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|
|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|
TO THE SHAREHOLDERS
Ganesh Foundry & Castings Limited
Your Directors take pleasure in presenting the Thirty First (31st) AnnualReport on the business and operations of the Company together with the Standalone AuditedFinancial Statements for the financial year ended 31st March 2019.
Pursuant to notification dated 16th February 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rule 2015 prescribedunder section 133 of the Companies Act 2013 (as amended form time to time) with effectfrom 1st April 2017 and the accounts are prepared under Ind AS.
The Company's financial performance for the year ended March 31st 2019 issummarized below:-
1. STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK
The Main Object of the Company is to set up steel furnace casting re-rolling millsteel plant and foundry for manufacturing and to carry on the business of its products ofall kinds and sizes including ingot billet rod pipe tubes scraps and to carry on thebusiness of all metals & metal compounds whether ferrous or non-ferrous iron &Steel converters & manufacturing all alloy of iron & steel products by any processe.g. casting forging.
The Company recorded operational revenue of 6726.33 Lakhs as compared to 5077.79 Lakhsduring the previous financial year.
Considering the financial requirements towards the funding of the ongoing expansionplan whics we believe will enhance the Shareholder's value in the long termno dividend is recommend by the Directors of your Company for the year ended 31st March2019.
3. CAPITAL STRUCTURE
There was no change in the issued and subscribed capital of the Company. During theyear under review the Authorized Capital of the Company stood at Rs. 60000000/-(Rupees Six Crores) divided into 6000000 [Sixty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten) each and the issued subscribed and paid-up Equity share capital of theCompany as on 31st March 2019 stands at Rs. 44020000/- (Rupees Four CroresForty Lakhs Twenty Thousand) divided into 4402000 (Forty Four lakh Two Thousand) EquityShares of Rs. 10/- (Rupees Ten) each.
The Company has neither issued shares with differential voting rights nor issued sweatequity or granted stock options during the Financial Year ended 31st March2019.
4. TRANSFER TO RESERVES
No amount has been transferred to General reserve by the Board during the year underreview.
5. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
6. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF
During the Financial Year ended 31st March 2019 the Board of Directorsthough exploring Addition to existing business and commercial activities had neither beenexplored any change in nature of business and commercial activities for the Company northere is a change in nature of business and commercial activities of the Company. As suchno specific details regarding change in nature of business activities are required to begiven or provided.
7. PUBLIC DEPOSITS
During the period under report the Company has neither invited nor accepted any publicdeposits within the meaning of Section 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 (as amended).As such no specific detailsprescribed in Rule 8(1) of the Companies (Accounts) Rules 2014 (as amended) are requiredto be given or provided.
8. DIRECTORS AND KEY MANGER1AL PERSONNEL (KMP)
The Board of Directors is duly constituted in compliance with the applicable provisionsof the Companies Act 2013 and relevant rules made thereunder.
Mr. Ashok kumar Bajoria Managing Director whose term has expired the board isof view to reappoint him as Managing Director at the ensuing AGM subject to the approvalof members.
Mr. Anand Kumar Bajoria (DIN: 00713620) Director of the Company who retires byrotation in accordance with the provisions of the Companies Act 2013and being eligibleoffers himself for re-appointment at the ensuing AGM
Mr. Anand Kumar Bajoria (DIN: 00713620) and Mr. Shyam Sundar Bajoria (DIN:01066593) are the Whole Time Directors of the company.
Mr. Dipendra Kumar Agarwal (DIN: 07121280) Mrs. Lakshmi Agarwal (DIN: 07014396)and Mr. Ashok kumar Yadav (DIN: 07074299) are the Independent directors of the company.
During the year Mr. Ajendra Kumar Agarwal Independent Director resigned on 30/05/2018and Mr. Dipendra Kumar Agarwal was appointed as Independent Director from 28/06/2018.
Necessary information pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 in respect of directors to be appointed and re-appointedat the ensuing Annual General Meeting are given in the Annexure to the Notice conveningthe Annual General Meeting scheduled to be held on 16th September 2019.
