Ganon Products Ltd.
|BSE: 512443||Sector: Others|
|NSE: N.A.||ISIN Code: INE162L01017|
|BSE 00:00 | 19 Jul||Ganon Products Ltd|
|NSE 05:30 | 01 Jan||Ganon Products Ltd|
|BSE: 512443||Sector: Others|
|NSE: N.A.||ISIN Code: INE162L01017|
|BSE 00:00 | 19 Jul||Ganon Products Ltd|
|NSE 05:30 | 01 Jan||Ganon Products Ltd|
Your Directors are pleased to present their 35thAnnual Report of Ganon ProductsLimited together with the Audited Statement of Accounts for the financial year ended 31stMarch 2020:
The summarized results of your Company are given in the table below
Amount in Rs.
OPERATIONS AND FUTURE PLANS
During the year the operational revenue of the Company has decreased to Rs 5643435/-compared to Rs. 27676158/- in previous year.
Further your Company has earned a net profit after tax of Rs. 2095211/- as comparedto Rs. 25330597/- in previous year.
Your Directors are hopeful that the results will be more encouraging in the nearfuture
BUSINESS REVIEW/ STATE OF THE COMPANY'S AFFAIRS
Ganon Products Limited is involved in trading activity of Multiple Commodities likeCotton steels Fabric Thermal coal etc. and we are looking forward to meet the risingdemand of Cotton Fabric Coal Steel Metals domestically and internationally. We procurethe material from local Suppliers as well as from foreign suppliers and sale it indomestic market and international market
Over the past few year Company has accumulated a strong and healthy market trustthrough the simple principle that we follow: EARN TRUST WITH BUSINESS
Your Directors have not recommended any Dividend for the financial year ended 31stMarch 2020 in order to preserve resources in the Company.
As at 31st March 2020 the Authorized Share Capital of the Company stood atRs. 100000000/- (Rupees Ten Crores Only) divided into 10000000 (One Crore) EquityShares of Rs. 10/- (Rupees Ten only) each.
As at 31st March 2020 the Paid-up Equity Share Capital of the Company stood at Rs.93310000 (Rupees Nine Crore Thirty Three Lakhs Ten Thousand Only) divided into9331000 (Ninety Three Lakhs Thirty One Thousand) Equity Shares of Rs. 10/- (Rupees TenOnly) each.
The Accumulated Reserve of the Company stood at Rs. 13872313/- as at 31stMarch 2020 inclusive of loss of Rs. 23067289/- incurred during the financial year2019-20. The said loss is due to prior period item.
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 is Re. 38141/-. If the same is not claimed by the Members the saidamount will be transferred to IEPF after 29th September 2022.
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. Gaurav Agrawal (DIN: 07686574) Whole Time Director of theCompany retires by rotation at this Annual General Meeting of the Company and beingeligible offers himself for reappointment.
it) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 read with the Rules madethereunder 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.
Hi) Meetings of the Board
During the year ended 31st March 2020 Six (6) Board of Directors Meetingswere held by the Company on 12th April 2019 2 nd May 2019 29th May2019 7thAug 2019 11th Nov 2019 10th February 2020.Details of the meetings and the attendance record of the Directors are mentioned in theCorporate Governance Report which forms part of this Report.
COMMITTEES OF THE BOARD
Currently the Company has three (3) Committees of Board namely Audit CommitteeNomination and Remuneration Committee & Stakeholders' Relationship Committee. Thedetailed composition of various Committees is elucidated below:
a. Audit Committee
As on 31st March 2020 the composition of the Audit Committee of the Companyis as follows:
The Committee has been re-constituted by the Board in its Board Meeting held on 29thMay 2019 due to appointment of Mr. Sanjay Sood and Mrs. Roopal Sood as Additional Directorunder Independent Category. Further Mr. Sanjay kumar Kailash chandra Gupta ceased to bemember of the Committee on his resignation as independent Director of the Company on 12thApril 2019. Mr. Hari Prasad Agrawal ceased to member of Committee in view of availabilityof sufficient number of Members to form 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.
b. Nomination & Remuneration Committee
As on 31st March 2020 the composition of the Nomination and RemunerationCommittee of the Company is as follows:
The Committee has been re-constituted by the Board in its Board Meeting held on 29thMay 2019 due to appointment of Mr. Sanjay Sood and Mrs. Roopal Sood as Additional Directorunder Independent Category. Further Mr. Sanjay kumar Kailashchandra Gupta ceased to bemember of the Committee on his resignation as Independent Director of the Company on 12thApril 2019. Mr. Hari Prasad Agrawai ceased to member of Committee in view of availabilityof sufficient number of Members to form the Committee.
