Directors Report of Ganon Products Ltd.

Mar 31, 2015

The 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.

2. FINANCIAL PERFORMANCE:

The summarized results of your Company are given in the table below.

Amount in Rs.

For the year ended For the year ended Particulars March 31, 2015 March 31, 2014

Total Income 1,51,27,16,737 47,43,62,009

Profit/(loss) before Interest, Depreciation & 16,93,188 8,14,257 Tax (EBITDA)

Finance Charges 6,54,406 -

Depreciation - -

Provision for Income Tax (including for 3,67,000 1,56,000 earlier years)

MAT Credit Entitlement 2,26,568 1,68,976

Profit for the year 12,221 419

Net Profit/(Loss) After Tax 10,87,399 4,89,700

Profit/(Loss) brought forward from previous 1,00,76,288 1,00,23,260 year

Less : Proposed Dividend 4,66,550 3,73,240

Less : Corporate Dividend Tax 95,502 63,432

Profit/(Loss) carried to Balance Sheet 1,06,01,635 1,00,76,288

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.

Familiarization Programmed

The Company has formulated a Familiarization Programmed 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 programmers 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. The attendance of the Directors who attended the Board meetings are as follows:

Sr. No. Name of Director No. of Meetings attended

1. Mr. Madanlal Goyal 8

2. Mr. Dwarka Prasad Agrawal 8

3. Mr. Manish Tiwari 8

4. Mr. Hari Prasad Agrawal 8

Committees of Board

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sr. No. Name Chairman/Members

1. Mr. Dwarka Prasad Chairman Agrawal

2. Mr. Madanlal Goyal Member

3. Mr. Manish Tiwari Member

During the year, the Committee had met on May 30, 2014, July 09, 2014, August 14, 2014, November 13, 2014 and February 14, 2015.

a. Nomination & Remuneration Committee

Sr. No. Name Chairman/Members

1. Mr. Madanlal Goyal Chairman

2. Mr. Dwarka Prasad Member Agrawal

3. Mr. Manish Tiwari Member

c. Stakeholders Relationship Committee

Sr. No. Name Chairman /Members

1 Mr. Dwarka Prasad Chairman Agrawal

2 Mr. Manish Tiwari Member

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 there under, 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 priorities 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 there under, 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 there under 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-à-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:

Sr. Name of Director Remuneration % increase in Ratio of Comparison No / KMP and of Director / Remuneration remunerate of the Designation KMP for in the financial on of each Remuneration financial year year 2014-15 Director /

2014-15 to median against the (in Rs.) remunerate performance ion of of the employees Company

1 Mr Madan lal Goyal - Not Applicable Not Applicable

2 Mr Hari Prasad - Not Agarwal Applicable Not Applicable (Non Applicable Executive)

3 Mr Manish - Not Applicable Not Applicable (Independent Director

4 Mr Dwarka Prasad - Not Agarwal Applicable Not Applicable (In depend ent Director)

Name of the Director Comparision of the Remuneration of the KMP Against the performance of the company

Mr Madan lal Goyal Not Applicable Mr Hari Prasad Agarwal (Non ApplicableExecutive) Not Applicable

Mr Manish (IndependentDirector) Not Applicable

Mr Dwarka Prasad Agarwal (In depend ent Director) Not Applicable



Note: There has been no payment towards sitting fees to any Director for attending Board and Committee meetings.

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 Redressed) Act, 2013 In accordance of the provisions of the Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressed) 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 Hari Prasad Agrawal

Director Director

(DIN: 00456394) (DIN: 02476724)

Date : September 04, 2015

Place : Mumbai

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting Twenty Ninth Annual Report on the operations of the Company together with the Audited Statement ofAccounts for the financial year ended March 31,2014.

2. FINANCIAL PERFORMANCE:

(Amount in Rs.)

