ganesh films india ltd share price Directors report

The Members of

Ganesh Films India Limited

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Your Directors have pleasure in presenting the 5 Directors Report of your

Company together with the Audited Financial Statements along with

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Auditors Report for the Financial Year ended 31 March, 2023.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

(a) Financial Highlights and Operational Overview

(Amount in Rupees)

	Current year	Previous Year
Particulars
	(2022-23)	(2021-22)
Total Income	7,29,800.90	14,22,164.99
Total Expenses	(2,21,87,693.63)	(96,51,006.92)
Profit/ (Loss) Before Exceptional Item	(2,14,57,892.73)	(82,28,841.93)
Exceptional Item	-	(14,71,561)
Profit Before Tax	(2,14,57,892.73)	(67,57,280.93)
Tax Expenses
Current Tax	Nil	Nil
Deferred Tax	Nil	Nil
Profit/(Loss) after Tax	(2,14,57,892.73)	(67,57,280.93)
Net Profit Transferred to General Reserves	Nil	Nil
Earnings per share (Rs.)
Basic	(7.13)	(2.25)
Diluted	(7.13)	(2.25)

During the year, your Company recorded Total Income of 7,29,800.90/- (previous year 14,22,164.99/-). The Company continues to operate only in one segment i.e, Distribution of South Indian language films including Malayam language and there is no change in the nature of the business of the Company. After all the financial adjustments, the company has suffered a net loss after tax

of 2,14,57,892.73/-.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements are available on the website of the company i.e, www.ganeshfilms.com. These documents are 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.

(b) Capital Structure

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The Authorized Share Capital as at 31 March, 2023 stood at 3,50,00,000/- (Rupees Three Crore Fifty Lacs only) divided into 35,00,000 (Thirty Five Lacs ) equity shares of Rs. 10 (Ten) each and the paid up Equity Share Capital as at March 31, 2023 stood at

3,00,76,840 /- (Rupees Three Crore Seventy Six Thousand Eight Hundred Forty Only) divided into 30,07,684 (Thirty Lacs Seven Thousand Six Hundred Eighty Four) equity shares of Rs. 10 (Ten) each. During the year under review, no changes were reported.

(c) Transfer to Reserves in Terms of Section 134 (3) (J) of the Companies Act, 2013

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For the Financial Year ended 31 March, 2023, the Company has

not proposed to carry any amount to the General Reserve Account.

(d) Dividend

In view of the planned business growth, your directors deem it

proper to preserve the resources of the Company for its activities

and therefore, do not propose any dividend for the Financial Year

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ended 31 March, 2023.

(e) Loans

The Company has not taken unsecured loans from its director(s) in

the Financial Year 2022-23.

(f) Material Changes and Commitments

During the year under review, Chartered Finance Management Limited ("Merchant Bankers") have on behalf of Mr. Rajiv Vashisht, Mr. Gaurav Kumar and Annaya Management Consultancy Private Limited ("Acquirers") have made on open offer to acquire the equity

shares of the Company. In this regard acquirers have entered into

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the share purchase agreement on 27 April, 2022 with the current promoter and members of promoter group viz. Natrajan Ganapathy, Nambiranjan G Yadav, Jayalakshmi Nambirajan Yadav and Indira Natrajan Yadav to acquire their shareholding i.e., 60.84% equity shares of the Company.

2. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of

the Company and after the closure of financial year the Company is

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conducting Postal Ballot through E-Voting from 8 August 2023 to

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6 September 2023 to alter its Objects Clause of Memorandum of the Company and change its name to Raconteur Global Resources Limited.

4. REGULATORY STATEMENT

In conformity with the provision of regulation 34 of SEBI (LODR), Regulations, 2015, the required disclosures for the year ended March 31, 2023 are annexed hereto.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. CHANGES IN BOARD OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL

CHANGES IN BOARD OF DIRECTORS

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l During the Financial Year ended 31 March, 2023, the following changes were made in the Board of Directors of the Company:

The following directors were appointed as an

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Additional Director on 05 September, 2022 and were regularized in the last Annual General