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 IIl" to thisreport.
c. Stakeholders' Relationship Committee
The said Committee oversees all the matters relating to Stakeholders'grievances/complaints and to review register of transfer for shares in physical mode. Therole of the Committee is to consider & resolve securities holders' complaint.
As on 31st March 2020 the composition of the Stakeholder's RelationshipCommittee of the Company is as follows:
The Committee has been re-constituted by the Board in its Board Meeting held on 29thMay 2019 due to appointment of Mr. Sanjay Sood and Mrs. Roopal Sood as Additional Directorunder Independent Category. Further Mr. Sanjay kumar Kailashchandra Gupta ceased to bemember of the Committee on his resignation as Independent Director of the Company on 12thApril 2019. Mr Hari Prasad Agrawal ceased to member of Committee in view of availabilityof sufficient number of Members to form the Committee.
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(s) 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 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyaffirm that:
a) in the preparation of the annual accounts the applicable Indian AccountingStandards had been 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 was no change in the nature of business of theCompany. Company had change its name from "Ganon Trading and Finance Co.Limited" to "Ganon Products Limited" in order to make compliance with theprovision of Regulation 45 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.
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 II".
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 prior approval of AuditCommittee and Board of Directors were obtained before entering into transactions withRelated Party. The 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 largeare reported by the Company In prescribed Form AOC-2as Annexure I.
The policy on related party transactions and dealing with related party transactions asapproved by the Board of Directors may be accessed on the Company's website i.e.www.qanonproducts.com
AUDITORS & THEIR REPORT
a) Statutory Auditor
M/s. R V Luharuka & Co LLP Chartered Accountants (ICAI Firm Registration1G5662W/W100174) as Statutory Auditors of the Company were appointed as Statutory Auditorsof the Company for a period of 5 (five) years commencing from the conclusion of 34thAnnualGeneral Meeting till the conclusion of
39th Annual General Meeting of the Members of the Company at a remunerationto be fixed by the Board of Directors every year in consultation with the auditors"
The Statutory Auditors have issued their reports on Financial Statements for thefinancial year ended 31st March 2020. There are no adverse remarks orqualifications in the said report. The Notes on Accounts referred to in the Auditors'Report are self-explanatory and do not call for any further comments.
b) Secretarial Auditor
In compliance with the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed Mr. Milan Tanna Practicing Company Secretary as SecretarialAuditor of the Company to undertake Secretarial Audit of the Company for the financialyear ended 31st March 2020. The Secretarial Audit Report is attached herewithmarked as "Annexure VII'* and forms an integral part of this report
c) Internal Auditor:
As per the provision of section 138 of the Companies Act 2013 Company has appointedMr. Pranav Amalani as Internal Auditor of the Company for the financial year ended 31stMarch 2020.
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.
The Company has not accepted any deposit from the general public and from its Memberwithin the meaning of section 73 of the Companies Act 2013 and the rules made thereunder.
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 31st March 2020 there were no material changes andcommitments affecting the financial position of the Company have occurred between theperiod ended 31st March 2020 to which financial results relate and the date ofthe Report.
CORPORATE SOCIAL RESPONSIBILITY
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
The information as required under SEBI (Listing Obligations & DisclosuresRequirements) Regulations 2015 is as under:-
Ganon Products Limited (Formerly known as Ganon Trading & Finance Co. Limited) ismainly engaged in Trading Business of Commodities more specifically in Cotton FabricsSteel Metal Coal etc domestically and internationally. The Company is exploring variousoptions to improve margins of the Company by having tight control on expenses &exploring various business activities. Despite various adverse factors we firmly believethat Indian economic will grow this presents vast opportunities for us to grow ourbusinesses in the medium to long term though short-term pain remains a possibility. Wefurther believe the policy of liberalization and forward looking regulatory changes willhelp markets grow in size. While positive Government policies and regulatory changes doenlarge the scope of opportunities for all sector in which Company operate and companieslack of or delay in reforms or certain regulatory changes can significantly impact theperformance or make an existing business model unviable. The growth in the all sector isvery good and Management expects better results in forth coming year. The company isplanning to venture into trading of other merchandise products through the existing chainof Whole sellers and retailers.
