DIRECTORS' REPORT To, The Members, Your Directors are pleased to present the Thirtieth Annual Report of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2015. OPERATING PERFORMANCE During the year ended March 31, 2015, your Company achieved a total income aggregating to Rs.1,51,27,16,737/-. The Expenses including employee costs amounted to Rs.1,51,10,23,548/-. After providing for Finance Charges and Taxation, the Company has earned a Net Profit of Rs.10,87,399/- which has been carried to the Balance Sheet. Business Review/State of the company's affairs Ganon Trading and Finance Company Limited is involved in trading activity of multiple product like iron steels, coal etc and our objective is to become one of the leading market share holder in one of the most competitive market in the world Over the past few year company has accumulated a srong and healthy market trust through the simple principle that we follow : EARN TRUST WITH BUSINESS Information on material changes and commitments There are no material changes or commitments affecting the financial position which have occurred between March 31, 2015 and September 3, 2015, being the date of this report. Reserves During the year under review, there is no transfer to reserves. Dividend Your Directors are pleased to recommend dividend for the financial year 2014-2015 on the Equity Shares of the Company of face value of Rs.10/- each at the rate of 0.05 paisa (i.e.0.50%) per Equity Share of the Company i.e. amounting to Rs 4,66,550/-. The dividend together with the tax on dividend, will absorb a sum of Rs.5,62,052/-. Subsidiary, Associate and Joint Ventures As on March 31, 2015, the Company had no subsidiary / joint ventures / associate companies. Directors and Key Managerial Personnel There was no change in Directorship during the year under review. Familarisation Programme The Company has formulated a Familiarisation Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company. The details of programmes for familiarization of Independent Directors with the Company are put up on the website of the Company under the web link http://www.ganontrading.com/investors.html#Corporate%20Policy Details of Board meetings During the year, the Board met 7 (Seven) times on April 28, 2014, May 30, 2014, July 09, 2014, August 14, 2014, September 04, 2014, November 13, 2014, January 09, 2015 and February 14, 2015. Directors' Responsibility Statement Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that: (a) In preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) Such accounting policies have been selected 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 as at March 31, 2015 and loss of the Company for the year ended on that date; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis; (e) The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; (f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively. Corporate Governance A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Company has complied with all mandatory requirements as prescribed under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited (BSE). Management Discussion and Analysis The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(VIII)(D) of the Listing Agreement with the Stock Exchange, is attached separately in this Annual Report. Depository System Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2015, 96.47% of the Equity Shares of the Company were in dematerialized form. Declaration by Independent Directors The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet the criteria of independence as prescribed under the Companies Act, 2013. Nomination and Remuneration policy The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is annexed at the end of the Corporate Governance Report. Extract of Annual Return Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretary (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 2 and forms an integral part of this report. The said Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. Particulars of Loans given, Investments made, Guarantees given and Securities provided The details of loans given, investments made, guarantees given and securities provided are given in the Notes to the Financial Statements. Conservation of energy, technology absorption, foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: (A) Conservation of energy: Not Applicable (B) Technology absorption: Not Applicable (C) Foreign exchange earnings and Outgo: The Company had no foreign exchange earnings and outgo during the financial year Risk Management The Company has formulated a Risk Management Policy. The Company through the Committee for Risk Management identifies, evaluates, analyses and prioritise risks in order to address and minimize such risks. This exercise facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board's review and necessary action. Vigil Mechanism / Whistle Blower Policy The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz . http://www.ganontrading.com/investors.html#Corporate%20Policy Board Evaluation: Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised the policy for performance evaluation of the Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of non-executive directors and executive directors. The evaluation of all the directors and Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee. Auditors During the year, members in their Extraordinary General Meeting held on February 05, 2015, granted its approval for appointment of M/s Ajay Shobha & Co., Chartered Accountants in place of M/s K.M. Tulsian & Associates to hold office until the conclusion of the ensuing Annual General Meeting. M/s Ajay Shobha & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. In terms of the Companies Act, 2013 ("the new Act") and the Rules framed thereunder, it is proposed to appoint them as auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting, until the conclusion of the fifth consecutive Annual General Meeting of the Company to be held in the Year 2020 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting). As required under the provisions of section 139(1) of the new Act, the Company has received a written consent from M/s. Ajay Shobha & Co., Chartered Accountants to their appointment, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and certifying that they satisfy the criteria provided in section 141 of the new Act. The Members are requested to elect Auditors as aforesaid and fix their remuneration. Auditors' Report As regards the observation made by the Auditors in their report under Basis for Qualified Opinion regarding provision for gratuity not being provided on accrual basis by the Company, the management is of the view that the liability for gratuity to employees has not accrued as five years have not been completed since their appointment. However, the Board of Directors seeks to take a legal opinion on this issue. Related Party Transactions The company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's weblink viz. http://www.ganontrading.com/ investors.html#Corporate%20Policy All Related Party Transactions are placed before the Audit Committee and also the Members/Board for their approval, wherever necessary. During the year there were no new Related Party Transactions. However, a NIL statement is annexed herewith as Annexure 3 in the prescribed form AOC-2. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Particulars of Employees A) Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Note: There has been no payment towards sitting fees to any Director for attending Board and Committee meetings. Notes: i) Median remuneration of employees of the Company during the financial year 2014-2015 was Rs 124,500 /-. ii) Median remuneration of employees of the Company during the financial year 2013-2014 was Rs NIl./-. In the financial year, there was a increase of 100% in the median remuneration of employees. The said increase is very much in line with performance of the company. iii) There were 1 Confirmed employees on the rolls of the Company as on March 31, 2015. iv) Relationship between average increase in remuneration and company performance- Average Remuneration increased during the year 2014-2015 by 100% whereas the company's PAT increase by 122%. v) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2015 was Rs.2.93cr/- (Rs 2.11cr/- as on 31st March 2014) b) Price Earning Ratio of the Company was 26.25 as at 31st March 2015 and was 45.2 as at 31st March 2014. vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 100% whereas the increase in the managerial remuneration for the same financial year was NIL vii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees. viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year was NIL ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees. B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided. Public Deposits During the year under review, the Company has not accepted any deposits from the public. Disclosures under Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 In accordance of the provisions of the Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints. ICC has not received any complaints during the financial year 2014-2015. Acknowledgements Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from the Insurance Regulatory and Development Authority, Insurance Companies, Banks, Financial Institutions and other Statutory / Regulatory authorities. Your Directors appreciate the support received from policy holders and intermediaries. Your Directors wish to place on record their sincere appreciation for the contribution, commitment and dedicated efforts put in by employees. For and on behalf of the Board Ganon Trading and Finance Company Limited Madanlal Goyal Director(DIN:00456394) Hari Prasad Agrawal Director (DIN:02476724) Date : September 04, 2015 Place: Mumbai |