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Meeting of the Company held on 30 September, 2022

a Mr. Rajiv Vashist (DIN: 02985977) was appointed as Managing Director,

a Mr. Gaurav Kumar (DIN: 06717452) was appointed as Director,

a Ms. Sahara Sharma (DIN: 07682859) was appointed as Non-Executive Director,

a Mr. Krishna Kumar Kulshrestha (DIN:09719927) as Independent Director

a Mr. Deepak Sinha (DIN: 09726154) as Independent Director

a Mr. Ravikumar Ramaswamy (DIN: 09726928) as Independent Director

l Ms. Jayalakshmi Nambirajan Yadav (DIN:08104125), Ms. Sahana Rajagopal

(DIN:08104126), Mr. Bhavesh Nareshbhai Sonesara (DIN:09104502) and Mr. Sunny Kumar Jitendrabhai Narwani (DIN:09107162), directors

of the Company have resigned from the post of

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directorship of the Company w.e.f 05 September,

2022

l Mr. Nambirajan Yadav (DIN:06533729) resigned from the post of Managing Director of the

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company w.e.f, 19 Janauray, 2023

l After the closure of financial year and as on date of this report, followings were made in the Board of

Director of the Company

a Mr. Krishna Kumar Kulshrestha (DIN: 09719927) resigned from the post of Independent Director of

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the Company w.e.f 1 August 2023.]

a Mr. Deepak Sinha (DIN: 09726154) resigned from the post of Independent Director of the Company

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w.e.f. 11 August 2023.

a Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN: 08192636) were appointed as

Additional and Non-Executive Non-Independent

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Directors of the Company w.e.f. 9 August 2023. Further, The Board recommends their appointment in the ensuing Annual General Meeting.

a Mr. Iqbal Singh (DIN: 02776893) was appointed as Additional and Non-Executive Non-

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Independent Director of the Company w.e.f. 17 April, 2023. Further, The Board recommends his appointment in the ensuing Annual General Meeting.

a Mr. Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN: 10275579) were appointed

as Additional and Non-Executive Independent Directors of the Company w.e.f 31st August, 2023. Further, The Board recommends their appointment in the ensuing Annual General Meeting.

B. CHANGES IN KEY MANAGERIAL PERSONNEL

The following changes were made in the Key Managerial

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Personnel of the Company during the Financial Year ended 31

March, 2023;

l Ms. Drashti Laxmikant Solanki (Mem.no.:42697), Company Secretary of the Company has tendered her resignation from the post of Company Secretary and Key

Managerial Personnel of the Company w.e.f close of

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working hours of 14 June, 2022.

l Mr. Ankit Agarwal (Mem. No.40650) was appointed as

Company Secretary and Compliance Officer of the

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Company with effect from 11 July, 2022 and subsequently

he has resigned from the position of Company Secretary

and Compliance Officer of the Company with effect from

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30 August, 2022. l Ms. Harleen Kaur (Mem.No.50513) was appointed as

Company Secretary and Compliance Officer and KMP of

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the Company w.e.f. 14 November, 2022.

l Mr. Rupesh Kamble, Chief Financial Officer of the

Company has tendered his resignation from the post of the

Chief Financial Officer and Key Managerial Personnel of

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the Company w.e.f. 14 November, 2022 and Mr. Rajesh

Singh Sharma was appointed as Chief Financial Officer

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and Key Managerial Personnel of the Company w.e.f 15

November, 2022.

l Mr. Rajesh Singh Sharma has tendered his resignation

from the post of Chief Financial Officer and Key

Managerial Personnel of the company w.e.f close of

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business hours of 1 March, 2023 and Mr. Ravi Sharma

was appointed as Chief Financial Officer and Key

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Managerial Personnel of the Company w.e.f 02 March,

2023.

C. RETIREMENT BY ROTATION

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company , Mr. Rajiv Vashisht (DIN: 02985977) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

D. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met one time during the

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year on 31 March, 2023 where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

E. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT

DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declarations from each Independent Director of the Company confirming that they 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.

The Independent Directors have complied with the Code for

Independent Directors prescribed in Schedule IV to the Act.

