Your Directors are pleased to present their 39th Annual Report of Ganon Products Limited together with the AuditedStatement of Accounts for the financial year ended 31st March 2024:
The summarized results of your Company are given in the table below
(Amount in Lakh)
Particulars
Financial year endedMarch 31, 2024
Financial year endedMarch 31, 2023
Total Income
2931.31
1409.28
Profit/(loss) before Interest,
70.00
51.36
Depreciation & Tax (EBITDA)
Finance Cost
53.04
49.38
Depreciation
-
Prior Period Expenses
Provision for Income Tax (including for
4.00
0.50
earlier years)
Net Profit/(Loss) After Tax
12.74
1.48
Profit/(Loss) brought forward fromprevious year
0.00
Less : Proposed Dividend
Less : Corporate Dividend Tax
Profit/(Loss) carried to Balance Sheet
During the year under review the revenue from the operation is Rs. 2790.36 Lakh and other income is Rs.140.95Lakh in comparison to Rs. 1274.02 Lakh revenue and other income of Rs. 135.26 Lakh in previous year.
Further Company has earned a net profit after tax of Rs. 12.74 Lakh in comparison to Rs. 1.48 Lakh in previous year.Directors are hopeful that the results will be more encouraging in the near future.
Ganon Products Limited is involved in trading activity of Multiple Commodities like Cotton, steels, Fabric, Thermalcoal etc. and we are looking forward to meet the rising demand of Cotton, Fabric, Coal, Steel, Metals domesticallyandinternationally. We procure the material from local Suppliers as well as from foreign suppliers and sale it in domesticmarket and international market.
Over the past few years, Company has accumulated a strong and healthy market trust through the simple principlethatwe follow: EARN TRUST WITH BUSINESS.
Your directors have not recommended any Dividend for the financial year ended 31st March 2024 in order topreserveresources in the Company.
As on 31st March 2024 Authorized Share Capital of the Company stood at Rs. 10,00,00,000/- (Rupees Ten CroresOnly) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each.
As on 31st March 2024 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 Sharesof Rs. 10/- (Rupees Ten Only) each.
The Accumulated Reserve of the Company is Rs. 163.76 Lakh as on 31st March 2024 inclusive of profit after tax of Rs.12.74 Lakh earned during the financial year 2023-24.
Pursuant to the provisions of the Companies Act, 2013 read with the Rules made thereunder and SEBI (ListingObligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performanceevaluation of its own performance, the directors individually as well as the evaluation of its various Committees.Thecriteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of thisreport.
During the year ended 31st March 2024 Six (6) Board Meetings were held by the Company on 15th April 2023,30th May2023, 14th August 2023, 07th September 2023, 09th November 2023, and 13th February 2023.
The Board of Directors of the Company is headed by a Non-Executive Chairman and consist of the following Directorsas on 31st March 2024 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. Roopal Sood
5.
Ms. Pooja Nirav Shah
Director
Mr. Ravindra Haribhau Gopale have been appointed as CFO of the Company w.e.f. 15th April 2023.Board Meeting held during Financial Year 2023-24
Dates on which the Board Meetings were held
Total Strength ofthe Board
No. of Directors Present
15 th April, 2023
5
30th May, 2023
14th August, 2023
07th September, 2023
09th November, 2023
13th February, 2024
The gap between any 2 (Two) meetings did not exceed 120 (One Hundred Twenty) days.
Presently Company has constituted three (3) Committees of the Board namely Audit Committee, Nomination andRemuneration Committee & Stakeholders' Relationship Committee. The detailed composition of various Committeesis elucidated below:
As on 31st March 2024 the composition of the Audit Committee of the Company was as follow:
Name of the Member
Designation
Chairman
Independent, Non-Executive Director
Member
The recommendations of the Audit Committee are always welcomed and accepted by the Board & all the stepsimpacting the financials of the Company are undertaken only after the consultation of the Audit Committee.
