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Ganesh Holdings Ltd.

BSE: 504397 Sector: Financials
NSE: N.A. ISIN Code: INE932M01011
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Ganesh Holdings Ltd. (GANESHHOLDINGS) - Director Report

Company director report

A. Industry Structure and Development

The Company is engaged in business i.e. Non-Banking Financial Services (granting ofloans making investments etc)

B. Opportunities and Threats

The Company is finding a good market

C. Segment-wise Performance

The Company is engaged in only one business i.e. Non-Banking Financial Services(granting of loans making investments etc) and hence product-wise performance is notprovided.

D. Outlook

The outlook for the Company's business is very bright because of the opportunities forinvestment in the current market conditions is high.

E. Risk and Concerns

Competitive scenario in investment sector are the major areas of risk and concern foryour Company.

F. Internal Control Systems and their Adequacy

The Company has satisfactory internal control system the adequacy of which has beenmentioned in the Auditors' Report.

G. Human Resources

In the field of Human Resources the Company will develop speedily control departmentsand will hire qualified people for the same.

To DIRECTOR'S REPORT

The Members

The Directors of your company have pleasure in presenting their Report and AuditedStatements of Accounts for the year ended March 31 2017.

The salient features of the Company’s financial results for the year under revieware summarized below:

Current Year Previous Year
Particulars 2016-17 2015-16
(Amount in Rs.) (Amount in Rs.)
Total Revenue 476067 1790811
Total Expenses 2189858 2027407
Profit before Depreciation and Taxes Less: Depreciation fl713791) (236596)
Profit before tax
Less : Tax Provision (236596)
Less : Income Tax Adjustment of earlier years (1713791) 1376
Profit after Tax (1713791) (237972)
Add : Balance brought forward 9256693 9494664
Balance carried to Balance Sheet 7542903 9256693

OPERATIONS:

During the year under review the Company has recorded Net losses of Rs.1713791/- forthe year as compared to loss of Rs. 237972/- in the previous year.

CAPITAL AND RESERVES :

A) Capital:

As per the Compliance of requirement set out by RBI in Circular RBI/2014-15/299-DNBR(PD) CC.No.002/03/03.10.001/2014-15 dated November 102014 minimum Net Owned Funds(NOF) requirement for all NBFCs of Rs.200 lacs by the end of March 2017. So to attain aminimum NOF of Rs.200 lacs board of Directors of the Company decided to meet the fundrequirement by issue of equity shares on preferential basis. Accordingly Extra OrdinaryGeneral Meeting was held on 25-03-2017 for taking approval of shareholders for increase inauthorized share capital of the company from Rs.25 lacs to Rs.45 lacs and allotment of165000 equity shares of Rs.10/- each at a premium of Rs.48/- per share on preferentialbasis.

However till 31st march 2017 company didn’t received in principal approval fromBSE hence fail to allot share by the March 312017. Company received in principalapproval from BSE in April’17 and issued preferential shares to allottees on24-04-2017. Hence on signing date of financial statement ending March 31 2017 Authorisedshare capital of the company is Rs.45 lacs divided into 450000 equity shares of Rs.10/-each and Paid up Capital is Rs.40.50 lacs divided into 405000 equity shares of Rs.10/-each.

Total Reserves as on 31-03-2017 stands at Rs.107.57 lacs against Rs.124.71 lacs on 31-03-2016.

DIVIDEND

In view of loss incurred by the company your directors have not recommended anydividend for the year under review.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman of the Company. The Internal Auditor appointed by the Company viz. ShriRajat Jain monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company. The Audit Committee of the Board addresses significantissues raised by both the Internal Auditors and Statutory Auditors.

DIRECTORS:

• Changes in Directors and Key Managerial Personnel:

During the year Shri Ganesh Sharma (DIN : 07489139) who was appointed as an AdditionalDirector on 18-04-2016 was appointed as an Independent Director for a term of 5 years inthe Annual General Meeting held on 30-09-2016.

• Statement of Declaration given by Independent Directors:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

• Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

• Remuneration Policy:

The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

• Meetings:

During the year 8 (Eight) Board Meetings 4 (Four) Audit Committee Meetings 4 StakeHolders Relationship Committee and 1 (One) Nomination & Remuneration Committee meetingwere convened and held the details of which are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

KEY MANAGERIAL PERSONNEL:

Pursuant to the Provisions of Section 203 of the Act read with the rules madethereunder the following are the Key Managerial Personnel of the Company:

1. Smt.Lalitha Ranka : Managing Director
2. Shri Narendra Pratap Singh : Chief Financial Officer

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.The details of the investments made by company isgiven in the notes to the financial statements.

