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Ganesh Holdings Ltd.

BSE: 504397 Sector: Financials
NSE: N.A. ISIN Code: INE932M01011
BSE 05:30 | 01 Jan Ganesh Holdings Ltd
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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 2018.

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

Current Year Previous Year
Particulars 2017-18 2016-17
(Amount in Rs.) (Amount in Rs.)
Total Revenue 2492345 476067
Total Expenses 2425563 2189858
Profit before Depreciation and Taxes 66782 (1713791)
Less: Depreciation - -
Profit before tax 66782 (1713791)
Less: Tax Provision 12726 -
Profit after Tax 54056 (1713791)

OPERATIONS:

During the year under review the Company has recorded Net Profit of Rs.54056/'- forthe year as compared to loss of Rs. 1713791/- 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 Company has made Preferential Issue of165000 Equity shares and allotment was done on 24-04-2017.

As on March 31 2018 Authorised share capital of the company is Rs.45 lacs divided into450000 equity shares of Rs.10/- each and Paid up Capital is Rs.40.50 lacs divided into405000 equity shares of Rs.10/- each.

B) Reserves:

Total Reserves as on 31-03-2018 stands at Rs.187.31 lacs against Rs.107.57 lacs on 31-03-2018.

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 of Vay & Associates Chartered Accountants monitors and evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company. TheAudit Committee of the Board addresses significant issues raised by both the InternalAuditors and Statutory Auditors.

DIRECTORS:

• Changes in Directors and Key Managerial Personnel:

During the year Shri Ankit Mohata (DIN : 06789963] who was appointed as an AdditionalDirector on 30-05-2017 was appointed as an Independent Director for a term of 5 years inthe Annual General Meeting held on 30-09-2017.

• 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 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

' i.t forming part of extract of Annua! Return in Form No. MG I 9 is enclosed in

Annexure

AUDI rows & AUDIT REPORT

The members of the Company had at its Annual General Meeting (ACM) held on September27 2014 appointed M/s. Chaturvedi Sohan & Co. Chartered Accountants (FirmRegistration No. L18424W) as the Statutory Auditors of the Company for a period of 5(five) years i.e. till the conclusion of 37th ACM subject to ratification oftheir appointment by members at every ACM. 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 section

203 of the Companies Act 2013.

2. 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.

3. 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.

4. Regulation 47 of SEB1 Regulations 2015 not complied by the company which requirecompany to give advertisement in Newspaper for intimation of Board Meeting m which thefinancial results will be considered and approved along with financial results.

5. The Company has obtained the In-principal approval from BSE for allotment of 165000Equity shares on 11th April 2017 but failed to make the Listing applicationwithin stipulated time.

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.

N EXCHANGE EARNINGS AND OUT-GO :

i )u! mu the period under review there was no foreign exchange earnings or out flow.

HUMAN RESOURCE DEVELOPMF1MT 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.

DIRRCTOR 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.

VlI. MFCHANISM :

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 StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

PRFVFNTION 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.

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 FQR INDEPENDENT DIRECTOR S

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.ganeshhoIdings.comCORPORATE GOVERNANCE

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.

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

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SD
(Lalitha Ranka)
Date: 31st August 2018 Chairperson & Managing Director
Place: Mumbai DIN :01166049