The Meeting(s) of the Audit Committee held on 30th May, 2023, 14th August, 2023, 09th November, 2023 and 13thFebruary,2024.
As on 31st March 2024 the composition of the Nomination and Remuneration Committee of the Company was asfollow:
The Meeting(s) of the Nomination and Remuneration Committee held on 15th April,2023 and 09th November, 2023.Nomination and Remuneration Committee Policy
The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selectionand appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is annexed as“Annexure I” to this report.
The said Committee oversees all the matters relating to Stakeholders' grievances/complaints and to review registeroftransfer for shares in physical mode. The role of the Committee is to consider & resolve securities holders' complaint.
As on 31st March 2024 the composition of the Stakeholder's Relationship Committee of the Company was as follow:
The Meeting of the Stakeholder's Relationship Committee held on 07th September, 2023.
The Meeting of the Independent Director held on 07th September, 2023.
All Independent Directors of the Company have individually and severally given a declaration pursuant to Section149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directorsrecorded its opinion that all Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of theSEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company affirm that:
in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed alongwithproper explanation relating to material departures;
the directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of thefinancial year and of the profit and loss of the company for that period;
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 anddetecting fraud andother irregularities;
the directors had prepared the annual accounts on a going concern basis;
the directors had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively and
the directors had devised proper systems to ensure compliance with the provisions of all applicable laws andthatsuch systems were adequate and operating effectively.
During the period under review, there was no change in the nature of business of the Company.
Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for the Company for thefinancial year 2023-24 will be available on the Company's website i.e. http://www.ganontrading.com/.
During the financial year under review, your Company had entered into related party transactions which were on anarm's length basis and in the ordinary course of business. There were no material transactions with any relatedpartyas 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 partytransactions 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 Company's website i.e. www.ganonproducts.com
M/s. R V Luharuka & Co LLP , Chartered Accountants (ICAI Firm Registration 105662W/W100174) were reappointedas Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 38th AnnualGeneral Meeting till the conclusion of 43rd Annual General Meeting of the Members of the Company, at a remunerationto be fixed by the Board of Directors every year in consultation with the auditors. The Board have proposedreappointment 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 31 st March2024. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in theAuditors' Report are self-explanatory and do not call for any further comments.
In compliance with the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment andRemuneration 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 theCompany for the financial year ended 31st March 2024. The Secretarial Audit Report is attached herewith marked as“Annexure IV” and forms an integral part of this report.
The provisions of section 138 of Companies Act, 2013 are applicable to the company and the company has notappointed the Internal Auditor even till date thereby non-complaint. The management has reported that the companyis in the process of complying with the same by taking the task on hand and taking necessary action to ensure itstimely compliance in future.
Risk Management is a risk-based approach to manage an enterprise, identifying events that may affect the entity andmanage risks to provide reasonable assurance regarding achievement of entity's objective. The risk managementprocess consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, riskmonitoring and documenting the new risks. The Company has laid a comprehensive Risk Assessment andMinimization 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 properlydefined framework. In the opinion of your Board, none of the risks which have been identified may threaten theexistence of the Company.
The Company has in place an adequate budgetary control system and internal financial controls with reference tofinancial 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 andcompleteness of the accounting records and the same are adequate for safeguarding of its assets and for preventionand detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policiesand procedures are also adequate for orderly and efficient conduct of business of the Company.
The Company has not accepted any deposit from the public and from its Member within the meaning of section 73ofthe Companies Act, 2013 and the rules made there under.
Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes tothe Financial Statements.
There were no material changes and commitments affecting the financial position of the Company have occurredbetween the period ended 31st March 2024 to which financial results relate and the date of the Report.
The provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, henceno such Committee has been formed. However, Company had always tried in its best possible ways to involve itselfin social development activities.
There are no significant and material orders passed by the Regulators/Courts which would impact the goingconcern status of the Company and its future operations.
