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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

To

The Members

The Directors of your company have pleasure in presenting their Report and AuditedStatements of Accounts for the year ended March 31 2016.

FINANCIAL RESULTS

The salient features of the Company's financial results for the year under review aresummarized below :

Current Year Previous Year
Particulars 2015-16 2014-15
(Amount in Rs.) (Amount in Rs.)
Total Revenue 1790811 7750724
Total Expenses 2027407 9233073
Profit before Depreciation and Taxes (236596) (1482349)
Less : Depreciation - -
Profit before tax (236596) (1482349)
Less : Tax Provision - -
Less : Income Tax Adjustment of earlier years 1376 1913
Profit after Tax (237972) (1484262)
Add : Balance brought forward 9494664 10978926
Balance carried to Balance Sheet 9256693 9494664

OPERATIONS :

During the year under review the Company has recorded Net losses of Rs.237972/- forthe year as compared to loss of Rs. 1484262/- in the previous year.

CAPITAL AND RESERVES :

A) Capital :

During the year under review the Company has not issued any equity shares @ premium /discount. No bonus shares have been issued during the year. As on 31-032016 theAuthorised share capital of the company is Rs.25 lacs and the paid-up share capital isRs.24 lacs divided into 240000 equity shares of Rs.10/- each.

B) Reserves :

Total Reserves as on 31-03-2016 stands at Rs.124.71 lacs against Rs.127.09 lacs on3103-2015.

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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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. ShriManish Khandelwal monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. The Audit Committee of the Board addressessignificant issues raised by both the Internal Auditors and Statutory Auditors.

DIRECTORS:

• Changes in Directors and Key Managerial Personnel :

During the year Shri Anil Bhenwal (DIN : 06730161) who was appointed as an AdditionalDirector on 28-10-2014 was appointed as an Independent Director for a term of 5 years inthe Annual General Meeting held on 30-09-2015.

• 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 7 (Seven) Board Meetings 3 (Three) Audit Committee Meetings 2 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"

AUDITORS & AUDIT REPORT

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 Report except thefollowing :

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

2. Company has not complied with the Clause 41 of the Listing Agreement regardingadvertisement in Newspaper for intimation of Board Meeting in which financial results willbe considered and approved alongwith the publication of financial results in newspaper.

3. Company has not published Notice of E-voting in at least one vernacular newspaper inwhich the registered office of the company is situated.

4. Company fails to give advertisement for closure of register of members in at leastone vernacular newspaper.

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.

PARTICULARS OF ENERGY CONSERVATION:

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.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

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.

DIRECTOR 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.

RELATED PARTY TRANSACTIONS:

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.

SUBSIDIARY COMPANIES:

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.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

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 CORPORATEGOVERNANCE

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)
Chairperson &
Date : 30th May 2016 Managing Director
Place : Mumbai DIN :01166049