F. FAMILIARIZATION PROGRAMME FOR INDEPENDENT

DIRECTORS

A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

Framework for Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted to Independent Directors are made available on the website of the C o m p a n y a t h t t p s : / / g a n e s h f i l m s . c o m / w p -content/uploads/2023/02/Policy-on-Familiarization-Programmes.pdf

G. KEY MANAGERIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Rajiv Vashisht (DIN: 02985977), Managing Director, , Ms. Harleen Kaur (Mem No.50513) Company Secretary and Mr. Ravi Sharma (PAN: BLDPS4509R), Chief Financial Officer

H. ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF

DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

I. REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as ANNEXURE-I to this Report.

J. BOARD EVALUATION

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In the separate meeting of Independent directors, performance of non-independent directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

6. NUMBER OF BOARD MEETINGS

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During the year ended 31 March, 2023, the Board met 9 (Nine) times. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the"Act"). Required quorum was present throughout each meeting as per the requirement of the said Act, the dates of Board Meetings are as th th st th follows: 28 April, 2022, 30 May, 2022, 1 July, 2022, 5

th th nd September, 2022, 14 November, 2022, 19 January, 2023 2

th st March, 2023, 20 March, 2023, 31 March, 2023.

7. BOARD COMMITTEES AND MEETINGS

Presently, the Company has 3 (Three) Board Committees with the

following members:

Audit Committee	Mr. Rajan Singla	Chairman
	Mr. Ramaswamy Ravikumar	Member
	Ms. Bhawna Malhan	Member
Nomination and Remuneration	Mr. Ramaswamy Ravikumar	Chairman
Committee	Mr. Rajan Singla	Member
	Ms. Bhawna Malhan	Member
Stakeholders Relationship	Ms. Bhawna Malhan	Chairman
Committee	Mr. Ramaswamy Ravikumar	Member
	Mr. Rajan Singla	Member

THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2023, 4 (Four) meetings of the

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Committee were held on 28 April, 2022 30 May, 2022, 5

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September, 2022 and 14 November, 2022

THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

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During the year ended 31 March, 2023, 4 (Four) meetings of the

Nomination and Remuneration Committee were held which are as

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follows: 05 September, 2022, 14 November, 2022, 19 January,

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2023 and 2 March, 2023

THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

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During the year ended 31 March, 2023, 4 (Four) meetings of

Stakeholders Relationship Committee were held which are as

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follows: 18 April, 2022, 13 July, 2022, 11 October, 2022 and 10

January, 2023.

DETAILS OF BOARD MEETINGS HELD DURING THE FY 2022-23

S. No.	Date of Meeting	Type of Meeting	Total Number of directors associated as on the date of meeting	Number of directors attended	% of attendance
1	28-April-2022	BM	5	5	100
2	30-May-2022	BM	5	5	100
3	1-Jul-2022	BM	5	5	100
4	5-Sep-2022	BM	7	7	100
5	14-Nov-2022	BM	7	7	100
6	19-Jan-2023	BM	6	6	100
7	2-Mar-2023	BM	6	6	100
8	20-Mar-2023	BM	6	6	100
9	31-Mar-2023	BM	6	6	100

DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2022-23

S. No.	Date of Meeting	Type of Meeting	Total Number of Members entitled to attend Committee meeting	Number of directors Attended	% of attendance
1	28-April-2022	AC	3	3	100
2	30-May-2022	AC	3	3	100
3	5-Sep-2022	AC	3	3	100
4	14-Nov-2022	AC	3	3	100
5	5-Sep-2022	NRC	3	3	100
6	14-Nov-2022	NRC	3	3	100
7	19-Jan-2023	NRC	3	3	100
8	2-Mar-2023	NRC	3	3	100
9	18-April-2022	SRC	3	3	100
10	14-July-2022	SRC	3	3	100
11	12-Oct-2022	SRC	3	3	100
12	11-Jan-2023	SRC	3	3	100

8. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors

to the best of their knowledge and ability confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed with proper explanation relating to material departures, if any;

ii) 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 the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going

concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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As at 31 March, 2023 the Company does not have any subsidiary,

associate or joint venture. Hence, Form AOC-1 Is Not Applicable

10. LISTING INFORMATION

The Equity Shares of the Company are presently listed on SME

Platform of BSE Limited and listing fee for the financial year 2023-

24 has been duly paid.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL,

the ISIN allotted to the Company is INE00WY01013

12. DETAILS OF INVESTORS GRIEVANCES/ COMPLAINTS

7 (Seven) Investor complaints were received and resolved during

the year. The pending Complaints of the Shareholders/ Investors

registered with SEBI at the end of the current financial year ended

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on 31 March, 2023 are NIL.