Particulars 2013-14 2012-13

Total Revenue 47,43,62,009 15,00,998

Profit before depreciation and tax 8,14,257 24,042

Less: Depreciation NIL NIL

Profit before Tax 8,14,257 24,042

Less: Income Tax 1,56,000 5,000

Deferred Tax NIL NIL

MAT Credit Entitlement 1,68,976 2,830

Profit for the year 419 NIL

Profit after Tax 4,89,700 16,212

Add : Balance brought forward from previous year 1,00,23,260 10,03,07,048

Less : Issue of Bonus Shares - 9,03,00,000

Less : Proposed Dividend 3,73,240 -

Less : Corporate Dividend Tax 63,432 -

Balance carried forward to Balance Sheet 1,00,76,288 1,00,23,260

OPERATING PERFORMANCE

During the year ended March 31, 2014, your Company achieved a Total Revenue aggregating to Rs.47,43,62,009/-. Total Expenses amounted to Rs.47,35,47,752/-. After providing for all the expenses including Taxation, the Company has earned a Net Profit of Rs.4,89,700/- which has been carried to the Balance Sheet.

DIVIDEND

Your Directors are pleased to recommend dividend for the financial year 2013-2014 on the Equity Shares of the Company of face value of Rs.10/- each at the rate of 0.004 paisa (i.e.0.40%) per Equity Share of the Company i.e. amounting to Rs 3,73,240/-. The dividend together with the tax on dividend, will absorb a sum of Rs.4,36,672/-.

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).

DIRECTORS

The Companies Act, 2013 provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective April 01,2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub section (13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Madanlal Goyal, Director retires at the ensuing Annual General Meeting.

The Company has received Notices in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing the candidatures of Mr. Manish Tiwari, Mr. Dwarka Prasad Agrawal for the office of Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors have approved 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 ended March 31,2014 and of the profit of the Company for that year;

(iii) that the Directors 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s K. M. Tulsian & Associates, 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 2019 (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. K. M. Tulsian & Associates, 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

For and on behalf of the Board of Directors For Ganon Trading and Finance Company Limited

Sd/- Sd/-

Madanlal Goyal Hari Prasad Agrawal

Director Director

Place: Mumbai

Date: September 04, 2014

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Mar 31, 2013

To Dear Shareholders,

The Directors have pleasure in presenting Twenty Eighth Annual Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS (Amount In Rs.)

Particulars 2012-13 2011-12

Revenue from Operation 15,00,998 3,10,60,053

Profit before depreciation and tax 24,042 2,98,98,702

Less: Depreciation NIL NIL

Profit before Tax 24,042 2,98,98,702

Less: Income Tax 5000 55,31,631

Deferred Tax NIL NIL

MAT Credit Entitlement 2,830 (23,80,556)

Profit after Tax 16,212 2,67,25,627

Add : Balance brought forward from previous year 10,03,07,048 7,35,81,421

Less : Issue of Bonus Shares 9,03,00,000 Nil

Balance carried forward to Balance Sheet 1,00,23,260 100,307,048

OPERATING PERFORMANCE

During the year ended March 31, 2013, your Company achieved a total income aggregating to Rs.15,00,098/-. The Expenses including employee costs amounted to Rs.14,76,956/-. After providing for Finance Charges and Taxation, the Company has earned a Net Profit of Rs. 16,212/- which has been carried to the Balance Sheet.

DIVIDEND

Considering the conservative Dividend Policy of the Company, your Directors have thought it prudent to conserve the resources for future for better future prospects of the Company.

INCREASED IN AUTHORIZED CAPITAL

The Company has increased its Authorized Share Capital to 10,00,00,000 ( Ten Crore Only) divided into 1,00,00,000 ( One Crore ) Equity Share of Rs 10 each from Rs. 40,00,000 divided into 4,00,000 equity shares of Rs.10/- each vide resolution passed at Annual General Meeting held on 29th September, 2012.and Article 5 of the Articles of Association of the Company have altered accordingly.

BONUS ISSUE

The Company made a bonus allotment of 90,30,000 fully paid equity as bonus shares of face value of 10/- each in ratio of 1:30 (i.e. 30 new fully paid-up Equity Shares of Rs.10/- each for every 1 Equity Share of Rs.10/- each held) to the existing shareholders vide the resolution passed in the Board Meeting held on October 18, 2012.

