 28,2019 at 11.00 arn at the Registered Office Address of the Company at ll25 & l126 lstFIoor, Tardeo Airconditioned Market Society, Tardeo Road, Mumbai - 400 034.* Applicable for investors holding shares in electronic forrn.

(Signature of the Member/ ProxY)

GSL SECURITIES LIMITEI)(CIN : L65990MH 199 4PLC07 1 4 lt)

Rc.grl. Off.: 1125 &.11261st Floor, Tardeo Airconditioned Market Society, Tardeo Road, Murnbai - 400034 Tel. : 022-23 5 1 61 66 Emai I : gsl securitiesltd@gmai l.com

Proxy Form

;eurruunt to Section r0s(6) of the comp"Ilil)l;fft;1t-r,e 1e(3) of the companies (Managenrentarrd Administration) RLrles, 20 I 4l

CIN : L65990MH 1994PLC077417Name of the Comparry : GSL Securities Limited

Name olthe Mernber (s) :

Registered address : _E-rnail ld :

Folio No/Client ld /DP Id :

[/We, being the Member(s) oL_ Shares of the above named Company, hereby appoint

l. Narre: Address:

E-mail

Signature:

or failing him

2 Naure:

A ddress:

Enrail Id:

Signature: or failing hirn

3. Name:

E-mail

S ignature:...

or failing hirn

as my/our proxy to attend and vote (on a poll) for me/us aud otr my/our behalf 25'l' Annual GeneralMeeting ol the Company to be held on Saturday, September 28, 2019 at 11.00 am at the Registeredr-)I'ficc Address of the Company atll25 & 1126 lst Floor, Tardeo Airconditioned Market Society, Tardeolloacl. N4rttnbai - 400 034. and atany adjoumment thereof in respect of such resolutiorrs as are indicatedLlelow:

st.No.

Resolution Optional

0rd narv Business: For ApainstI To receive, consider and adopt the Audited Financial statements of the

cornpany for the financial year ended 3 I st March 201 9 and theDirector's Report and Auditor's Report tlrereon.

2. To appoint a Director in place of00246110), who retires by rotation and

rcanoointnrent.

Mrs. Shailja Bagrodiya (DlNbeing eligible, offers herself for

3. To aopoint Auditors and fix their remuneration.

td:

Id:

Sigrred this... day of ......2019

Signature of the Shareholder

Signature of the Proxy liolder(s)

Notes:

)

l' This lbrrn of proxy in order to be effective shoukl be duly completed and tleposited at thelLcgislcred office of the Company not less than 48 (forty eight) houis before the commencementof the meeting.A proxy need not be a member of the Company.A person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate nottttore tltau l0%o of the total share capital of the Company carrying voting righis. In case a proxy isproposed to be appointed by a member holding more than 10Yo of the toial share capital of theColllpatty carrying voting rights, then such proxy shall not act as a proxy for any other person orshareholder.Appointing a proxy does not prevent a member from attending tlre meeting in person if he so wishes.ln case ofjoint holders, the signature of any one holder wilf be sufficient, but narnes of all the jointlrolders should be stated.

4.5.