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Ganon Products Ltd.

BSE: 512443 Sector: Others
NSE: N.A. ISIN Code: INE162L01017
BSE 00:00 | 15 Oct Ganon Products Ltd
NSE 05:30 | 01 Jan Ganon Products Ltd
OPEN 11.49
PREVIOUS CLOSE 11.49
VOLUME 1
52-Week high 12.12
52-Week low 10.95
P/E 95.75
Mkt Cap.(Rs cr) 11
Buy Price 11.49
Buy Qty 4.00
Sell Price 11.49
Sell Qty 28.00
OPEN 11.49
CLOSE 11.49
VOLUME 1
52-Week high 12.12
52-Week low 10.95
P/E 95.75
Mkt Cap.(Rs cr) 11
Buy Price 11.49
Buy Qty 4.00
Sell Price 11.49
Sell Qty 28.00

Ganon Products Ltd. (GANONPRODUCTS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 34th Annual Report of Ganon Products Limited together with the Audited Statement of Accounts for the financial year ended 31st March 2019:

Financial Performance

The summarized results of your Company are given in the table below

Amount in Rs.
Particulars Financial year ended March 31 2019 Financial year ended March 31 2018
Total Income27676158.00340108764.00
Profit/(loss) before Interest Depreciation & Tax (EBITDA)25392024.00715502.00
Finance Charges1427.00133
Depreciation--
Prior Period Expenses--
Provision for Income Tax (including for earlier years)60000220000
Net Profit/(Loss) After Tax25330597495369
Profit/(Loss) brought forward from previous year1172815011457323
Less : Proposed Dividend0.00186620
Less : Corporate Dividend Tax0.0037922
Profit/(Loss) carried to Balance Sheet3705874711728150

OPERATIONS AND FUTURE PLANS

During the year the operational revenue of the Company has decreased to Rs. 27676158/- compared to Rs. 340108764/- in previous year.

Further your Company has earned a net profit after tax of Rs. 25330597/- as compared to Rs. 495369/- in previous year.

Your Directors are hopeful that the results will be more encouraging in the near future.

BUSINESS REVIEW/ STATE OF THE COMPANY'S AFFAIRS

Ganon Products Limited is involved in trading activity of Multiple Commodities like Cotton steels Fabric Thermal coal etc. and we are looking forward to meet the rising demand of Cotton Fabric Coal Steel Metals domestically and internationally. We procure the material from local Suppliers as well as from foreign suppliers and sale it in domestic market and international market

Over the past few year Company has accumulated a strong and healthy market trust through the simple principle that we follow:

EARN TRUST WITH BUSINESS.

DIVIDEND

Your Directors has not recommended any Dividend for the financial year ended 31st March 2019 in order to preserve resources in the Company.

SHARE CAPITAL

As at 31st March 2019 the Authorized Share Capital of the Company stood at Rs. 100000000/- (Rupees Ten Crores Only) divided into 10000000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each.

As at 31st March 2019 the Paid-up Equity Share Capital of the Company stood at Rs. 93310000 (Rupees Nine Crore Thirty Three Lakhs Ten Thousand Only) divided into 9331000 (Ninety Three Lakhs Thirty One Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

RESERVE

The Accumulated Reserve of the Company stood at Rs.37058747/- as at 31st March 2019 inclusive of profit after tax of Rs. 25330597/- earned during the financial year 2018-19.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The amount of dividends remaining unpaid/unclaimed for seven years from the date of its transfer to the Unpaid Dividend Accounts of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year no amount has been transferred to IEPF. The unclaimed dividend declared for the year 2014-15 is Re. 38141/-. If the same is not claimed by the Members the said amount 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 of Association of the Company Mr. Madanlal Goyal (DIN: 00456394) Non-executive Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible offers himself for reappointment.

ii) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 read with the Rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of its various Committees. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

iii) Meetings of the Board

During the year ended 31st March 2019 Eight (8) Board of Directors Meetings were held by the Company on 21st May 2018 29th May 2018 13th Aug 2018 13th Nov 2018 11th January 2019 13th Feb 2019 21st February 2019 and 20th March 2019. Details of the meetings and the attendance record of the Directors are mentioned in the Corporate Governance Report which forms part of this Report.

COMMITTEES OF THE BOARD

Currently the Company has three (3) Committees of Board namely Audit Committee Nomination and Remuneration Committee & Stakeholders' Relationship Committee. The detailed composition of various Committees is elucidated below:

a. Audit Committee

As on 31st March 2019 the composition of the Audit Committee of the Company is as follows:

Name of the MemberDesignationCategory
Mr. Sanjaykumar Kailashchndra GuptaChairpersonIndependent Non-Executive
Mr. Madanlal GoyalMemberNon-Executive Director
Mr. Hari Prasad AgrawalMemberManaging Director & CFO

The Committee has been re-constituted by the Board in its Board Meeting held on 21st May 2018 due to appointment of Mr. Sanjaykumar Kailashchandra Gupta as Additional Director under Independent Category. Further Mr. Gaurav Satyanarayan Agrawal ceased to be member of the Committee on his re-designaton to the Executive Director.