There were no pending requests for share

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transfer/dematerialization of shares as of 31 March, 2023.

13. REPORT ON CORPORATE GOVERNANCE

In Terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act 2013 with regard to Corporate Governance.

14. CORPORATE SOCIAL RESPONSIBILITY

As the Companys Net Worth, Turnover or Net Profit is below the limit prescribed under Section 135 of the Companies Act, 2013 and hence CSR is not applicable to your Company.

15. PARTICULARS OF EMPLOYEES AND RELATED

DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

There are no employees drawing remuneration in excess of the limits set out in the said Rules during the financial year. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

l The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23:

S. No.	Name	Designation	Ratio
1	Mr. Nambirajan Yadav	Chairman and Managing Director	NA
2	Mrs. Jayalakshmi Nambirajan Yadav	Director	NA
3	Ms. Sahana Rajagopal	Director	NA
4	Mr.Sunnykumar J Narwani	Independent Director	NA
5	Mr. Bhavesh N Sonesara	Independent Director	NA
6	Mr. Rajiv Vashist	Managing Director	NA
7	Mr. Gaurav Kumar	Director	NA
8	Ms. Sahara Sharma	Director	NA
9	Mr. Krishna Kumar Kulshrestha	Independent Director	NA
10	Mr. Deepak Sinha	Independent Director	NA
11	Mr. Ravikumar Ramaswamy	Indpendent Director	NA

l Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2022-23:

S. No.	Name	Designation	% Increase
1	Mr. Nambirajan Yadav	Chairman and Managing Director	NIL
2	Mrs. Jayalakshmi Nambirajan Yadav	Director	NIL
3	Ms. Sahana Rajagopal	Director	NIL
4	Mr. Sunnykumar J Narwani	Independent Director	NIL
5	Mr. Bhavesh N Sonesara	Independent Director	NIL
6	Mr. Rajiv Vashist	Managing Director	NIL
7	Mr. Gaurav Kumar	Director	NIL
8	Ms. Sahara Sharma	Director	NIL
9	Mr. Krishna Kumar Kulshrestha	Independent Director	NIL
10	Mr. Deepak Sinha	Independent Director	NIL
11	Mr. Ravikumar Ramaswamy	Independent Director	NIL
12	Ms Drashti Laxmikant Solanki	Company Secretary	NIL
13	Mr. Rupesh Prakash Kamble	Chief Financial Officer	NIL
14	Mr. Ankit Agarwal	Company Secretary	NIL
15	Ms Harleen Kaur	Company Secretary	NIL
16	Mr. Rajesh Singh Sharma	Chief Financial Officer	NIL
17	Mr Ravi Sharma	Chief Financial Officer	NIL

l Percentage increase in Median remuneration of employees in financial year 2022-23: There was no increase in Median remuneration of employees in financial year 2022-23

l Number of permanent employees on rolls of the Company

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as on 31 March, 2023: 2 (Two)

l Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:

Average remuneration increase for Non-Managerial Personnel of the Company during the financial year was NIL.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER

SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of maintenance of cost records as specified under sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the company and accordingly accounts and records are not maintained as per the provisions of this Section.

17. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the

Managers/ officers responsible for the day-to-day conduct of the affairs of the Company which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys risk management systems and policies.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR

EDUCATION AND PROTECTION FUND

Since, there was no unpaid/unclaimed dividend declared and paid last year, the provision of section 125 of the companies act, 2013 do not apply.

19. CLASS OF SHARES

As on date, the company has only class of share capital i.e. Equity shares of INR 10/- each

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

21. PARTICULARS OF LOANS, GUARANTEES AND

INVESTMENTS

The Particulars of loans, guarantee and investments under Section 186 of the Act have been disclosed in the Financial Statements and forms part of the Notes to the Standalone Financial Statements and Notes to the Standalone Financial Statements provided in this Annual Report.