All the Directors of the Company have confirmed that they are not disqualified forbeing appointed as directors in terms of Section 164 of the Companies Act 2013 and Rule14(1) of Companies (Appointment and Qualification of Directors) Rules 2014 and notdebarred or disqualified by the SEBI/ Ministry of Corporate Affairs or any such statutoryauthority form being appointed or continuing as Directors of the Company or any otherCompany where Directors hold such position in terms of Regulation (10) (i) of Part C ofSchedule V of Listing Regulations.
b. KEY MANAGERIAL PERSONNEL
Pursuant to the provision of Section 2(51) and 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amendedfrom time to time) the following are the Key Managerial Personnel of the Company:
Mr. Ashok Kumar Bajoria Managing Director
Mr. Anand Kumar Bajoria Whole time Director
Mr. Shyam Sundar Bajoria Whole-time director
Mr. Aditya Apoorva Chief Financial Officer
Mrs. Monika Rathi Company Secretary
During the year Ms. Neha Sethia Company Secretary resigned on 01/06/2018 and Ms. MonikaRathi was Appointed as Company Secretary from 01 /06/2018.
9. MATERIAL CHANGES AND COMMITMENTS
There is no material changes and commitments between the end of the financial year ofthe Company to which the Financial Statements relates and date of Director's Reportaffecting the financial position of the Company.
10. SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant/ material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the company and its operations in future.
11. MAINTAENANCE OF COST RECORD
The Company is required to maintain cost records as specified by the Central Governmentunder sub section (1) of Section 148 of the Companies Act 2013 and accordingly suchaccounts and records are made and maintained by the Company.
12. DETAILS OF SUBSIDIARY /JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiaiy/Joint Ventures/ Associate Companies as on 31stMarch 2019. Hence requirement of consolidated financial statement is not applicable tothe Company.
Further pursuant to provisions of Section 129(3) of the Companies Act 2013 read withRule 5 of Companies (Accounts) Rules 2014 the statement containing salient features ofthe financial statement of the Company's subsidiary/joint Ventures/ Associate in FormAOC-1 is not required to be attached.
13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
Particulars of loans given / taken investments made guarantees given and securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are in compliance of Section 186 of the Companies Act 2013and the same are provided in the notes to standalone financial statement
14. RELATED PARTY TRANSACTIONS
The transaction entered with the related parties during the FY 18-19 were on arm'slength basis and were in the ordinary course of business and the provision of section 188of the Companies Act 2013 are not attracted. There have no materially significant relatedparty transaction with the Company's promoters directors the management theirsubsidiaries or relatives which may have potential conflict with the interest of theCompany at large. Thus disclosure in form AOC-2 is not required. The necessarydisclosures regarding the transactions are given in the notes of accounts. All relatedParty Transactions are placed before the Audit Committee for approval.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.ganeshsuper.com.
15. DECLARATION BY INDEPENDENT DIRECTORS
Shri Dipendra Kumar Agarwal (DIN: 07121280] Shri Ashok Kumar Yadav (DIN: 07074299) andSmt Lakshmi Agrawal (DIN: 07014396) are Independent Directors on the Board of the Company.The Company has received and taken on record declaration from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and Rule 5 of theCompanies (Appointment and Qualification of Directors) Rules 2014.
a. STATUTORY AUDITORS AND AUDITOR'S REPORT
At the EGM held on 11.08.2018 M/s. SPSA & CO. Chartered Accountants (FirmRegistration No. 019888N) were appointed as the Statutory Auditors of the Company to holdoffice until the conclusion of the AGM to be held in the calendar year 2019. The Board onthe recommendation of the Audit Committee recommended for the approval of the Membersthe appointment of M/S SPSA & co Chartered Accountants as the Auditors of theCompany for a period of one year from the conclusion of the ensuing 31st AGM till theconclusion of the 32nd AGM. On the recommendation of the i- Adit Committee the Board alsorecommended for the approval of the Members the remuneration of for the financial year2019-20. Appropriate resolution seeking your approval to the appointment and remunerationof M/s SPSA as the Statutory Auditors is appearing in the Notice convening the 31stAGM of the Company.
