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Directors Report of Ganesh Holding Ltd.

Mar 31, 2014

Dear Members,

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31,2014.

FINANCIAL RESULTS

The salient features of the Company''s financial results for the year under review are summarized below:

For the year For the year Ended Ended Particulars 31/03/2014 31/03/2013 (Amount in Rs.) (Amount InRs.)

Profit/(Loss) before taxation 62,200 584,279

Less: Provision for Taxation 19,220 183,000

Less:-Earlier year Tax Adjustment 4,909 -

Profit for the year 38,071 401,279

Add : Balance brought forward 10,948,469 10,627,446

Less : Amount transferred to Reserve Fund u/s 45IC(1) 7,614 80,256

Balance carried to Balance Sheet 109,78,926 109,48,469

CAPITAL AND FINANCE :

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 31-03-2014, 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 31-03-2014 stands at Rs.141.93 lacs against Rs. 141.55 lacs on 31-03- 2013,

DIVIDEND

To Conserve the Resources and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

DIRECTORS

The Company has received declaration from all the directors along with their interest in other companies as required under Section 184 of the Companies Act, 2013.

Prior to coming into force of Section 149 of the Companies Act, 2013, two of the Company''s Directors Shri N.K.Jain (DIN : 00456960) and Shri Rudra Pratap Singh (DIN : 05290910) were appointed as Independent Directors. Now pursuant to the coming into force of Section 149 of the Companies Act, 2013., from April 1st 2014, the Company has re-assessed the status of it''s Directors with a view to determining their qualifying for classification as independent director in terms of Section 149(6) of Companies Act, 2013. Accordingly the Company has received declarations from both the independent directors of the company confirming that they meet the criteria of independent directors and resolutions for their appointment as independent directors are being placed for the approval of the shareholders at the ensuing Annual General Meeting.

RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, with respect to Directors Responsibility statement, it is hereby confirmed that:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have 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.

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

AUDITORS & AUDIT REPORT

M/s Chaturvedi & Sohan, Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. M/s. Chaturvedi & Sohan have given written consent and certificate as are required in terms of Section 139 (1) of the Companies Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The members are requested to consider their appointment for a period from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s sixth 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.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

MATERIAL DEVELOPMENT

No Material changes have been taken place subsequent to the date of closing of Books to the date of signing of the report.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Practicing Company Secretaries, Mumbai.

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



Place : Mumbai (N.K.Jain) Dated : 29-07-2014 Director DIN 00456960


Mar 31, 2012

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

The salient features of the Company's financial results for the year under review are summarized below: For the year For the year Ended Ended Particulars 31/03/2012 31/03/2011 (Amount in Rs.) (Amount in Rs.)

Profit/(Loss) before taxation 506703 999476

Less: Provision for Taxation 100000 320000

Less :- Earlier Year tax adjustment 2614 2423

Profit for the year 404089 677053

Add : Balance brought forward 10223357 9546304

Balance carried to Balance Sheet 10627446 10223357

These Financials were approved in Board Meeting held on 17.05.2012

DIVIDEND

To Conserve the Resources and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

DIRECTORS

In accordance with the provisions of the Section 260 of the Companies Act, 1956, the Board of Directors of the Company, in its Meeting held on 01.06.2012 has appointed Shri R. P. Singh as an additional Director on the Board of the Company.

The Company has received notice under Section 257 of the companies Act, 1956, from member proposing the candidatures of Shri R. P. Singh as Directors of the Company. Requisite approval for his appointment as Directors of the Company have been sought at the ensuing Annual General Meeting and the Board recommends his appointment for the consideration of the members of the company.

Additional director is not disqualified for being appointed as directors of the company, as specified in Section 274(1) (g) of the companies Act, 1956.

Further Smt. Meena Ranka has resigned from the Board of Directors of the Company and her resignation from Directorship was approved and accepted by the Company. The Board places on record its appreciation for her guidance during the tenures as Director of the Company.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the Company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s. Karnavat & Co., Chartered Accountants, Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Practicing Company Secretaries, Mumbai.

RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

FOR AND ON BEHALF OF THE BOARD

(N. K. Jain) DIRECTOR

Place: Mumbai Dated: 01-09-2012


Mar 31, 2010

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The salient features of the Companys financial results for the year under review are summarized below :

For the year For the year Particulars Ended Ended 31/03/2010 31/03/2009 (Amount in Rs.) (Amount in Rs.)

ProfiV(Loss) before taxation 1242801 1669894 Less: Provision for Taxation 321000 171700 Less:- Income tax Demand 1445 3112 Less : - Excess Provision of Income Tax written back (328) Profitfor the year 920684 1495082 Add: Balance brought forward 8625620 7130538 Balance carried to Balance Sheet 9546304 8625620

DIVIDEND

To Conserve the Resources and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnavat & Co., Chartered Accountants, Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from M/s. Alka Modi & Associates, Company Secretaries, Mumbai.

RESPONSIBILITY STATEMENT

Your Directors confirm :

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

By order of the Board Sd/- (J. P. Khandelwal) DIRECTOR Dated : 12-08-2010 Place : Mumbai

 
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