The information, as required under SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is asunder:-
Ganon Products Limited is mainly engaged in TradingBusiness of Commodities more specifically in Cotton, Fabrics,Steel, Metal, Coal etc domestically and internationally. The Company is exploring various options to improve marginsof the Company, by having tight control on expenses & exploring various business activities. Despite various adversefactors we firmly believe that 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. We further believe the policy ofliberalization and forward-looking regulatory changes will help markets grow in size. While positive Governmentpolicies and regulatory changes do enlarge the scope of opportunities for all sector in which Company operate andcompanies, lack of or delay in reforms or certain regulatory changes can significantly impact the performance or makean existing business modelunviable. The growth in the all sector is very good and Management expects better resultsin forth coming year. The company is planning to venture into trading of other merchandise products through theexisting chain of Wholesellers and retailers.
The Global Economy including both developed and emerging countries is showing signs of growth with improvedmarket 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 yearon 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 stagnantperformance and is expected to grow in the coming years due to the various pragmatic initiatives of the IndianGovernment and expected revival of the Global Economy.
OPPORTUNITIES & THREATS
With the reform oriented and business friendly government at the center and India among the fastest developingeconomy of the world, the opportunities for the company appears to be endless. However the trading industry mayface the risk of imposition of a ban on import/export of a commodity by the government of any country, decrease inconsumer demand, price war among key competitors. The COVID 19 pandemic situation has impacted lot in thebusiness of the Company and further gradual reduction in the profit of the Company. Still the World / Country hasnot completely came out from the COVID 19 pandemic situation.
SEGMENT PERFORMANCE
The Company operates into single segment i.e. Trading Industry henceforth information in respect of SegmentPerformance does not applicable to the Company.
OUTLOOK:
With the global economy appearing to be on the path of revival and with the high-income economies showing signs offirm recovery after years of low growth and/or recession, the outlook for the International Trading Industry inparticular and Trading Industry in general appears to be bright. The stable and growth-oriented Government at theCenter and its initiatives like make-in-India, digitalization, GST Implementation in Indirect Tax Regime, ONE Tax ONEIndia will benefit the domestic economy. In view of the aforesaid the outlook of the Company also appears tobe bright.
RISKS AND CONCERNS:
These aspects have been mentioned under the Heading “Opportunities and Threats”.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an effective and reliable internal control system commensurate with the size of its operations. Atthe same time, it adheres to local statutory requirements for orderly and efficient conduct of business, safeguardingof assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records andtimely preparation of reliable financial information. The efficacy of the internal checks and control systems isvalidated by self-audits and internal as well as statutory auditors.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
Share Capital:
During the year under review, there is no change in the share capital of Company.
Reserves and Surplus:
The Reserve and Surplus of Company on Standalone Basis is Rs. 163.76 Lakh as on period ended on 31st March,2024.
Total Income:
The Company has earned total Income Rs. 12.74 Lakh on Standalone Basis as on period ended on 31st March,2024.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT. INCLUDINGNUMBER OF PEOPLE EMPLOYED:
Your Company follows a policy of building strong teams of talented professionals. People remain the mostvaluable asset of your Company. The Company recognizes people as its most valuable asset and the Companyhas kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize, nature and operations of the Company.
