ganga pharmaceuticals ltd Directors report

Dear Members,

Ganga Pharmaceuticals Limited Virar, Palghar

Your Directors have the immense pleasure to present the 34th (Thirty Fourth) Board Report on the business and operations of the Company and the accounts for the financial year ended March 31,2023.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2023 is summarized below:

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Total Income	288.45	274.76
Less: Expenditure	283.14	269.64
Profit/(loss) before Tax	5.31	5.12
Tax Expense (including Previous Year Tax Adjustment)	1.38	1.33
Profit/(Loss) after tax	3.93	3.79

2. OPERATIONS / STATE OF COMPANYS AFFAIRS

During the financial year 2022-23, gross revenue was at Rs. 288.45lacs as against Rs. 274.76lac and during financial year 2021-22. During the financial year, the Company earned a profit of Rs. 3.93lacs as against profit of Rs. 3.79lacsin financial year 2021-22.

3. NATURE OF BUSINESS

The Company is engaged in the business of manufacturing & trading in Pharmaceuticals & allied products (Ayurveda) and there was no change in the nature of the business of the Company during the year under review.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 31, 2023.

5. SHARE CAPITAL

The authorised share capital of the Company is Rs. 55,000,000 (Rupees Five crores Fifty Lakh only) comprising 55, 00,000 equity shares of face value of Rs. 10/- each. The paid-up equity share capital as at March 31, 2023 stood at Rs. 40,615,000 (Rupees Four crores six lac and fifteen thousand only).

There was no change in the share capital of the Company during the financial year ended on March 31, 2023.The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has no Subsidiary or Associate or Joint Venture Company during the financial year and as on March 31, 2023.

7. CONSOLIDATED FINANCIAL STATEMENT

The Company was not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-for the financial year ended on March 31, 2023.

8. CORPORATE GOVERNANCE REPORT

The Company being listed on SME segment of BSE Limited having net worth of Rs. 5.45 crore only. Therefore, Corporate Governance Report, as required under schedule V of the SEBI (Listing obligations and Disclosure Requirement) Regulations, are not applicable to the Company.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at www.ayurvedganga.com. under Investor relations tab.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Interms of the provision of section1 52 of the Companies Act, 2013 and of Articles of Association of the Company, Mrs. Srijna Sharma (DIN: 00078169),Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

• All Independent Directors have furnished the declaration to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Brief profiles of the Directors seeking appointment/ re-appointment have been given as an annexure to the Notice of the ensuing AGM.

• As on March 31, 2023 the following persons were the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed there under:

Mr. Bharat Brijmohan Sharma :	Managing Director & CEO
Mr. Anagh Bharat Sharma :	Chief Financial Officer
Ms. Priti Kothari Bhaiya :	Company Secretary & Compliance Officer

11. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company. The Board of Directors of your Company met 5(five) times during the financial year 2022-23. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

12. BOARD OF DIRECTORS AND COMMITTEES THERE OF i. Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of Directors ("the Board"). The Board of the Company is composed of individuals from diverse fields. The Board of the Company is composed of Executive, Non-Executive and IndependentDirectors.

The composition of the Board also complies with the provisions of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulations, 2015 As on March 31, 2023, the strength of the Board of Directors of the Company was at FiveDirectors comprising of Two Executive, One Non-Executive Chairman and Two Non-Executive Independent Directors. More than 1/3 the Board comprised of Independent Directors. The details of the Board of Directors as on March 31, 2023 are given below:

			No. of Directorships / Committee Memberships/ Chairmanships
Name of the Director	Designation	Date of Joining	Public Limited Companies (including this	Private Limited and Section 8 Companies	Committee Memberships	Committee Chairman Ships
Mr. Bharat B. Sharma	Managing Director	11.09.89	01	Nil	01	Nil
Ms. Srijna B. Sharma	Whole-Time Director	01.04.12	01	Nil	01	Nil
Mr. Sanjay Kulkarni	Non - Executive Director, Chairman	01.04.12	01	Nil	Nil	Nil
Mr. Sachin C. Chavan	Independent Director	17.05.13	01	01	02	Nil
Mr. Chetan B. Patel	Independent Director	17.05.13	01	Nil	02	01

As on March 31, 2023, Mr. Bharat B. Sharma and Mrs. Srijna Sharma, holding 1,227,785 and 241,905 equity shares of the Company respectively. Brijmohan C. Sharma HUF,Mrs. Savitri Sharma,Mr. Anagh B Sharma and Bharat Brijmohan Sharma HUF, relatives of the Directors holding 349,500, 228,800, 260,000 and 190,000 equity shares of the Company respectively. Except above, no other Director or their relative hold shares of the Company.

ii. Board Meetings

The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee meetings is circulated to the Directors well in advance to enable them to plan their schedules and to ensure their meaningful participation in the meetings.

