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Ganon Trading & Finance Company Ltd.

BSE: 512443 Sector: Financials
NSE: N.A. ISIN Code: INE162L01017
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Ganon Trading & Finance Company Ltd. (GANONTRDG) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 32nd Annual Report of CanonTrading and Finance Company

Limited together with the Audited Statement of Accounts for the financial yearended March 31 2017:

Financial Performance

The summarized results of your Company are given in the table below.

Amount in Rs.

Particulars For the year ended March 312017 For the year ended March 312016
Total Income 18450000 355918664
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 648635 701469
Finance Charges 14296 41887
Depreciation - -
Prior Period Expenses - 3788
Provision for Income Tax (including for earlier years) 129395 135000
MAT Credit Entitlement 82950 88310
Short / Excess Provision of Tax - (1210)
Net Profit/(Loss) After Tax 421994 433694
Profit/(Loss) brought forward from previous year 11035329 10601635
Less: Proposed Dividend 0.00 0.00
Less: Corporate Dividend Tax 0.00 0.00
Profit/(Loss) carried to Balance Sheet 11457323 11035329

OPERATIONS AND FUTURE PLANS:

Your Company has seen a decrease in turnover of the Company during the year underreview which accounted for Rs. 16950000/- as compared to Rs. 354447500 in FY2015-16. The Net Profit has decreased from Rs. 433694/- in FY 2015-16 to Rs. 421994/-in FY 2016-17.

However your Company is optimistic about the coming year. Since the Company is tryingto reduce cost and expand its business your Directors are hopeful that the results willbe more encouraging.

BUSINESS REVIEW/ STATE OF THE COMPANY'S AFFAIRS:

Ganon Trading and Finance Company Limited is involved in trading activity of multipleproducts like iron steels coal etc. and our objective is to become one of the leadingmarket share holder in one of the most competitive market in the world.

Over the past few year Company has accumulated a strong and healthy market trustthrough the simple principle that we follow: EARN TRUST WITH BUSINESS.

DIVIDEND:

In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2017.

SHARE CAPITAL:

As at March 31 2017 the authorised share capital of the Company was Rs. 100000000(Rupees Ten Crores Only) divided into 10000000 (One Crore) Equity Shares of Re. 10/-(Rupees Ten Only) each.

As at March 31 2017 the paid-up Equity Share Capital of the Company stood at Rs.93310000 (Rupees Nine Thirty Three Lakhs Ten Thousand Only) divided into 9331000(Ninety Three Lakhs Thirty One Thousand) Equity Shares of Re. 10/- (Rupees Ten Only) each.

TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year ended March312017.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The amount of dividends remaining unpaid/unclaimed for seven years from the date of itstransfer to the Unpaid Dividend Accounts of the Company is required to be transferred tothe Investor Education and Protection Fund (IEPF) administered by the Central Government.During the year no amount has been transferred to IEPF. The unclaimed dividend declaredfor the year 2014-15 and was approved on September 30 2015. If the same is not claimed bythe Members the said amount will be transferred to IEPF after September 292022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Hari Prasad Agrawal (DIN: 02476724) Director of theCompany retires by rotation at this Annual General Meeting of the Company and beingeligible offers himself for re<ippointment.

ii) Change in Directors and Key Managerial Personnels:

Ms. Tejaswini N Govindekar (DIN 07266879) has resigned from the Directorship of theCompany w.e.f May 23 2016 citing personal reasons. The Board has accepted her resignationin the Board Meeting held on May 23 2016. In the same Board Meeting Ms. Sheetal BhavinNagda (DIN 07179841) was appointed as an Additional Director (Non-Executive Indenpendent)w.e.f. May 232016.

Mr. Dwarka Prasad Agrawal (DIN 01146555) has resigned from the directorship of theCompany w.e.f. August 2 2016 citing personal reasons. The board has accepted hisresignation in the Board Meeting held

on August 2 2016. In the same Board Meeting Mr. Naresh Kumar Mathur (DIN 00352591)was appointed as an Additional Director (Non-Executive Independent) w.e.f. August 2 2016.

Mr. Naresh Kumar Mathur (DIN 00352591) has resigned from the directorship of theCompany w.e.f. May 12 2017 citing personal reasons. The board has accepted hisresignation in the Board Meeting held on May 30 2017. In the same Board Meeting Mr.Gaurav Satyanarayan Agrawat (DIN 07686574) was appointed as an Additional Director(Non-Executive Independent) w.e.f. May 30 2017.

iii) Appointment of Independent Directors:

As stated above in accordance with the provisions of Section 149 and 152 and otherapplicable provisions of the Companies Act 2013 the Articles of Association of theCompany and relevant regulations of SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 the Board of Directors have appointed Mr. Gaurav Satyanarayan Agrawal(DIN 07686574) w.e.f. May 30 2017 as an Additional Director (Independent Non-Executive)who shall hold office up to the ensuing Annual General Meeting.