The Committee was re-constituted once again during the financial year 2018-19 in view of resignation of Ms. Sheetal Bhavin Nagda from the Directorship position of the Company on 11th January 2019. Mr. Hari Prasad Agrawal Managing Director joined the Committee to fulfill the requirement of atleast 3 Director in view of non-availability of Non-executive Director.

The recommendations of the Audit Committee are always welcomed and accepted by the Board & all the steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

b. Nomination & Remuneration Committee

As on 31st March 2019 the composition of the Nomination and Remuneration Committee of the Company is as follows:

Name of the MemberDesignationCategory
Mr. Sanjaykumar Kailashchndra GuptaChairpersonIndependent Non-Executive
Mr. Madanlal GoyalMemberNon-Executive Director
Mr. Hari Prasad AgrawalMemberManaging Director & CFO

The Committee has been re-constituted by the Board in its Board Meeting held on 21st May 2018 due to appointment of Mr. Sanjaykumar Kailashchandra Gupta as Additional Director under Independent Category. Further Mr. Gaurav Satyanarayan Agrawal ceased to be member of the Committee on his re-designaton to the Executive Director.

The Committee was re-constituted once again during the financial year 2018-19 in view of resignation of Ms. Sheetal Bhavin Nagda from the Directorship position of the Company on 11th January 2019. Mr. Hari Prasad Agrawal Managing Director joined the Committee to fulfill the requirement of atleast 3 Director in view of non-availability of Non-executive Director.

Nomination and Remuneration Committee Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remuneration. The Remuneration Policy is annexed as Annexure III 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. The role of the Committee is to consider & resolve securities holders' complaint.

As on 31st March 2019 the composition of the Stakeholder's Relationship Committee of the Company is as follows:

Name of the MemberDesignationCategory
Mr. Sanjaykumar Kailashchndra GuptaChairpersonIndependent Non-Executive
Mr. Madanlal GoyalMemberNon-Executive Director
Mr. Hari Prasad AgrawalMemberManaging Director & CFO

The Committee has been re-constituted by the Board in its Board Meeting held on 21st May 2018 due to appointment of Mr. Sanjaykumar Kailashchandra Gupta as Additional Director under Independent Category. Further Mr. Gaurav Satyanarayan Agrawal ceased to be member of the Committee on his re-designaton to the Executive Director.

The Committee was re-constituted once again during the financial year 2018-19 in view of resignation of Ms. Sheetal Bhavin Nagda from the Directorship position of the Company on 11th January 2019. Mr. Hari Prasad Agrawal Managing Director joined the Committee to fulfill the requirement of atleast 3 Director in view of non-availability of Non-executive Director

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

All Independent Directors of your Company have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act 2013 affirming compliance to the 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 its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act 2013 rules made thereunder as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Company affirm that:

a) in the preparation of the annual accounts the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all 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 the Company..

EXTRACT OF ANNUAL RETURN.

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act 2013 (herein after referred to as the Act) forms an integral part 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 the financial year under review were on arms' length basis and prior approval of Audit Committee and Board of Directors were obtained before entering into transactions with Related Party. The material significant related party transactions entered into by the Company with its Promoters Directors Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large are reported by the Company In prescribed Form AOC-2 as Annexure I.

The policy on related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company's website i.e. www.ganonproducts.com

AUDITORS & THEIR REPORT

a) Statutory Auditor

During the year under review casual vacancy in the position of Statutory Auditor has been caused because of resignation of M/s. Vishwajeet Manish & Associates Chartered Accountants (ICAI Firm Registration 138891W) Mumbai from the position of Statutory Auditor due to their pre-occupation.

Members of the Company in thier Extraordinary General Meeting held on 27th May 2019 on recommendation of Board of Directors had appointed M/s. R V Luharuka & Co LLP Chartered Accountants (ICAI Firm Registration 105662W/W100174) as Statutory Auditors of the Company to fill the casual vacancy for the financial 2018-19.

Board further recommended its appointment as Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting of the Members of the Company at a remuneration to 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 the financial year ended 31st March 2019. There are no adverse remarks or qualifications 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 with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointed Mr. Saaurabh Jhaveri Practicing Company Secretary as Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for the financial year ended 31st March 2019. The Secretarial Audit Report is attached herewith marked 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 appointed Mr. Pranav Amalani as Internal Auditor of the Company for the financial year ended 31st March 2019.

