Ganesh Films India Ltd Directors Report.

To,

The Members,

GANESH FILMS INDIA LIMITED,

Dear Shareholders,

Your directors have pleasure in presenting herewith the 2nd Annual Report along with its Audited Financial Statements for the year ended on 31st March, 2020 of your Company.

SUMMARISED FINANCIAL RESULTS:

The Financial performance of the company during the year is as under:

(Rupees in Lakhs)

Particulars Year ended March 31, 2020 Year Ended March 31, 2019
Income
Revenue from operations 203.50 448.87
Other income 0.16 0.00
Total Revenue 203.66 448.87
Expenses 269.65 428.14
Total expenses 269.65 428.14
Profit before exceptional and extraordinary items and tax (65.99) 20.73
Exceptional items 0.00 0.00
Profit before extraordinary items and tax (65.99) 20.73
Extraordinary items 0.00 0.00
Profit before tax (65.99) 20.73
Tax expense:
Current Tax - 4.74
Deferred Tax (5.30) 5.30
Profit for the period (60.70) 10.69
Earnings per equity share:
Basic (2.02) 0.43

OPERATIONAL OVERVIEW:

In this year of the Company, the Turnover stood at Rs. 203.50 Lakhs. The Company continues to operate only in one segment i.e., Distribution of South Indian language films including Malayalam language and there is no change in the nature of the Business of the Company. The Company has Net Loss for the year is Rs. 60.70 Lakhs.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements are available on www.ganeshfilms.com. These documents will also be available for inspection during working hours at the registered office of your Company. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

DIVIDEND:

Your Directors has not recommended any dividend during the year under review.

RESERVE:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of loss for the year under the review has been carried to the profit and loss account.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:

The company does not have holding or subsidiary companies during the year and no other company has become holding / subsidiary/ joint venture during the year.

SHARE CAPITAL STRUCTURE:

The Issued, Subscribed and Paid-up Equity Share Capital as at March 31, 2020 stood at Rs.3,00,76,840/- (Rupees Three Crore Seventy-Six Thousand Eight Hundred Forty only). Further, the Company has not issued any shares during the year under review.

During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

MEETINGS OF THE BOARD:

The Board met Six times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PUBLIC DEPOSIT:

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT:

In conformity with provision of Regulation 34of SEBI (LODR), Regulations 2015, the required disclosures for the year ended 31.03.2020 are annexed hereto. The equity shares of the Company are listed on the BSE Ltd on SME platform.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD DIVERSITY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.

BOARD EVALUATION:

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Boards own performance, its committee & Individual directors.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, Code of conduct etc. In addition, the Chairman was also evaluated on the key aspect of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, there is no change in directors of the Company. However Ms. Drashti Solanki was appointed on November 14, 2019 as Company Secretary & Compliance Officer in place of Mr. Vijay Thakkar who resigned from the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of section 134 Clause (c) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2019-20, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2020, the applicable accounting standards have been followed;

b) 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 at the end of the financial year and profit and loss account of the Company for that period;

c) 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;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPOINTMENT OF DIRECTORS AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of your Company. The NRC reviews and meets potential candidates, prior to recommending their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee. The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the SEBI Listing Regulations, 2015 as stated under:

 

Independence: A Director will be considered as an Independent Director if he / she meets with the criteria for ‘Independence as laid down in the Act, Regulation 16 of the SEBI Listing Regulations and the Governance Guidelines.

 

Competency: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board comprises a mix of members with different educational qualifications, knowledge and who possess adequate experience in banking and finance, accounting and taxation, economics, legal and regulatory matters, consumer industry, hospitality sector and other disciplines related to the companys businesses.

 

Additional Positive Attributes:

• The Directors should not have any other pecuniary relationship with your Company, its subsidiaries, associates or joint ventures and the Companys promoters, except as provided under law.

• The Directors should maintain an arms length relationship between themselves and the employees of the Company, as also with the directors and employees of its subsidiaries, associates, joint ventures, promoters and stakeholders for whom the relationship with these entities is material.

• The Directors should not be the subject of proved allegations of illegal or unethical behavior, in their private or professional lives.

• The Directors should have the ability to devote sufficient time to the affairs of your Company.