SCHEME OF AMALGAMATION

The Company has approved the composite Scheme of Amalgamation under section 391 to 394 of Companies Act, 1956 with SPG Multi Trade Private Limited, Archana Hitech Consultants Limited and Vandana Hitech Systems Limited with effect from 1st April 2012, being the Appointed Date and the share Exchange Ratio is final as 19:1:1 in the Board Meeting held on 1st February 2013. The Scheme is pending for approvals from various regulatory authorities.

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).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors have approved 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 ended 31st March, 2013 and of the profit of the Company for that year;

(iii) that the Directors 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

The Board proposes to re appoint M/s. K. M. Tulsian & Associates, Chartered Accountants as the Statutory Auditors of the Company. M/s K. M. Tulsian & Associates, Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate from that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

AUDITORS'' REPORT

Though there are no qualifications in the Auditors Report. However there is comment made by Auditor which have been highlighted in Para (iii) (b) viz unsecured loan granted to one party covered in the register maintained under section 301 of Companies Act ,1956 on call basis are interest free and hence to that extent it is prejudicial to interest of the company. Since the said loan was for short period of time therefore the provision for interest was not made. However loan will be received back in current financial year

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Dwarka Prasad Agrawal (Chairman), Mr. Madan Lal Goyal and Mr. Manish Tiwari, all being Non-Executive Directors Two of whom are Independent Directors and the Chairman is a Non Executive Independent Director. The Audit Committee met four times during the year under review.

MANAGEMENT DISCUSSION ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the 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, 2013, 93.22 % of the Equity Shares of the Company were in dematerialized form.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit from the public.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2013, none of the employee is in receipt of the remuneration exceeding the said Rules.

Conservation of Energy & Technological Absorption:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

ACKNOWLEDGMENT

The relationship of the Company with the employees at all the levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for achieving the targets set for the future.

The Board acknowledges the support and co-operation received from the Government, Bankers, Financial Institutions, Shareholders, suppliers, associates & sub-contractors and looks forward to their continued support.

For and on behalf of the Board of Directors

For Ganon Trading and Finance Company Limited

sd/- sd /-

Dwarkaprasad Agarwal Madanlal Goyal

Place: Mumbai Director Director

Date: September 04, 2013

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Fifth Annual Report alongwith Audited Accounts for the year ended 31st March, 2010

FINANCIAL HIGHLIGHTS :-

FOR THE YEAR PREVIOUS YEAR ENDED 31.03.2010 ENDED 31.03.2009 PARTICULARS (AMT. IN RS.) (AMT. IN RS.)

Profit before tax 53177662 969408

Provision For Tax

- Current Tax 8848543 NIL

- MAT Credit Entitlement 8845093 NIL

- MAT Credit Entitlement adj. for earlier year 4664 NIL

- Taxes paid for earlier year 12911 6070

Profit After Tax 53156636 963339

Balance Brought forward From Previous Year 20858997 19895658

Balance Carried Forward to Balance Sheet 74015633 20858997

DIVIDEND :-

The Directors do not recommend any dividend for the year under review.

DIRECTORS :-

Shri Radhakishan Damani retires by rotation and being eligible offers himself for re- appointment.

PARTICULARS OF EMPLOYEES :-

No employee of the Company was in receipt of remuneration in excess of the limits prescribed under the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :-

Your Company being a Investment Company the particulars required to be furnished in Form A doesnt apply. The Company has not adopted any Technology and Foreign Exchange Earnings and Outgo were Nil.

AUDITORS :-

M/s K K Khadaria & Co, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting. Their re-appointment is recommended to the members of the Company.

COMPLIANCE CERTIFICATE ;

A certificate received from a Practicing Company Secretary certifying the compliances under the Companies Act, 1956, is attached hereto.

DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm; that in preparation of the Annual Accounts, the applicable accounting standards issued by ICAI have been followed. Appropriate accounting policies have been selected and applied consistently, and have made judgement 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 31st March, 2010 and the Profit for the period 1st April, 2009 to 31st March, 2010. Proper and sufficient care has been taken 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 and the annual accounts have been prepared on a going concern basis.