The Board recommends appointment of Mr. Gaurav Satyanarayan Agrawal (DIN 07686574) atthe ensuing Annual General Meeting as Non-Executive Independent Director for fiveconsecutive years for a term up to September 29 2022 or as on the date of 37thAnnua! General Meeting whichever is earlier in accordance with Section 149 of theCompanies Act 2013. In the opinion of the Board Mr. Agrawal fulfils the conditionsspecified in the Companies Act 2013 and rules made thereunder for his appointment as anIndependent Director of the Company.

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of its various Committees. The criteriaapplied in the evaluation process are detailed in the Corporate Governance Report whichforms part of this report.

v) Meetings of the Board:

During the year ended 31st March 2017 Five (5) Board Meetings were held bythe Company on May 23 2016 August 2 2016 September 7 2016 November 14 2016 andFebruary 8 2017. Details of the meetings and the attendance record of the Directors arementioned in the Corporate Governance section which forms part of this Report.

COMMITTEES OF THE BOARD:

Currently the Company has three (3) Committees namely Audit Committee Nomination andRemuneration Committee & Stakeholders' Relationship Committee. The detailedcomposition of various Committees is elucidated below:

a. Audit Committee

As on March 31 2017 the composition of the Audit Committee of the Company is asfollows:

Name of the Member Designation Category
Mr. Naresh Kumar Mathur@ Chairman Independent Non-Executive
Ms. Sheetal Bhavin Nagda# Member Independent Non-Executive
Mr. Hari Prasad Agrawal Member Whole Time Director

@The Committee has been re-constituted by the Board in its Meeting held on August22016 due to resignation of Mr. Dwarka Prasad Agarwal from Directorship as he ceased tobe Member of the Committee. Mr. Naresh Kumar Mathur who was appointed in the sameMeeting was inducted in the Committee as Chairman.

# The Committee has been re-constituted by the Board in its Meeting held on May 232016 due to resignation of Ms. Tejaswini Govindekar from Directorship as she ceased to beMember of the Committee. Ms. Sheetal Bhavin Nagda was appointed in the same meeting andbecame member of the Committee.

The recommendations of the Audit Committee are always welcomed and accepted by theBoard & all the steps impacting the financials of the Company are undertaken onlyafter the consultation of the Audit Committee. During the period ended March 31 2016five (5) Meetings of Audit Committee were held on May 23 2016 August 22016 September72016 November 14 2016 and February 82017.

b. Nomination & Remuneration Committee

The Committee was constituted pursuant to provisions under Section 178 of the CompaniesAct 2013. As on 31.03.2017 the Committee consists of three (3) Members namely Mr.Naresh Kumar Mathur (Independent Non-Executive Director] Ms. Sheetal Nagda (IndependentNon-Executive Director] and Mr. Madanlal Goyal (Non-Executive Director] Mr. Naresh KumarMathur was chairman of the Committee. During the year ended March 31 2017 Two (2]Committee Meetings were held on May 23 2016 and August 2 2016.

Nomination and Remuneration Committee Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure B" to thisreport.

c. Stakeholders' Relationship Committee

The Committee oversees all the matters relating to Stakeholders' grievances/complaints.The role of the Committee is to consider & resolve securities holders' complaint. TheCommittee consists of three members (3) namely Mr. Naresh Kumar Mathur Ms. SheetalBhavin Nagda and Mr. Madanlal Goyal. Out of the three Members of the Committee twooperate in the capacity of Non-executive Independent Director & one in capacity ofNon-Executive Director respectively. The Committee is chaired by a Non-ExecutiveIndependent Director. During the year ended March 31 2017 Four (4] Committee Meetingswere held on May 23 2016 August 22016 November 14 2016 and February 8 2017.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

All Independent Directors of your Company have individually and severally given adeclaration pursuant to Section 149(7] of the Companies Act 2013 affirming compliance tothe criteria of Independence as laid down under Section 149(6] of the Companies Act 2013.Based on the declaration^] of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 rules made thereunder aswell as applicable provisions of the SEB1 (Listing Obligations and DisclosureRequirements] Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5] of the Companies Act 2013 the Directors of your Companyconfirm that:

a] in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

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

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

CHANGE IN THE NATURE OF BUSINESS:

During the period under review there is no change in the nature of business of theCompany.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 [herein after referred to as "the Act") forms an integralpart of this Report as "Annexure A".

