Ganon Products Ltd.
|BSE: 512443||Sector: Others|
|NSE: N.A.||ISIN Code: INE162L01017|
|BSE 00:00 | 21 Jun||Ganon Products Ltd|
|NSE 05:30 | 01 Jan||Ganon Products Ltd|
|BSE: 512443||Sector: Others|
|NSE: N.A.||ISIN Code: INE162L01017|
|BSE 00:00 | 21 Jun||Ganon Products Ltd|
|NSE 05:30 | 01 Jan||Ganon Products Ltd|
Your Directors are pleased to present their 37th Annual Report of GanonProducts Limited together with the Audited Statement of Accounts for the financialyear ended 31st March 2022:
The summarized results of your Company are given in the table below
Amount in Rs.
OPERATIONS AND FUTURE PLANS
During the year under review there is no revenue from the operation however otherincome has increased to Rs. Rs. 10004921/- compared to Rs. 9877663/- compared to inprevious year.
Further your Company has earned a net profit after tax of Rs. 246867/- as compared toRs. 626598/- 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 years 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 2022 in order to preserve resources in the Company.
As on 31st March 2022 Authorized Share Capital of the Company stood at Rs.100000000/- (Rupees Ten Crores Only) divided into 10000000 (One Crore) Equity Sharesof Rs. 10/- (Rupees Ten only) each.
As on 31st March 2022 Paid-up Equity Share Capital of the Company stood atRs. 93310000 (Rupees Nine Crores 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. 14790917/- as on 31stMarch 2022 inclusive of profit after tax of Rs. 246867/- earned during the financialyear 2021-22.
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 Rs. 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) 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.
ii) Meetings of the Board
During the year ended 31st March 2022 eight (8) Board Meetings were held bythe Company on 13th April 2021 29th June 2021 10thAugust 2021 2nd September 2021 6th September 202113thOctober 2021 12th November 2021 and 14th February 2022. Details ofthe meetings and the attendance record of the Directors are mentioned in the CorporateGovernance Report which forms part of this Report.
The Board of Directors of the Company is headed by a Non-Executive Chairman and consistof the following Directors as on 31st March 2022 as indicated below:
During the financial year 2021-22 Mr. Gaurav Satyanarayan Agrawal ceased fromDirectorship of the Company w.e.f. 13th October 2021.
After closure of FY 2021-22 and till date of report Mr. Hari Prasad Agrawal ManagingDirector and CFO ceased to act as Director of the Company due to his unfortunate demise.
Mr. Ravindra Haribhau Gopale and Mr. Pooja Nirav Shah have been appointed as AdditionalDirector of the Company w.e.f. 1st August 2022.
Board Meeting held during Financial Year 2021-22
The gap between any 2 (Two) meetings did not exceed 120 (One Hundred Twenty) days.
COMMITTEES OF THE BOARD
Presently Company has constituted three (3) Committees of the Board namely AuditCommittee Nomination and Remuneration Committee & Stakeholders' RelationshipCommittee. The detailed composition of various Committees is elucidated below:
a. Audit Committee
As on 31st March 2022 the composition of the Audit Committee of the Companywas as follow:
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 2022 the composition of the Nomination and RemunerationCommittee of the Company was as follow:
Nomination and Remuneration Committee Policy
The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure I" to this report.
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 2022 the composition of the Stakeholder's RelationshipCommittee of the Company was as follow:
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS
All Independent Directors of the 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) thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively 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.
Pursuant to the provisions of Section 134(3)(a) of the Act the Annual Return in formMGT-7 for the Company for the financial year 2021-22 is available on the Company'swebsite.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY
During the financial year under review your Company had entered into related partytransactions which were on an arm's length basis and in the ordinary course of business.There were no material transactions with any related party as per the provisions ofSection 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 and Regulation 23 of the SEBI Listing Regulations.
All related party transactions were approved by the Audit Committee of your Company.Particulars of related party transactions are listed out under the notes to the financialstatements forming part of this Annual Report.
The policy on related party transactions is available on the Company's website i.e.www.ganonproducts.com
AUDITORS & THEIR REPORT
a) Statutory Auditor
M/s. R V Luharuka & Co LLP Chartered Accountants (ICAI Firm Registration105662W/W100174) were appointed as Statutory Auditors of the Company for a period of 5(five) years commencing from the conclusion of 34thAnnual General Meeting tillthe conclusion of 39th Annual General Meeting of the Members of the Company ata remuneration to be fixed by the Board of Directors every year in consultation with theauditors."
The Statutory Auditors have issued their reports on Financial Statements for thefinancial year ended 31st March 2022. 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 has appointed M/s. Jigar Darji & Associates Practicing Company Secretary asSecretarial Auditor of the Company to undertake Secretarial Audit of the Company for thefinancial year ended 31st March 2022. The Secretarial Audit Report is attachedherewith marked as "Annexure II" and forms an integral part of thisreport.
c) Internal Auditor:
As per the provision of section 138 of the Companies Act 2013 Internal Audit wasconducted by Internal Audit Team consisting Senior officials of the Company.
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 public and from its Member within themeaning of section 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
There were no material changes and commitments affecting the financial position of theCompany have occurred between the period ended 31st March 2022 to whichfinancial results relate and the date of the 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 Global 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. The COVID 19 pandemic situation has impacted lotin the business of the Company and further gradual reduction in the profit of the Company.Still the World / Country has not completely came out from the COVID 19 pandemicsituation.
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-India 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 andThreats".
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 Rs.10 crore and Net worth not exceedingRs.25 crore as on the last day of the previous financial year.
As on 31st March 2022 the Equity Share Capital is Rs. 93310000/- and Networth is Rs. 108100917/-. Hence separate report on Corporate Governance is notapplicable to the Company.
As on 31st March 2022 there are no fixed assets in the books of theCompany.
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 is INE162L01017 has been allotted for the CompanyShares. Therefore the members and/or investors may keep their shareholdings in the dematmode with their Depository Participant.
As on 31st March 2022 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 has been for financial year 2021-22 and for 2022-23 has been paid by the Company.
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 mechanism policy to deal with instance of fraud andmismanagement if any. The policy also provides for adequate safeguards againstvictimization of persons who use such mechanism and makes provision for direct access tothe chairperson of the Audit Committee in all cases. The policy has been revised and hasbeen adopted by the Board of Directors on 14th December 2017.The Policy is alsoavailable on the web-site of the Company i.e. www.ganonproducts.com
The Audit Committee of Board of Directors are entrusted with the responsibility tooversee the Vigil mechanism. During the year 2021-2022
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.
Details of Frauds reported by the Statutory Auditors under Section 143 (12) of theCompanies Act 2013 during the Financial Year:
During the year under review no frauds were reported by the Statutory Auditorsrequiring intimation under Section 143 (12) of the Companies Act 2013 for the Companyand therefore no details are required to be disclosed under Section 134(3)(ca) of theCompanies Act 2013.
Sweat Equity Shares issued during the Year:
The Company has not issued any Sweat Equity Shares during the Financial Year underreview.
There has not been any revision in the financial statements.
The Company in the capacity of Financial Creditor has not filed any applications withNational Company Law Tribunal under the Insolvency and Bankruptcy Code 2016 during thefinancial year 2021-22 for recovery of outstanding loans against any customer beingCorporate Debtor.
The details of difference between amount of the valuation done at the time of one-timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is not applicable.
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 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.