22. RELATED PARTY TRANSACTIONS

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During the year ended 31 March, 2023, the Company has entered into any Related Party Transactions. The details of the same are in Form AOC-2 enclosed and marked herewith as ANNEXURE-II

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at https://ganeshfilms.com/wp-content/uploads/2023/02/Policy-on-Related-Party-Transaction.pdf

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS/ COURTS / TRIBUNALS

During the year under review, no significant and material orders were passed by any Regulators/ Courts/ Tribunals impacting the going concern status and your Companys operations in future.

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

The Amount of Rs 8.89 lacs were pending towards Micro, Small

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and Medium Enterprises as on 31 March, 2023.

25. STATUTORY AUDITORS AND AUDIT REPORT

M/s JMR & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No. 106912W/W100300) an Auditors firm was appointed as Statutory Auditors of the Company, for a term of five

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consecutive years, at the Annual General Meeting held on 30 September, 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 and do not call for any further comments, the Auditors Report contain qualifications, reservations or adverse remarks which are self-explanatory in nature.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-III forming a part of the Annual Report.

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

CONSERVATION OF ENERGY:

I. Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2022-23.

Steps taken by the company for utilizing alternate sources of energy: Nil

Capital investment on energy conservation equipment: Nil

II. TECHNOLOGY ABSORPTION:

Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL

No technology was/were imported during the last 3 years reckoned from the beginning of the financial year.

Expenditure incurred on research and development Nil

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the financial year.

28. 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, your company is also focusing on environment protection policy.

29. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s Rakhi Dasgupta & Associates, Practising Company Secretaries (Membership No.28739) as the Secretarial Auditor of the Company for the Financial Year 2022-2023. The Secretarial Audit Report given by Ms Rakhi Dasgupta, Practicing Company Secretary of M/s. Rakhi Dasgupta & Associates is provided under ANNEXURE-IV to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report contain followings qualification, reservation or adverse remark:

1. The fair value of the property sold is not obtained by the management of the Company.

2. The Company has not maintained adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were not operating effectively as of March 31, 2023.

3. Company has submitted various E forms with MCA along with the late filing fees.

4. During the year under review there was change in the management of the Company pursuant to the Acquisition of Equity Shares through Open Offer as prescribed under SEBI (substantial acquisition of shares and Takeovers) Regulations, 2011

30. COMPLIANCE WITH SECRETARIAL STANDARD

The Board of directors states that the company has complied with the provisions of the applicable Secretarial standards issued by the Institute of Company Secretaries of India, as amended from time to time.

31. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March, 2022 is available on the website of the Company which can be accessed at https://ganeshfilms.com/investor-relations/

32. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the Whistle Blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company a t w e b l i n k : h t t p s : / / g a n e s h f i l m s . c o m / w p -content/uploads/2023/02/Policy-on-Vigil-Mechanism-Whistle-Blower.pdf

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the code.

34. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. A declaration signed by the Companys Managing Director for the Compliance of these requirements is furnished in ANNEXURE-V forming part of the Annual Report.

35. MANAGING DIRECTOR & CFO CERTIFICATION

The Managing Director and/or CFO of the company are required to give an Annual Certificate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate On Financial Results while placing the Annual financial results before the board in terms of Regulation 33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as ANNEXURE-VI.

36. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial

relationship with employees at all level.

37. FRAUD REPORTED UNDER SECTION 143 OF THE

COMPANIES ACT, 2013

No frauds were reported under Section 143 of the Companies Act,

2013 during the financial year 2022-23.

38. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Issue of equity shares and differential rights as to dividend,

voting or otherwise.

b) Issue of Shares (including sweat equity shares) to

employees of the Company under any scheme.

c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

39. CORPORATE INSOLVENCY RESOLUTION PROCESS

INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No CIRP process is initiated against the company under IBC 2016.

40. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of Board of Directors

For Ganesh Films India Limited

	Sd/-	Sd/-
	Rajiv Vashisht	Gaurav Kumar
	Managing Director	Director
	DIN:02985977	DIN: 06717452
Date: 31st August, 2023
Place: Zirakpur
Ganesh Films India Limited
Regd. Off.: 503,Floor-5,Plot-461d,
A Wing Parshvanath Gardens,
Bhaudaji Rd,Kings Circle,Matunga Mumbai City-400019
CIN: L74994MH2018PLC307613
Email ID: ganeshfilm.compliance@gmail.com