For and on behalf of

Board of Directors

PLACE : MUMBAI

DATED : 29th May, 2010 DIRECTORS

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Mar 31, 2009

The Directors have pleasure in presenting their Twenty Fourth Annual Report alongwith Audited Accounts for the year ended 31 st March, 2009

FINANCIAL HIGHLIGHTS :-

FOR THE YEAR PREVIOUS YEAR

ENDED 31.03.2009 ENDED 31.03.2008

PARTICULARS (AMT. IN RS.) (AMT. IN RS.)

Profit before tax 969409 891440

Provision For Tax

- Current Tax NIL NIL

- Fringe Benefit Tax NIL 205

- Tax paid for earlier year 6070 17638

Profit After Tax 963339 873596

Balance Brought forward From Previous Year 19895658 19022062

Balance Carried Forward to Balance Sheet 20858997 19895658

DIVIDEND :-

The Directors do not recommend any dividend for the year under review.

DIRECTORS :-

Shri G.S. Damani retires by rotation and being eligible offers himself for re-appointment.

PARTICULARS OF EMPLOYEES :-

No employee of the Company was in receipt of remuneration in excess of the limits • prescribed under the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :-

Your Company being a Investment Company the particulars required to be furnished in Form A doesnt apply. The Company has not adopted any Technology and Foreign Exchange Earnings and Outgo were Nil.

AUDITORS :-

M/s K K Khadaria & Co, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting. Their re-appointment is recommended to the members of the Company.

COMPLIANCE CERTIFICATE :

A certificate received from a Practicing Company Secretary certifying the compliances under the Companies Act, 1956, is attached hereto.

DIRECTORS RESPONSIBILITY STATEMENT :-

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm, that in preparation of. the Annual Accounts, the applicable accounting standards issued by ICAI have been followed. Appropriate accounting policies have been selected and applied consistently, and have made judgement 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 31st March, 2009 and the Profit for the period 1st April, 2008 to 31st March, 2009. Proper and sufficient care has been taken 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 and the annual accounts have been prepared on a going concern basis.

For and on behalf of Board of Directors PLACE : MUMBAI DIRECTORS

DATED : 24th August, 2009

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Mar 31, 2007

The Directors have pleasure in presenting the Annua! Report on the operations of the Company, together with the audited accounts for the year ended 31st March 2007.

1. FINANCIAL HIGHLIGHTS

(Amount in Rs.)

2006-07 2005-06

Sales and other Income 9663608 2559323

Profit before Tax and Prior Period Items 9609149 2431883

Prior Period Expenses 8265 NIL

Provision for Tax 759938 18559

Profit after Tax 8840946 2413324

Balance Brought forward from previous year 10181117 7767793

Balance Carried to Balance Sheet 19022062 10181117

2. OPERATIONS & EXPANSIONS

The Company has shown progress during the financial year 2006-07. The net profit after tax has been increased from Rs. 2413324 to Rs. 8840946 during the year. It is mainly on account of decrease in administrative and other expenses and increase in sales and other income.

3. DIVIDENDS

With a view to conserve resources of the Company for future growth, your Directors regrets their inability too declare any dividend for the financial year end 31st March, 2007.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Article of Association, Mrs. ShriKantadevi Damani retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956 your Directors confirm the following:

A) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

B) that the Directors 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 the state of affairs of the Company as at 31st March 2007 and of the profit of the Company for that period ;

C) that the Directors 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 the Directors had prepared the annual accounts on a going concern basis.

6. AUDITORS

M/s. K K Khadaria & Co., Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

7. AUDITORS REPORT

The observations made by the Auditors in their report read with the relevant notes as given in the Notes of Accounts for the year ended 31st March, 2007 are self explanatory and therefore do not call for any further comments under section 217 (3) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the fact that Company is not a manufacturing Company, the director have nothing to report pursuant to section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988

9. FIXED DEPOSITS

The Company has not accepted or renewed any deposits from public during the year under review.

10. ACKNOWLEDGEMENTS

You Directors take this opportunity to express their gratitude for the continued support and co-operation received from the Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board of Directors wishes to express its appreciation to all the employees of the company for their outstanding contribution to the operation of the company during the year.

By order of the Board of Directors

GANON TRADING AND FINANCE COMPANY LTD.

Place: Mumbai Gopikishan Damani Radhakishan Damani Dated: 23rd August, 2007 Director Director