In this regard the Company has obtained a written consent under Section 139 of theCompanies Act 2013 from the Auditors to such continued appointment and also a certificatefrom them to the effect that their appointment if ratified would be in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder asmay be applicable.
The Statutory Auditors' Report does not contain any qualification reservation oradverse remark and is self - explanatory and unmodified and thus does not require anyfurther clarification/ comments. The Statutory Auditors have not reported any incident offraud to the Audit Committee of the Company during the year under review.
b. COST AUDITOR
The Company had appointed M/s Kalisankar & Co Cost Accountants Kolkata (FirmRegistration no. 101353) as Cost Auditors to conduct audit of Cost Records maintained ofthe Company for the financial year ending 31st March 2020. Pursuant to Section148 of the Companies Act 2013 read with the Companies (Audit and Auditor Rules) 2014(including any statutory modification(s) or re- enactment thereof for the time being inforce) the Board of Directors on the recommendation of the Audit Committee in theirrespective meetings held on 29th May 2019 has approved the appointment of M/s
Kalisankar & Co Cost Accountants Kolkata as Cost Auditors to conduct audit ofCost Records maintained of the Company for the financial year ending 31stMarch 2020. The remuneration proposed to be paid to the Cost Auditors subject toratification of members at the ensuing 31st Annual General Meeting would notexceed Rs. 35000/- (exclusive of Goods and Service Tax & re-imbursement of out ofpocket expenses).
The Company has received certificate form the Cost Auditors for eligibility u/s141(3)(g) of the Companies Act 2013 for appointment as Cost Auditors and his/itsindependence and arm's length relationship with the Company.
c. SECRETARIAL AUDITOR
In accordance with provisions of Section 204 of the Companies Act 2013 read with Rule9 of the Companies (Appointment and Remuneration o Managerial Personnel) Rules 2014 theBoard had appointed M/s Rupa Gupta Practicing Company Secretary (Practice No:11691)Kolkata as Secretarial Auditors of the Company for the Financial Year ended 31stMarch 2019 to conduct Secretarial Audit and Secretarial Audit Report in Form MR-3 wasfurnished by her.
The Secretarial Audit Report is annexed herewith as Annexure to this report. TheSecretarial Aud; ors' Report does not contain any qualification reservation or adverseremark and is self - explanatory and thus does not require any further clarification/comments.
d. INTERNAL AUDITOR AND THEIR REPORT
M/s Singhania Agarwal & Co Chartered Accountants Kolkata (Firm Regn No. :005527C) is appointed as an Internal Auditor of the Company for the Financial Year 2018-2019 ended on 31st March 2019 pursuant to provisions of Section 138 and anyother applicable provisions of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 and relevant SEB1 Regulations including the SEBl (LODR)Regulations 2015 (as amended).
Further the Board of Directors of the Company on the recommendations of AuditCommittee of the Company at its meeting held on 29th May 2019 has approvedand appointed M/s Singhania Agarwal & Co Chartered Accountants Kolkata (Firm RegnNo. : 005527C) as an Internal Auditor of the Company for the Financial Year 2019 -2020ending on 31st March 2020.
17. MEETINGS OF THE BOARD OF DIRECTORS
7 (Seven meetings of the Board of Directors were held during the F.Y. 2018-2019. Thedetails of the Board/Committees of the Board are given in the Report on CorporateGovernance which forms p?nt of this report.
18. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in Corporate Governance Report.
19. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMNCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has laid down the criteria for performance ofExecutive and Non- Executive Directors of the Company as per section 178 of the CompaniesAct 2013. as amended from time to time and as per Regulation 19 of the ListingsRegulation. The criteria was based on various attributes inter alia profile experiencecontribution dedication knowledge sharing of information with the Board regularity ofattendance aptitude & effectiveness preparedness & participation team workdecision making process their roles rights responsibilities in the Company monitoring& managing potential conflict of interest of management providing fair andconstructive feedback & strategic guidance and contribution of each Director to thegrowth of the Company.
