Dear Members,
Your Directors are pleased to present their 38th Annual Report of Ganon
Products Limited together with the Audited Statement of Accounts for the financial year
ended 31st March 2023:
Financial Performance
The summarized results of your Company are given in the table below
| Particulars |
Financial year ended March 31, 2023 |
Financial year ended March 31, 2022 |
| Total Income |
14,09,27,957.00 |
1,00,04,921.00 |
| Profit/(loss) before Interest, Depreciation & Tax |
|
|
|
51,35,671.00 |
43,49,177.00 |
| (EBITDA) |
|
|
| Finance Cost |
49,37,671.00 |
40,02,310.00 |
| Depreciation |
- |
- |
| Prior Period Expenses |
- |
- |
| Provision for Income Tax (including for earlier years) |
50,000.00 |
2,00,000.00 |
| Net Profit/(Loss) After Tax |
1,48,000.00 |
1,46,867.00 |
| Profit/(Loss) brought forward from previous year |
0.00 |
0.00 |
| Less : Proposed Dividend |
0.00 |
0.00 |
| Less : Corporate Dividend Tax |
0.00 |
0.00 |
| Profit/(Loss) carried to Balance Sheet |
1,48,000.00 |
1,46,867.00 |
OPERATIONS AND FUTURE PLANS
During the year under review the revenue from the operation is Rs. 12,74,02,331/- and
other income is Rs. 1,35,25,626/ in comparison to Nil revenue and other income of Rs.
1,00,04,921 in previous year.
Further Company has earned a net profit after tax of Rs. 1,48,000/- in comparison to
Rs. 1,46,867/- in previousyear.
Directors are hopeful that the results will be more encouraging in the near future.
BUSINESS REVIEW/ STATE OF THE COMPANYfS 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 years, Company has accumulated a strong and healthy market trust
through the simple principle that we follow: EARN TRUST WITH BUSINESS.
DIVIDEND
Your Directors have not recommended any Dividend for the financial year ended 31st
March 2023 in order to preserve resources in the Company.
SHARE CAPITAL
As on 31st March 2023 Authorized Share Capital of the Company stood at Rs.
10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares
of Rs. 10/- (Rupees Ten only) each.
As on 31st March 2023 Paid-up Equity Share Capital of the Company stood at
Rs. 9,33,10,000 (Rupees Nine Crores Thirty Three Lakhs Ten Thousand Only) divided into
93,31,000 (Ninety Three Lakhs Thirty One Thousand)Equity Shares of Rs. 10/- (Rupees Ten
Only) each.
RESERVE
The Accumulated Reserve of the Company is 1,49,83,804/- as on 31st March
2023 inclusive of profit after tax of Rs. 1,48,000/- earned during the financial year
2022-23.
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 Rs. 38,141/-. 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) 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.
ii) Meetings of the Board
During the year ended 31st March 2023 eight (8) Board Meetings were held by
the Company on 25th May 2022, 27th June 2022, 5th August
2022, 8th August 2022, 7th September 2022, 18th October
2022, 14th November 2022 and 14th February 2023.
The Board of Directors of the Company is headed by a Non-Executive Chairman and consist
of the following Directors as on 31st March 2023 as indicated below:
| Sr. No. Name of the Director |
Category |
| 1. Mr. Madanlal Goyal |
Non-Executive Director |
| 2. Mr. Ravindra Haribhau Gopale |
Wholetime Director & CFO |
| 3. Mr. Sanjay Sood |
Independent Director |
| 4. Mrs. RoopalSood |
Independent Director |
| 5. Ms. Pooja Nirav Shah |
Director |
During FY 2022-23 Mr. Hari Prasad Agrawal, Managing Director 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 Director
of the Company effective from 1st August 2022.