EXTRACT OF ANNUAL RETURN AS PER SEC 92 IN FORM MGT 9

The details forming part of extract of Annual Return in Form No. MGT 9 is enclosed in"Annexure I"

The members of the Company had at its Annual General Meeting (AGM] held on September27 2014 appointed M/s. Chaturvedi Sohan & Co. Chartered Accountants (FirmRegistration No. 118424W] as the Statutory Auditors of the Company for a period of 5(five] years i.e. till the conclusion of 37th AGM subject to ratification oftheir appointment by members at every AGM. The Company has received a certificate from theStatutory Auditors to the effect that ratification of their appointment if made shall bein compliance with the provisions Section 139 and 141 of the Companies Act 2013.Accordingly the Board proposes ratification of their appointment at the ensuing AnnualGeneral Meeting.

The Notes of Financial Statements referred to in the Auditor’s Report areself-explanatory and do not call for any further comments.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel] Rules 2014 the company hasappointed Pankaj & Associates a firm of company Secretaries in practice to undertakethe Secretarial Audit of the Company.

As required under section 204 (1] of the Companies Act 2013 the Company has obtained asecretarial audit report and the Secretarial Audit report is annexed herewith as"Annexure- II". It has no major observations made by the Auditor in the Reportexcept the following:

1. The Company has not appointed Company Secretary till date as required under section203 of the Companies Act 2013.

2. In terms of Section 161 the additional Director Mr.Ganesh Sharma was confirmed andappointed as Director of the Company in AGM but company filed Form DIR-12 for Change inDesignation with Registrar of Companies after due date.

3. Rules 20(3](v] of Companies Rules 2014 was not complied by the Company whichrequires to publish the Notice of E-voting in at least one vernacular newspaper in locallanguage and in at least one English Newspaper in English language.

4. Rule 10 of Companies Rules 2014 has not complied by the company which requiresevery listed company to give advertisement for closure of register of members in at leastone English as well as at least one vernacular language newspaper.

5. Regulation 47 of SEBI Regulations 2015 not complied by the company which requirecompany to give advertisement in Newspaper for intimation of Board Meeting in which thefinancial results will be considered and approved along with financial results.

INTERNAL FINANCE CONTROL:

The Company has in place adequate internal financial controls with reference tofinancial statements. It has established an integrated framework in managing risks andinternal controls. The internal financial controls have been documented digitized andembedded in the business processes. Such controls have been assessed during the year underreview and were operating effectively.

The Company’s operations are not energy intensive and as such involve low energyconsumption. However adequate measures have been taken to conserve the consumption ofenergy.

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

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company continues to take new initiatives to further align its HR policies to meetthe growing needs of its business. People development continues to be a key focus area ofthe Company. The industrial relations in all the units of the Company remained cordial andpeaceful throughout the year. niRECTOR RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

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

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

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

The Company does not have any subsidiary.

VIGIL MECHANISM :

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Board is responsible for implementation of the Code. All Board Directors andthe designated employees have confirmed compliance with the Code.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

Pursuant to requirements of Clause 49 of the Listing Agreement the Company has afamiliarization program for Independent Directors with regard to their role rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. The Board Members are provided with all necessarydocuments/ reports and internal policies to enable them to familiarize with the Company'sprocedures and practices. Periodic presentations are made at the Board and Boardconstituted Committee Meetings pertaining to business and performance updates of theCompany global business environment business strategies and risks involved. Directorsattend training programs/ conferences on relevant subject matters and keep themselvesabreast of the latest corporate regulatory and industry developments.

The same has been posted on website of the Company viz; http://www.ganeshholdings.com

The Company is making all efforts to comply with the provisions relating to CorporateGovernance pursuant to clause 49 of the Listing Agreement with Stock Exchange. A Report onCorporate Governance forming part of directors’ report is annexed herewith.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from employees at all levels performed their duties andresponsibilities and for close received from them during the year. Your Directors alsorecord their sincere appreciation of the continued support; assistance and co-operationextend by the Company's Bankers and also Shareholders of the Company who put theirconfidence in the company.

FOR AND ON BEHALF OF THE BOARD

(Lalitha Ranka)
Date : 14th August 2017 Chairperson & Managing Director
Place: Mumbai DIN :01166049