DIRECTOR'S REPORT To, The Members, The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2015. OPERATIONS : During the year under review, the Company has recorded Net losses of Rs.14,84,262/- for the year as compared to the profits of Rs. 38,071/- in the previous year. CAPITAL AND RESERVES : A) Capital : During the year under review, the Company has not issued any equity shares @ premium / discount. No bonus shares have been issued during the year. As on 31-032015, the Authorised share capital of the company is Rs.25 lacs and the paid-up share capital is Rs.24 lacs divided into 240000 equity shares of Rs.10/- each. B) Reserves: Total Reserves as on 31-03-2015 stands at Rs.127.02 lacs against Rs.141.93 lacs on 3103-2014. DIVIDEND In view of loss incurred by the company, your directors have not recommended any dividend for the year under review. DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules, 2014. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Shri Manish Khandelwal, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors. DIRECTORS: • Changes in Directors and Key Managerial Personnel : ^ During the year Shri Anil Bhenwal (DIN : 06730161] was appointed as an Additional Director w.e.f.28-10-2014 in the category of independent director who hold the office till the conclusion of this Annual General Meeting and being eligible offers himself for re-appointment. ^ During the year Designation of Smt.Lalitha Ranka (DIN : 01166049] was changed from Director to Managing Director w.e.f.01/11/2014 pursuant to Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 for a period of 5 (five] years on the terms and conditions as may be decided by the Board of Directors. ^ During the year pursuant to the provisions of Section 203 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, Shri Narendra Pratap Singh was appointed as Chief financial Officer of the company w.e.f.01-11-2014. • Statement of Declaration given by Independent Directors : All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6] of the Companies Act, 2013 and clause 49 of the Listing Agreement. • Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. • Remuneration Policy: The Board has, on the recommendation of the Appointment & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. • Meetings: A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 4 (Four] Board Meetings and 1 (One] meeting of each committees i.e.Audit Committee, Nomination & Remuneration Committee were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements. EXTRACT OF ANNUAL RETURN AS PER SEC 92 IN FORM MGT 9 The details forming part of extract of Annual Return in Form No. MGT 9 is enclosed in "Annexure I" AUDITORS & AUDIT REPORT The members of the Company had at its Annual General Meeting (AGM] held on September 27, 2014, appointed M/s. Chaturvedi Sohan & Co., Chartered Accountants, (Firm Registration No. 118424W], as the Statutory Auditors of the Company for a period of 5 (five] years, i.e. till the conclusion of 37th AGM, subject to ratification of their appointment by members at every AGM. The Company has received a certificate from the Statutory Auditors to the effect that ratification of their appointment, if made, shall be in compliance with the provisions Section 139 and 141 of the Companies Act, 2013. Accordingly, the Board proposes ratification of their appointment at the ensuing Annual General Meeting. The Notes of Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. SECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 the company has appointed Pankaj & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure- II". As required under section 204 (1] of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except the following: 1. Section 203 of the Companies Act, 2013 requires Appointment of Key Managerial Personnel (KMP] by the Company. As on 31st March, 2015 Key Managerial Personnel were not appointed by the Company but before signing the Report, Chief Financial Officer and Managing Director got appointed but the Company Secretary was not appointed till date. 2. Clause 41 (III] and Clause 41 (VI] of the Listing Agreement require Company to give advertisement in Newspaper for intimation of Board Meeting in which the financial results will be considered and approved along with the Publication of financial results in newspapers, which was not complied by the Company. 3. Rule 20 (3] (v] of Companies (Management and Administration] Rules, 2014 was not complied by the Company which requires the Company to publish the Notice of E-voting in at least one vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated. 4. Rule 10 of Companies (Management and Administration] Rules, 2014was not complied by the Company which requires every listed company to give advertisement for Closure of register of members in at least one vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least one in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated. However, the company would ensure in future that all the provisions are compiled to the fullest extent. PARTICULARS OF ENERGY CONSERVATION: The Company's operations are not energy intensive and as such involve low energy consumption. However adequate measures have been taken to conserve the consumption of energy. FOREIGN EXCHANGE EARNINGS AND OUT-GO : During the period under review there was no foreign exchange earnings or out flow. HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year. DIRECTOR RESPONSIBILITY STATEMENT In terms of Section 134 (5] of the Companies Act, 2013, the directors would like to state that: i] In the preparation of the annual accounts, the applicable accounting standards have been followed. ii] The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii] The directors have 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. iv] The directors have prepared the annual accounts on a going concern basis. v] The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi] The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. SUBSIDIARY COMPANIES: The Company does not have any subsidiary. VIGIL MECHANISM : The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.ganeshholdings.com The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization program for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programs/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments. The same has been posted on website of the Company viz; http://www.ganeshholdings.com CORPORATE GOVERNANCE The Company is making all efforts to comply with the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange. A Report on Corporate Governance forming part of directors' report is annexed herewith. ACKNOWLEDGEMENT Your Directors would like to express their appreciation for the assistance and co-operation received from employees at all levels performed their duties and responsibilities and for close received from them during the year. Your Directors also record their sincere appreciation of the continued support; assistance and co-operation extend by the Company's Bankers and also Shareholders of the Company who put their confidence in the company. FOR AND ON BEHALF OF THE BOARD (Lalitha Ranka) Chairperson & Managing Director DIN :01166049 Date : 7th September, 2015 Place : Mumbai |