During the financial year under review, 05 (Five) Board meetings were held on May 25, 2022, August 22, 2022, November 11, 2022, January 28, 2023 and March 30, 2023. The gap between two Board meetings was in compliance with the provisions of the Act and the SEBI (LODR) Regulations, 2015. Details of Directors as on March 31, 2023 and their attendance at the Board meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2023 are given below:

Name of the Director	Category	No. of the Meeting held	No of the Meeting held	Attended at AGM
Mr. Bharat B. Sharma	Managing Director	5	5	Yes
Ms. Srijna B. Sharma	Whole-Time Director	5	5	Yes
Mr. Sanjay V. Kulkarni	Non-ExecutiveDirector	5	5	Yes
Mr. Sachin C. Chavan	Independent Director	5	5	Yes
Mr. Chetan B. Patel	Independent Director	5	5	Yes

iii. Audit Committee

The Audit Committee in terms of the provisions of section 177 of the Companies Act, 2013 comprising of Mr. Chetan B. Patel, Mr. Sachin C. Chavan and Mr. Bharat B. Sharma.

Mr. Chetan B. Patel, Independent Director is the Chairman of the Audit Committee.

During the financial year ended on March 31, 2023, 4 (four) meeting of the Audit Committee were held on May 25, 2022, August 22, 2022, November 11, 2022, and March 30, 2023 which was attended by all the members of the Committee.

iv. Nomination and Remuneration Committee

As on March 31, 2023 the Nomination and Remuneration Committee in terms of the provisions of section 178 of the Companies Act, 2013 comprising of Mr. Sachin C. Chavan and Mr. Chetan B. Patel and Mr. Sanjay V Kulkarni.

Mr. Sachin C. Chavan, Independent Director, is the Chairman of the Nomination and Remuneration Committee.

During the financial year ended on March 31, 2023, Two (2) meeting of the Nomination and Remuneration Committee were held on August 22, 2022 and March 30, 2023.

v. Stakeholders Relationship Committee

As on March 31, 2023 the Stakeholders Relationship Committee in terms of the provisions of section 178 of the Companies Act, 2013 comprising of Mr. Chetan B. Patel and Mrs. Srijna Sharma and Mr. Sanjay V Kulkarni.

Mr. Sanjay V. Kulkarni is the Chairman of the Stakeholders Relationship Committee.

During the financial year ended on March 31, 2023, 4 (Four) meeting of the Stakeholders Relationship Committee were held on May 25, 2022, August 22, 2022, November 11, 2022, and March 30, 2023 which was attended by all the members of the Committee.

13. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL

PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Companys website and can be accessed by weblink (www.ayurvedganga.com)

14. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the familiarization program is also available on the website of the Company and can be accessed by weblink (www.ayurvedganga.com)

15. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE

(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

16. INDEPENDENT DIRECTORS MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of Management.

During the year under review, Independent Directors met separately on January 28, 2023, inter-alia, for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

17. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Companys website and can be accessed by weblink (www.ayurvedganga.com)

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYCOMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements for the financial year ended on March 2023.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink (www.ayurvedganga.com)

20. RELATEDPARTY TRANSACTIONS AND POLICY

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

Transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed as Annexure – 1

The Related Party Transactions Policy in line with the requirements of Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed by weblink (www.ayurvedganga.com.)

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company andits future operations.

22. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END

OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that; i. that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. 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, 2023 and of the profit of the Company for the year ended on that date; 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. that 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; and vi. that 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.

24. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s Banka & Banka Chartered Accountants (FRN 100979W) were appointed as Statutory Auditors of the Company at the 33rd AGM held on September 24, 2022 for the term of Five years i.e.; from the conclusion of 33rdAnnual General Meeting till the conclusion of 38thAnnual General Meeting to be held in 2027. As required under Section 139 of the Act, the Company has obtained certificate from them to the effect that their continued appointment, would be in accordance with the conditions prescribed under the Act and the Rules made there under, as may be applicable.

The Auditors Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark.

25. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made there under.

26. REPORTING COST AUDIT AND COST RECORDS

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23 and the same was conducted by them in accordance with the provisions of Section 204 of the Act. The Secretarial Auditors Report is attached to this Annual Report at Annexure -2

The Secretarial Auditors observations are self-explanatory.

28. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that: • assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorised, recorded and reported correctly. • financial and other data are reliable for preparing financial information. • other data are appropriate for maintainingaccountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

31. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

32. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2022-23, no case of Sexual Harassment was reported.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the financial year under review.

34. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations for increased safety and reduction of human error element. Enhanced level of training on Process and Behavior based safety, adoption of safe and environmentally friendly production process. Management System is done on a continuous basis.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

35. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year under review.

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

The information relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section134 (3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.

37. PUBLIC DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

38. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure -3 & 4 to this report.

39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

40. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of this Annual Report for the financial year ended March 31, 2023.

41. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

42. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

43. SECTION DISCLOSURES UNDER 134(3) (l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

44. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Companys shares are listed with SME Segment of BSE Ltd. Your Company has paid the annual listing fees and there are no arrears.

45. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Companys valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development