The Company has devised the Board's performance Evaluation Policy document along withperformance evaluation criteria/form for Independent and Non- Independent Directors of theCompany and criteria for evaluation of Board's / Committee's performance along withremarks and suggestions. The performance of the Committees was evaluated by the Boardafter seeking inputs from the Committee Members on the basis of criteria such as thecomposition of committees effectiveness of committee meetings etc.
Separate meeting of Independent Directors of the Company was held on 18thMarch 2019 and it reviewed the performance of non-independent directors and the Board asa whole and also reviewed the performance of the Chairman of the Company. The same wasdiscussed in the meeting of the Independent Directors at which the performance of theBoard its committees and individual Directors was also discussed.
20. LISTING OF SHARES
The Equity Shares in the capital of the Company continued to be listed on the BSELimited (BSE). The Company has paid the annual listing fee for the financial year 2019-20to BSE within the normal stipulated time.
21. EXTRACT OF THE ANNUAL RETURN
An extract of Annual Report as on the financial year ended on March 31stl 2019 in Form MGT-9 as required under section 92(3) of the Companies Act 2013 read withRule 12(1) of Companies (Management and Administration) Rules 2014 is set out as anAnnexure to this report which forms an integral part of the Board's Report of theCompany.
22. DETAILS RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL ANDEMPLOYEES
In accordance with section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules thereunder (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and pursuant toamendment notified under Companies (Amendment) Act 2017 and SEBI (LODR) (Amendment)Regulations 2018 the Board of Directors at its meeting held on 25th March 2019 hasapproved and adopted a Nomination and Remuneration policy of the Company relating to theremuneration for the Directors Key Managerial Personnel (KMP's) and other employees ofthe Company based on recommendations of the NRC which inter alia now includes criteriaof quorum amendment in certain definitions additional role of the NRC etc.
The Nomination and Remuneration Policy of the Company is displayed on the website ofthe Company.
Disclosure pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 as amended form time to timein respect to Directors/employees of the Company is marked as " Annexure " tothis report and forms part of the Board's Report of the Company.
23. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has in place adequate internal control system and procedures commensuratewith the nature of its business and the size and complexity of its operations. Theseprocedures are designed to ensure:
a) That all assets and resources are used efficiently and are adequately protected;
b) That all the internal policies and statutory guidelines are complied with; and
c) The accuracy and timing of financial reports and management information ismaintained.
24. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c ) of the Companies Act 2013 (Act) in relation toFinancial Statements of the Company for the year ended 31st March 2019 theBoard of Directors states that: -
1. In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departures;
2. The Directors have selected such accounting policies and applied consistently andmade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state affairs of the company for the financial year ended 31stMarch2019;
3. The Directors have taken proper & sufficient care for the maintenance ofadequate accounting record in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. The annual accounts / financial statements have been prepared on a "goingconcern" basis.
5. proper internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operational effectively.
6. proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013
Ganesh Foundry & Casting Limited ("the Company") has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees etc.) are coveredunder this policy.
Pursuant to recent amendment to the Companies (Accounts) Rules 2014 vide MCA'sNotifiaction dated 31st July 2018 the Board of Directors do confirm that theCompany has complied with provision relating to the constitution of Internal ComplaintsCommittee (ICC) under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Company is committed to provide and promote safe healthy and congenial atmosphereirrespective of gender caste creed or social class of the employees. During thefinancial year 2011.-19 no cases have been filed under the act as the Company is keepingthe working environment healthy.
26. RISK MANAGEMENT
The Company has laid down procedures to inform the Board of Directors about RiskAssessments and its minimisation procedures. The Board has also framed and implemented theRisk Management Plan for the Company to the extent it was possible feasible andpractical. The formation of Risk Management Committee is not applicable to the Company asthe requirement is applicable to only top 500 listed entities on BSE Ltd as per Regulation21 of SEBI (LODR) Regulations 2015.
27. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO
The information on conservation of energy technology absorption and foreign exchangeearning & outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 (as amended from time to time) is set out herewithas Annexure to this report.
28. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
29. CORPORATE GOVERNANCE
The Company files quarterly Corporate Governance Report with BSE Ltd as required underSEBI (LODR) Regulations - 27. In accordance with Regulation 34(3) and Schedule V of SEBI(LODR) Regulations 2015 Corporate Governance Report along with Practising CompanySecretary Certificate regarding Compliance of Conditions of Corporate Governance isannexed to and forms part of this Board Report
30. VIGIL MECHANISM/ WHISTLE-BLOWER POLICY
Your Company has a Whistle-Blower Policy that offers a formal mechanism to itsdirectors employees and stakeholders to report genuine concerns about unethical behavioractual or suspected fraud and violation of the Company's Code of conduct and BusinessEthics in accordance with the provisions of the Companies Act 2013 read with theCompanies (Meeting of Board and its Powers) Rules 2014 and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. The Audit Committee of Board is entrusted withthe responsibility to oversee the vigil mechanism.
Further SEBI vide its notification dated 31st December 2018 has amendedthe provision unde: the SEBI (Prohibition of Insider Trading) Regulations 2015 byissuance of SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 to beeffective from 1st April 2019 which inter alia provides for the"Written Policies and Procedures" for inquiry in case of leak of unpublishedprice sensitive information ("UPSI") or suspected leak of UPSI and to have a"Whistle-Blower Policy'' and to make Directors and employees aware of such policy toenable them to report instances ofleak of UPSI. Pursuant to above and in order to effectthe amendments as notified in the above Amendment Regulations the Board of Directors ofthe Company has approved and adopted the revised ''Vigil Mechanism / Whistle-BlowerPolicy" on 25th March 2019. The Policy is displayed on the website of theCompany.
31. MANAGEMENT DISCUSSION & ANALSIS REPORT
In accordance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 aManagement Discussion and Analysis Report is forming part of this report.
32. HEALTH. SAFETY AND ENVIRONMENT
The safety excellence journey is a continuing process of the Company. The safety of thepeople working for and behalf of your company visitors to the premises of the Company andthe communities we operate in is an integral part of business. Structured monitoring& review and a system of positive compliance reporting are in place. There is a strongfocus on safety with adequate thrust on employee's safety. The Company is implementingprogrammes to eliminate fatalities and injuries at work place. Quarterly reports onhealth safety and environment for each plants/units of the Company are received by theCompany and the same are placed before the Board of Directors for their review.
The Company has been achieving continuous improvement in safety performance through acombination of systems and processes as well as co-operation and support of all employees.Each and every safety incidents at plants/units if any are recorded and investigated.
33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Human Resources are vital and most valuable assets for the Company. They play asignificant role in your Company's growth strategy. Your Company emphasizes on talentnurturing retention and engaging in a cordial amicable and constructive relationshipwith employees with a focus on productivity and efficiency and underlining safe workingpractices. Your Directors also value the professionalism and commitment of all employeesof the Company and place on record their appreciation and acknowledgement of the effortsdedication and contribution made by the employees at all levels that have contributed toCompany's success and remain in the forefront of Iron and steel Industry business. YourDirectors wish to place on record the Co-operation received from all the valuableemployees staff workers at all and at all plants/units.
34. ENHANCING SHAREHOLDERS VALUE
The Company accords top priority for creating and enhancing shareholders value. All theCompany's operations are guided and aligned towards maximizing shareholders value.
35. BUSINESS RESPONSIBILITY REPORT
In terms of SEBI (LODR) Regulations 2015 top 500 listed entities are required tosubmit as part of their Annual Reports Business Responsibility Reports describing theinitiatives taken by them from an environmental Social and Corporate perspective. YourCompany does not fall under this category. However BR Report on environment humanresources and principle wise performance in short forms part of the Management discussionand analysis report.
Your Directors would like to record their appreciation for the enormous personalefforts as well as the collective contribution of all the employees to the Company'sperformance The directors would also like to thank its customers employee unionsshareholders dealers suppliers bankers governr-ient agencies and all stakeholders fortheir co-operation and support to the Company and the confidence reposed on themanagement.