DETAILS OF SIGNIFICANT CHANGES fT.E. CHANGE OF 25% OR MORE AS COMPARED TO THEIMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS. ALONG WITH DETAILEDEXPLANATIONS THEREFOR, INCLUDING:
Numerator
Denominator
2023-24
2022-23
Remarks
Current
Ratio
Current Assets
Current Liabilties
0.06
0.12
Reduction in Current Assets asreduced the current Ratio
Debt-
Equity
Total Debt (Non Current &Currentborrowing
Shareholders Equity
0.64
0.21
The Debts Service Ratio hasinecreased due to increase in Debts
Debts
Service
Coverage
Earningavailble forDebts Service
Debts Service
0.018
0.009
Due to inecrease in Debts andreduction Profit
Return onEquity
Net Profitafter Tax
shareholder's equity
0.012
0.001
Increase in Net Profit
Inventory
Turnover
Revenue foroperation
Avg Inventory
NA
Trade
Receivable
turnover
Avg Receivable
48.96
68.71
Increase in Receivable
Payble
Avg Payble
2.06
1.63
Incease in Payble
Net Capital
Working Capital
-1.37
-1.80
Negative Working Capital
Net ProfitRatio
Net ProfitBefore Tax
0.006
Revenue from Operation increase
Return on
Capital
Employed
Earning
Before
Interest & Tax
Capital Employed
0.05
Return onInvestment
Income
Generated
from
Investment
Time Weighted avgInvestment
DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELYPREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF: -
The Return on Net Worth for F.Y. 2023-24 is 1096.86 Lakh and for F.Y. 2022-23 was 1082.93 Lakh. The reason forchange is on account of increase in profit incurred by the company in F.Y. 2023-24.
CAUTIONARY STATEMENT:
This report contains forward- looking statements based on the perceptions of the Company and the data andinformation available with the company. The company does not and cannot guarantee the accuracy of variousassumptions underlying such statements and they reflect Company's current views of the future events and aresubject to risks and uncertainties. Many factors like change in general economic conditions, amongst others,could cause actual results to be materially different.
CORPORATE GOVERNANCE
In terms of Regulation 15(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, theprovisions 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 CD and E of schedule V shall not be applicable in respect of companies having paid upequity share capital not exceeding Rs.10 crore and Net worth not exceeding Rs.25 crore as on thelast day of theprevious financial year.
As on 31st March 2024, the Equity Share Capital is Rs. 9,33,10,000/- and Net worth is Rs. 10,96,86,000/-. Henceseparate report on Corporate Governance is not applicable to the Company.
INSURANCE:
As on 31st March 2024 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) & CentralDepository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN is INE162L01017 hasbeen allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdingsin thedemat mode with their Depository Participant.
As on 31st March 2024, 97.15 % of the paid-up Equity Share Capital stands in Demat mode and the remaining 2.85%Equity Shares were held in physical mode, the details of which are as follows:
No. of Shares
% of Total Capital
Held in Demat form with CDSL
76,56,795
82.06
Held in Demat form with NSDL
14,07,805
15.09
Held in physical mode
2,66,400
2.85
LISTING OF SHARES
The shares of your Company are listed on BSE Limited. The applicable Annual Listing fees has been for financialyear2023-24 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, yourCompany has implemented a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. Thepolicy also provides for adequate safeguards against victimization of persons who use such mechanism and makesprovision for direct access to the 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 also available on the web-site of theCompany 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 2023-2024
No event of fraud was reported;
No complaint was reported under the Whistle Blower Policy;
No transaction of suspicious nature was noticed; and
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 Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given,as thereare 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) ofthe Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, are not applicable to theCompany 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 theCompany
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 HarassmentofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During theyearunder review, there were no cases filed or reported pursuant to the provisions of the said Act.
OTHER DISCLOSURE
During the year under review, no frauds were reported by the Statutory Auditors, requiring intimation under Section143 (12) of the Companies Act, 2013, for the Company and therefore no details are required to be disclosed underSection 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 Company LawTribunal under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24 for recovery ofoutstanding 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 the valuationdone while taking loan from the Banks or Financial Institutions along with the reasons thereof is not 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 regulatoryauthorities and thank to all stakeholders for their valuable sustained support and encouragement towards theconduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude toall the employees who have continued their support during the year.
DIN:00456394
Place: Mumbai
Date: 07th September, 2024
Registered & Corporate Office:
Office No. 304, 3rd Floor, Khodal Chamber, R.B. Mehta Road,
Ghatkopar EastMumbai 400077.
E-mail address: ganonproducts@gmail.com: ganontrading@gmail.comWebsite: www.ganonproducts.com