A. INDUSTRY STRUCTURE AND DEVELOPMENTS
The Global Economy including both developed and emerging countries is showing signs ofgrowth with improved market confidence recovering in commodity prices and pickup inmanufacturing and Trade. Although the growth prospects face various challenges likeconflicts protectionist attitude of developed economies etc Going Forward globalgrowth is projected to edge up but at a slower pace.
India is one of the fastest growing economy in the world and is expected to grow at afaster pace in the coming year on the backdrop of strong domestic consumption policyreforms and government spending on infrastructure.
In view of the aforesaid global & domestic scenarios the International TradingIndustry shown an almost stagnant performance and is expected to grow in the coming yearsdue to the various pragmatic initiatives of the Indian Government and expected revival ofthe Globa! Economy.
B. OPPORTUNITIES & THREATS
With the reform oriented and business friendly government at the center and India amongthe fastest developing economy of the world the opportunities for the company appears tobe endless. However the trading industry may face the risk of imposition of a ban onimport/export of a commodity by the government of any country decrease in consumerdemand price war among key competitors.
C. SEGMENT PERFORMANCE
The Company operates into single segment i.e. Trading Industry henceforth informationin respect of Segment Performance does not applicable to the Company.
With the global economy appearing to be on the path of revival and with the high incomeeconomies showing signs of firm recovery after years of low growth and/or recession theoutlook for the International Trading Industry in particular and Trading Industry ingeneral appears to be bright. The stable and growth oriented Government at the Center andits initiatives like make-in-lndia digitalization GST Implementation in Indirect TaxRegime ONE Tax ONE India will benefit the domestic economy. In view of the aforesaid theoutlook of the Company also appears to be bright.
E. RISKS AND CONCERNS:
These aspects have been mentioned under the Heading "Opportunities and Threats''.
In terms of Regulation 15(1) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the provisions related to Corporate Governance asspecified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (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 Rs10 crore and Net worth not exceedingRs.25 crore as on the last day of the previous financial year
As on 31 st March 2020 the Equity Share Capital is Rs 93310000/- and Net worth isRs. 107182313/-. Yet the Company on a suo-moto basis has taken all necessaryinitiatives to comply with the provisions of corporate governance to the maximum extentpossible and endeavours in true spirit to go well beyond the mandatory provisions andprovides separate report on Corporate Governance as Annexure IV.
As on March 31 2020 there are no fixed assets in the books of the Company.
DEMATERIALISATION OF SHARES
Your Company has obtained connectivity with the National Securities Depository Limited(NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization ofits Equity Shares. The ISIN No.:INE162L01017 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the demat modewith their Depository Participant.
As on 31st March 2020 96.76% of the paid up Equity Share Capital stands inDemat mode and the remaining 3.24% Equity Shares were held in physical mode the detailsof which are as follows:
LISTING OF SHARES
The shares of your Company are listed on BSE Limited. The applicable Annual Listingfees had been paid to the Stock Exchange for the financial year 2019-2020 and fees forfinancial year 2020-21 will be paid at earliest
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 Chapter IV of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 your Company has implemented a vigil mechanismpolicy to deal with instance of fraud and mismanagement if any. The policy also providesfor adequate 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 has been revised and has been adopted by the Board of Directors on 14thDecember 2017.The Policy is also available on the web-site of the Company i.e.www.aanonproducts.com
The Audit Committee of Board of Directors are entrusted with the responsibility tooversee the Vigil mechanism. During the year 2019-2020
1. No event of fraud was reported;
2. No complaint was reported under the Whistle Blower Policy;
3. No transaction of suspicious nature was noticed; and
4. The Company had not received any new complaint under SCORES from the Shareholders /Investors.
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 there are no employees in the Companydrawing remuneration of more than Rs. 850000/- rupees per month and Rs. 10200000/-perannum.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO:
The details pertaining to conservation of energy and technology absorption as requiredunder Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 are not applicable to the Company due to the very nature ofindustry in which it operates.
There were no foreign exchange earnings and foreign exchange outgo during the yearunder review
The provisions of Cost audit as prescribed under Section 148 of the Companies Act 2013are 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.
Your Company has not issued any shares with differentia! voting rights.
There was no revision in the financial statements from the end of the FinancialYear to date of the Directors Report.
Your Company has not issued any sweat equity shares.
There was no change in the nature of business.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank to allstakeholders for their valuable sustained support and encouragement towards the conduct ofthe proficient operation of the Company. Your Directors would like to place on recordtheir gratitude to all the employees who have continued their support during the year.