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into by the Company during thefinancial year under review were on arms' length basis and in the ordinary course ofbusiness. There are no material significant related party transactions entered into by theCompany with its Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at largehence Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://wwwganQJLtrading.com/investors.html#Corporate%2QPolicy

AUDITORS & THEIR REPORT:

a) Statutory Auditor:

M/s. Ajay Shobha & Co. Chartered Accountants (Firm Reg. No. 31703 IE) Mumbai theStatutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting are eligible for reappointment. They have expressed their willingness tobe re-appointed and have confirmed that their appointment if made will be in accordancewith the provisions of Section 139 & 141 of the Companies Act 2013.

The Statutory Auditors M/s. Ajay Shobha & Co. Chartered Accountants have issuedtheir reports on Financial Statements for the year ended March 31 2017. There are noadverse remarks or qualifications in the said report. The Notes on Accounts referred to inthe Auditors' Report are self-explanatory and do not call for any further comments.

Your Directors recommend ratification of appointment of M/s. Ajay Shobha & Co. asthe Auditors of the Company for the financial year 2017-2018.

b) Secretarial Auditor;

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Ms. Priyanka Lahoti PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended March31 2017. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of thisreport.

Secretarial Auditor has made and mentioned the following observation in its report;

1) The Company has not appointed Company Secretary as whole time Key ManagerialPersonnel under section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment of and Remuneration of Managerial Personnel) Rules 2014.

In this respect we would like to submit our response;

Even after making deliberate efforts; the Company was unable to appoint CompanySecretary during the year. The Company assures you that the Company will appoint suitablecandidate for the post of Company Secretary.

RISK MANAGEMENT:

Risk Management is a risk based approach to manage an enterprise identifying eventsthat may affect the entity and manage risks to provide reasonable assurance regardingachievement of entity's objective. The risk management process consists of riskidentification risk assessment risk prioritization risk treatment or mitigation riskmonitoring and documenting the new risks. The Company has laid a comprehensive RiskAssessment and Minimization Procedure which is reviewed by the Audit committee andapproved by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. In theopinion of your Board none of the risks which have been identified may threaten theexistence of the Company

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financialcontrols with reference to financial statements. No reportable material weaknesses wereobserved in the system during the previous fiscal. Further the Company has laid downinternal financial control policies and procedures which ensure accuracy and completenessof the accounting records and the same are adequate for safeguarding of its assets and forprevention and detection of frauds and errors commensurate with the size and nature ofoperations of the Company. The policies and procedures are also adequate for orderly andefficient conduct of business of the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended March 31 2017 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period endedMarch 31 2017 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section formingpart of this Annual Report.

CORPORATE GOVERNANCE:

In terms of Regulation 15(1) of SEB1 (Listing Obligations & DisclosureRequirements) Regulations 2015 the provisions related to Corporate Governance asspecified in Regulation 17 to 27 and Clause (b) to (i) of subregulation (2) of regulation46 and para C D and E of schedule V shall not be applicable in respect of companieshaving paid up equity share capital not exceeding Rs.10 crore and Net worth not exceedingRs.25 crore as on the last day of the previous financial year.

As on March 31 2017 the Equity Share Capital is Rs. 93310000 and Net worth is Rs.104767323. Hence the company is not providing a separate report on corporategovernance and also a certificate from the Company's Auditors confirming the complianceof Corporate Governance. However the Company continues to adhere to the best practicesprevailing in Corporate Governance and follows the same in its true spirit.

INSURANCE:

The fixed assets of the Company have been adequately insured.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No INE162L01017 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings

in the electronic mode with their Depository Participant.

As on March 31 2017 96.46% of the paid up Equity Share Capital stands in Demat modeand the remaining 3.54% Equity Shares were held in physical mode the details of which areas follows:

Particulars No. of Shares % of Total Capital
Held in Demat form with CDSL 6840835 73.31
Held in Demat form with NSDL 2160565 23.15
Held in physical mode 329600 3.53

LISTING OF SHARES:

The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2016-2017.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEB1 (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has implemented a vigil mechanism policy todeal with instance of fraud and mismanagement if any. The policy also provides foradequate safeguards against victimization of persons who use such mechanism and makesprovision for direct access to the chairperson of the Audit Committee in all cases. ThePolicy is also available on the web-site at the web-link http://www.ganontTading.eom/investors.html#Corporate%20Policy. The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism. During the year 2016-2017 no complaints were received.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING.* OUTGO:

Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134[3][m] of the Act read with theCompanies [Accounts] Rules 2014 are not applicable to the Company.

SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and cooperation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors
For Ganon Trading and Finance Company Limited
Place: Mumbai Madanlal Goyal Hari Prasad Agrawal
Date: May 30 2017 Director Whole Time Director
DIN:00456394 DIN:02476724