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Ganesh Foundry & Castings Ltd.

BSE: 513448 Sector: Engineering
NSE: N.A. ISIN Code: INE449U01019
BSE 05:30 | 01 Jan Ganesh Foundry & Castings Ltd
NSE 05:30 | 01 Jan Ganesh Foundry & Castings Ltd

Ganesh Foundry & Castings Ltd. (GANESHFOUNDRY) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their Thirtieth (301")Annual Report on the business and operations of the company together with the AuditedStatement of Accounts for the year ended 31st March 2018.

Financial Highlights

During the year under review performance of your company as under:

(Rupees)

Particulars Year ended 31st March 2018 Year ended 31st March 2017
Turnover 507779160.00 408134778.00
Profit/(Loss) before taxation (165710.00) (8757544.00)
Less: Tax Expense - -
Less: Deferred Tax 4275176.00 (5291696.00)
Profit/(Loss) aftertax (4410034.00) (3645748.00)
Add: Balance B/F from the previous year (18122836.00) (14477088.00)
Balance Profit / (Loss) C/F to the next year (22532871.00) (18122836.00)

State of Company's Affairs and Future Outlook

Under this heading a brief description of the nature of business of the companyspecifying growth in terms of volume of the key products/services of the company whichcovers the bulk of the operating profit.

It may also specify details of the operational highlights indicating the overall growthof the company and state any diversification if any made during the year. Company's planto venture in other segments may also be added.

Change in nature of business if any

The Board may provide details relating to change in the business carried on by thecompany or its subsidiaries. This shall also contain details pertaining to classes ofbusiness in which the company has an interest.

Dividend

However with the view to conserve the resources of company the directors are notrecommending any dividend.

Changes in Share Capital if any

During the Financial Year 2017-18 the share capital of the Company remained unchanged.

Extract of Annual Return

The extract of Annual Return in format MGT -9 for the Financial Year 2017-18 has beenenclosed with this report.

Number of Board Meetings

Detail showing the Number of Board Meetings held in the financial year 2017-18 alongwith the detail of Directors attending the Board Meeting

Name of Directors 30.05.17 03.07.17 02.08.17 13.11.17 12.02.18
Ashok Kumar Bajoria ? X
Anand Kumar Bajoria X ?

S

s

s

Shyam Sundar Bajoria

V

X

s

V

Ashok Kumar Yadav

V

V

V

s

y

Ajendra Kumar Agrawal X X X X X
Lakshmi Agrawal

s

?

V

?

s

Conservation of Energy Technology Absorption. Foreign Exchange Earnings and Outgo

The Company's steady move towards improving the methods for Energy Conservation andutilization by

1. Installing the upgraded Technology

2. Intensified vigil on wastage

a) Conservation of Energy:

Steps taken for conservation Power Factors improved to almost 99.9%
Steps taken for utilizing alternate sources of energy -
Capital investment on energy conservation equipments Installation of Power Factors neutralization passel.

b) Technology Absorption:

Efforts made for technology absorption Re heating Funnel Installated
Benefits derived No
Expenditure on Research &Development if any No
Details of technology imported if any No
Year of import No
Whether imported technology fully absorbed Under Process of Absorbed
Areas where absorption of imported technology has not taken place if any No
c) Foreign Exchange Earnings/Outgo:
Earnings NIL
Outgo NIL

Risk Management Policy

A statement indicating the development and implementation of the risk management policyof the company identifying the elements of risks if any which in the opinion of theboard may threaten the existence of the company.

Moreover in case the Company has constituted a risk management committee then theconstitution and the terms of reference of the same to be disclosed.

Directors and Key Managerial Personnel

During the period there were changes in the position of Directors & Key ManagerialPersonnel.

a) Changes in Independent Director

Mr Ajendra Kumar Agrawal Independent Director conveyed his decision to resign from theBoard of Directors of the Company and resignation as a member of the of Audit Committee Stakeholder Relationship Committee & Nomination and Remuneration Committee owing tohis personal reasons w.e.f 01.06.2018 vide his Resignation letter dated 25.05.2018.

b) Changes in Key Mangagerial Personnel

Ms Neha Sethia Company Secretary and Compliance Officer conveyed her decision toresign from the post of Company Secretary and Compliance Officer of the Company owing toher personal reasons w.e.f 01.06.2018 vide her Resignation letter dated 15.05.2018.

Ms Monika Chitlangia (Membership No : 43655) an Associate Member of The Institute ofCompany Secretaries of India holding the prescribed qualification under Rule 2(1)(Appointment and Qualification of Secretary) Rules 1988 has been appointed as the Wholetime Secretary of the Company and Compliance Officer of the Company as per clause 47(a) ofListing Agreement entered with Stock Exchanges with effect from 01.06.2018 .

Your Directors place on record their sincere appreciation of the valuable contributionmade by the aforesaid Directors and Company Secretary to the Company.

Secretarial Audit Report

Secretarial Audit Report as per Section 204 of the Companies Act 2013 is placed asannexure to the report .No Adverse Comments have been made in the said report by thePracticing Company Secretary.

Statutory Auditors

M/s D A V A & ASSOCIATES Chartered Accountants Statutory Auditor of the Companywill retire at the forthcoming Annual General Meeting.

In accordance with the Companies Act 2013 it is proposed to re-appoint M/s D A V A& ASSOCIATES Chartered Accountants as Auditor for the financial year 2018-19 from theconclusion of this Annual General Meeting till the conclusion of the next Annual GeneralMeeting subject to the approval of the Shareholders.

Cost Auditors

Pursuant to Section 209 (1) (d) of the Companies Act 1956 Cost Audit Report for theFinancial Year ended on 31st March 2017 was submitted to the Central Governmenton 30.12.2017.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation 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 as at 31st March 2018 and ofthe profit /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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

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

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support.

For and on behalf of the Board of Directors Ganesh Foundry & Castings Ltd.

Mnnnnina Director

Place: Bihar

Date: 30.05.2018