RISK MANAGEMENT

Risk Management is a risk based approach to manage an enterprise identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity's objective. The risk management process consists of risk identification risk assessment risk prioritization risk treatment or mitigation risk monitoring and documenting the new risks. The Company has laid a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. In the opinion of your Board none of the risks which have been identified may threaten the existence of the Company

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the general public and from its Member within the meaning 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 Act are disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year ended 31st March 2019 there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended 31st March 2019 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are not applicable to the Company hence no such Committee has been formed. However Company had always 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 which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS

The information as required under SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015 is as under:-

Ganon Products Limited (Formerly known as Ganon Trading & Finance Co. Limited) is mainly engaged in Trading Business of Commodities more specifically in Cotton Fabrics Steel Metal Coal etc domestically and internationally. The Company is exploring various options to improve margins of the Company by having tight control on expenses & exploring various business activities. Despite various adverse factors we firmly believe that Indian economic will grow this presents vast opportunities for us to grow our businesses in the medium to long term though short-term pain remains a possibility. We further believe the policy of liberalization and forward looking regulatory changes will help markets grow in size. While positive Government policies and regulatory changes do enlarge the scope of opportunities for all sector in which Company operate and companies lack of or delay in reforms or certain regulatory changes can significantly impact the performance or make an existing business model unviable. The growth in the all sector is very good and Management expects better results in forth coming year. The company is planning to venture into trading of other merchandise products through the existing chain of Whole sellers and retailers.

A. INDUSTRY STRUCTURE AND DEVELOPMENTS

The Global Economy including both developed and emerging countries is showing signs of growth with improved market confidence recovering in commodity prices and pickup in manufacturing and Trade. Although the growth prospects face various challenges like conflicts protectionist attitude of developed economies etc. Going Forward global growth 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 a faster pace in the coming year on the backdrop of strong domestic consumption policy reforms and government spending on infrastructure.

In view of the aforesaid global & domestic scenarios the International Trading Industry shown an almost stagnant performance and is expected to grow in the coming years due to the various pragmatic initiatives of the Indian Government and expected revival of the Global Economy.

B. OPPORTUNITIES & THREATS

With the reform oriented and business friendly government at the center and India among the fastest developing economy of the world the opportunities for the company appears to be endless. However the trading industry may face the risk of imposition of a ban on import/export of a commodity by the government of any country decrease in consumer demand price war among key competitors.

C. SEGMENT PERFORMANCE

The Company operates into single segment i.e. Trading Industry henceforth information in respect of Segment Performance does not applicable to the Company.

D. OUTLOOK:

With the global economy appearing to be on the path of revival and with the high income economies showing signs of firm recovery after years of low growth and/or recession the outlook for the International Trading Industry in particular and Trading Industry in general appears to be bright. The stable and growth oriented Government at the Center and its initiatives like make-in-India digitalization GST Implementation in Indirect Tax Regime ONE Tax ONE India will benefit the domestic economy. In view of the aforesaid the outlook of the Company also appears to be bright.

E. RISKS AND CONCERNS:

These aspects have been mentioned under the Heading Opportunities and Threats.

CORPORATE GOVERNANCE

In terms of Regulation 15(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the provisions related to Corporate Governance as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of schedule V shall not be applicable in respect of companies having paid up equity share capital not exceeding Rs.10 crore and Net worth not exceeding Rs.25 crore as on the last day of the previous financial year.

As on 31st March 2019 the Equity Share Capital is Rs. 93310000/- and Net worth is Rs. 130266408/. Yet the Company on a suo-moto basis has taken all necessary initiatives to comply with the provisions of corporate governance to the maximum extent possible and endeavours in true spirit to go well beyond the mandatory provisions and provides separate report on Corporate Governance as Annexure IV.

INSURANCE:

As on March 31 2019 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 of its 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 mode with their Depository Participant.

As on 31st March 2019 96.76% of the paid up Equity Share Capital stands in Demat mode and the remaining 3.24% Equity Shares were held in physical mode the details of which are as follows:

ParticularsNo. of Shares% of Total Capital
Held in Demat form with CDSL660061570.74
Held in Demat form with NSDL242778526.02
Held in physical mode3026003.24

LISTING OF SHARES

The shares of your Company are listed on BSE Limited. The applicable Annual Listing fees had been paid to the Stock Exchange for the financial year 2018-2019 and Listing Fees for FY 2019-2020 is yet to paid. The pending fees will be paid by the Company very soon.

SUBSIDIARY COMPANIES

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 (Meeting of 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 and mismanagement if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. The policy has been revised and has been adopted by the Board of Directors on 14th December 2017.The Policy is also available on the web-site of the Company i.e. www.ganonproducts.com

The Audit Committee of Board of Directors are entrusted with the responsibility to oversee the Vigil mechanism. During the year 2018-2019

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 the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not given as there are no employees in the Company drawing remuneration of more than Rs. 850000/- rupees per month and Rs. 10200000/-per annum.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO:

The details pertaining to conservation of energy and technology absorption as required under 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 of industry in which it operates.

There were no foreign exchange earnings and foreign exchange outgo during the year under review.

COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act 2013 are not applicable to the Company

SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and Rule made thereunder. During the year under review there were no cases filed or reported pursuant to the provisions of the said Act.

OTHER DISCLOSURE

 Your Company has not issued any shares with differential voting rights.

 There was no revision in the financial statements from the end of the Financial Year to date of the Directors Report.

 Your Company has not issued any sweat equity shares.

 There was no change in the nature of business.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients Bankers Business Associates and the Government and other regulatory authorities and thank to all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

On Behalf of Board of Directors
For Ganon Products Limited
Place: Mumbai
Date: 3rd September 2019
Madanlal Goyal
Chairman
DIN: 00456394