Board Meeting held during Financial Year 2022-23
| Dates on which the Board Meetings were held |
Total Strength of the Board |
No. of Directors Present |
| 25th May 2022 |
4 |
4 |
| 27th June 2022 |
4 |
3 |
| 5th August 2022 |
3 |
3 |
| 8th August 2022 |
3 |
3 |
| 7th September 2022 |
5 |
5 |
| 18th October 2022 |
5 |
5 |
| 14th November 2022 |
5 |
5 |
| 14th February 2023 |
5 |
5 |
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 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 2023 the composition of the Audit Committee of the Company
was as follow:
| Name of the Member |
Designation |
Category |
| Mr. Sanjay Sood |
Chairman |
Independent, Non-Executive Director |
| Mrs. Roopal Sood |
Member |
Independent, Non-Executive Director |
| Mr. Madanlal Goyal |
Member |
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 2023 the composition of the Nomination and Remuneration
Committee of the Company was as follow:
| Name of the Member |
Designation |
Category |
| Mr. Sanjay Sood |
Chairman |
Independent, Non-Executive Director |
| Mrs. Roopal Sood |
Member |
Independent, Non-Executive Director |
| Mr. Madanlal Goyal |
Member |
Non-Executive Director |
Nomination and Remuneration Committee Policy
The Board on the recommendation of the Nomination & Remuneration Committee has
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is annexed as "Annexure I" to this report.
c. Stakeholdersf 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 2023 the composition of the Stakeholders Relationship
Committee of the Company was as follow:
| Name of the Member |
Designation |
Category |
| Mr. Sanjay Sood |
Chairman |
Independent, Non-Executive Director |
| Mrs. Roopal Sood |
Member |
Independent, Non-Executive Director |
| Mr. Madanlal Goyal |
Member |
Non-Executive Director |
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS
All Independent Directors of the 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.
DIRECTORSf 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.
ANNUAL RETURN.
Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form
MGT-7 for the Company for the financial year 2022-23 will be available on the Companys
website.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY
During the financial year under review, your Company had entered into related party
transactions which were on an arms length basis and in the ordinary course of business.
There were no material transactions with any related party as per the provisions of
Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 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 financial
statements forming part of this Annual Report.
The policy on related party transactions is available on the Companys website i.e.
www.ganonproducts.com
AUDITORS & THEIR REPORT
a) Statutory Auditor
M/s. R V Luharuka & Co LLP, Chartered Accountants (ICAI Firm Registration
105662W/W100174) were appointed 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 Board have proposed reappointment of the Statutory Auditors for a period of
5 (five) years.
The Statutory Auditors have issued their reports on Financial Statements for the
financial year ended 31st March 2023. 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 has appointed M/s. Akshay Sharma & Associates, Practicing Company Secretary
as Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for
the financial year ended 31st March 2023. The Secretarial Audit Report is
attached herewith marked as gAnnexure IIh and forms an integral part of
this report. c) Internal Auditor:
As per the provision of section 138 of the Companies Act, 2013, Internal Audit was
conducted by Internal Audit Team consisting senior officials of the Company.
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 entitys 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 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
There were no material changes and commitments affecting the financial position of the
Company have occurred between the period ended 31st March 2023 to which
financial 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 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. The COVID 19 pandemic situation has impacted lot
in 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 pandemic
situation.
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 2023, the Equity Share Capital is Rs. 9,33,10,000/- and Net
worth is Rs. 10,82,93,804/-. Hence separate report on Corporate Governance is not
applicable to the Company.
INSURANCE:
As on 31st March 2023 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 is 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 2023, 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:
| Particulars |
No. of Shares |
% of Total Capital |
| Held in Demat form with CDSL |
6954468 |
67.55 |
| Held in Demat form with NSDL |
2073932 |
29.20 |
| Held in physical mode |
302600 |
3.25 |
LISTING OF SHARES
The shares of your Company are listed on BSE Limited. The applicable Annual Listing
fees has been for financial year 2022-23 has been paid by the Company.
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 2022-2023
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. 8,50,000/- rupees per month and Rs. 1,02,00,000/-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
Details of Frauds reported by the Statutory Auditors under Section 143 (12) of the
Companies Act, 2013 during the Financial Year:
During the year under review, no frauds were reported by the Statutory Auditors,
requiring intimation under Section 143 (12) of the Companies Act, 2013, for the Company
and therefore no details are required to be disclosed under Section 134(3)(ca) of the
Companies Act, 2013.
Sweat Equity Shares issued during the Year:
The Company has not issued any Sweat Equity Shares during the Financial Year under
review.
There has not been any revision in the financial statements.
The Company, in the capacity of Financial Creditor, has not filed any applications with
National CompanyLaw Tribunal under the Insolvency and Bankruptcy Code, 2016 during the
financial year 2021-22 for recovery of outstanding loans against any customer being
Corporate Debtor.
The details of difference between amount of the valuation done at the time of one-time
settlement and thevaluation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof isnot applicable.
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.
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