REMUNERATION POLICY:

Your Company had adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations.The key principles governing your Companys Remuneration Policy are as follows:

 

Remuneration to Managing Director ^/ Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

 

Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share-based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

 

Remuneration to Key Managerial Personnel, Senior Management and other employees:

The remuneration to Key Managerial Personnel, Senior Management and other employee shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

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

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and Foreign Exchange earnings / outgo are separately provided in the annexure to the Directors Report as Annexure -1.

HEALTH, SAFETY AND ENVIRONMENT:

Safety and occupational health responsibilities are integral to your Companys business process. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiatives and communications enhancing safety in the work place. Apart from safety initiatives, your Company is also focusing on environment protection policy.

The Company has obtained necessary approvals from concerned Government Department / Pollution Control Board.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure in this regard is annexure to the Directors Report as Annexure- 2.

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arms length basis. The details of materially significant transactions with related parties during the financial year are provided which is annexed in Annexure AOC-2.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013:

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

AUDITORS:

 

Secretarial A uditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s Vishal Thawani & Associates., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2019-20. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - 3. The Secretarial Auditor Report contain following qualification, reservation or adverse remark:

 

Audit Qualification:

Details of Audit Qualification:

The Director has not repaid excess remuneration to the Company which was drawn in previous year 2018-19, i,e, the excess remuneration then prescribed limit under Section 197 of Companies Act, 2013.

 

Directors comment on the impact:

The director will adjust the excess of the remuneration paid in the next financial year.

 

Statutory A uditors:

M/s. JMR & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No. 127308W) an Auditors firm was appointed as Statutory auditors of the company, for a term of five consecutive years, at the Annual General Meeting held on September 30, 2019. They have confirmed that they are not disqualified from continuing as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Notes on Financial statement referred to in the Auditors report are self - explanatory. The Auditors Report contain following qualification, reservation or adverse remark:

 

Audit Qualification:

Details of Audit Qualification:

The balances of trade receivables, trade payables, loans and advances are subject to confirmations, reconciliation and consequential adjustments, if any.

 

Directors comment on the impact:

Effective steps are being initiated to obtain the confirmations as mentioned by the auditors.

EXTRACT OF ANNUAL RETURN:

In compliance with Section 134(3)(a) of the Act, an extract of Annual Return in form MGT-9 is appended to this report as Annexure - 4.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and perceptions on existing business, future outlook of the industry, future expansion anddiversification plans of the Company and future course of action for the development of the Company are fully explained separatelyAnnexure -5.

CORPORATE GOVERNANCE:

As required by the SEBI Listing Regulations the report on Corporate Governance as well as the Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 201920. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under the Listing Regulations. The abovementioned Corporate Governance Report is annexed to this Report as Annexure -6.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.

INTERNAL CONTROL SYSTEM:

Your Company has in place an adequate system of internal controls. The effectiveness of internal controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by management and Audit Committee of the Company from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

The focus of these reviews is as follows:

• Identify weaknesses and areas of improvement

• Compliance with defined policies and processes

• Safeguarding of tangible and intangible assets

• Management of business and operational risks

• Compliance with applicable statutes

RISK MANAGEMENT:

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The net profit for the previous year ended 31st March 2019 does not exceeds Rupees Five Crores. Therefore, Section 135 of the Companies Act, 2013 does not apply in the financial year 2019-20.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the "Policy on Prevention of Sexual Harassment at the Workplace" in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During the year under review; no complaints were received by the Committee for Redressal.

MATERIAL CHANGES AND COMMITMENTS:

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 and the date of this Report.

GREEN INITIATIVE:

As the Act permits paperless compliances and as a measure of green initiative, we appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

APPRECIATION:

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions, Banks and ARCs during the year. Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. Directors would also like to acknowledge continued patronage extended by Companys shareholders in its entire endeavor.

On behalf of the Board of Directors, On behalf of the Board of Directors,
For Ganesh Films India Limited For Ganesh Films India Limited
Sd/- Sd/-
NambiRajan Yadav Jayalakshmi Nambirajan Yadav
Chairman & Managing Director Director
DIN:06533729 DIN:08104125
Place: Mumbai Place: Mumbai
Date: July 31, 2020 Date: July31, 2020