Ganesh Films India Ltd Directors Report.

To, The Members,

GANESH FILMS INDIA LIMITED,

Dear Shareholders,

Your directors have pleasure in presenting herewith the 3rd Annual Report along with its Audited Financial Statements for the year ended on 31st March, 2021 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, 2021 Year Ended March 31, 2020
Income
Revenue from operations 16.11 203.50
Other income 0.44 0.16
Total Income 16.55 203.66
Expenses 104.17 269.65
Total expenses 104.17 269.65
Profit before exceptional and extraordinary items and tax (87.62) (65.99)
Exceptional items 0.00 0.00
Profit before extraordinary items and tax (87.62) (65.99)
Extraordinary items 0.00 0.00
Profit before tax (87.62) (65.99)
Tax expense:
Current Tax - -
Deferred Tax - (5.30)
Profit for the period (87.62) (60.70)
Earnings per equity share:
Basic (2.91) (2.02)

Notes:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

FINANCIAL & OPERATIONAL OVERVIEW:

During the year your Company has earned total income of Rs. 16.55 Lakhs (Previous year Rs. 203.66 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. After all the financial adjustments, the company has suffered a net loss after tax of Rs. 87.62 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.

ORGANISATIONAL INITIATIVES IN RESPONSE TO COVID-19 SITUATION

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. The outbreak of deadly COVID-19 virus and the ensuing lockdowns and restrictions imposed across the country have significantly affected operations of the Company. With work from home initiative for office staff, the Company continued to operate on remote basis for administrative, regulatory, payments and other legal compliances.

During this difficult year, the Company ensured sufficient liquidity on hand, unused bank lines and strong support from promoters to meet its liabilities as and when they fall due. The company also conducted its first virtual AGM as permitted under relevant regulations with seamless attendance and voting facilities.

India has experienced a massive second wave of Covid-19 infections with partial lockdowns and restrictions compared to the first wave. As the nation is gearing up with major vaccination drive, we expect normalcy to return sooner. The ongoing COVID-19 crisis calls for the entire nation to fight as one collective force, your company is committed to take all the necessary steps for providing relief to the society.

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 ended March 31, 2021.

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, 2021 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 Five 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 34 of SEBI (LODR), Regulations 2015, the required disclosures for the year ended March 31, 2021 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 EVALUATION:

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Ms. Jayalakshmi N Yadav is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. During the year under review, Mr. Bipin Jeram Bhanushali (DIN: 08107007) and Mr. Jinesh Ajit Shah (DIN: 08111952) have resigned with effect from March 16, 2021.

Mr. Sunnykumar Jitendrabhai Narwani (DIN:09107162) and Mr. Bhavesh Nareshbhai Sonesara (DIN: 09104502) were, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. March 16, 2021 who shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing their candidature for appointment as Director. They are proposed to be appointed as an Independent Directors for a period of five years i.e. to hold office upto March 15, 2026.

The requisite particulars in respect of Director seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

The Company has received necessary declaration from each independent director under section149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down in section149(6) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

However, there is no change in the key managerial personnel of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies have been selected and applied consistently and judgement and estimates have been made 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, 2021 and of the profit of the Company for the year ended on that date;

c) That 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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 Departments.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-2.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2020-21.

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.

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

During the year under review, your Company has neither made any inter corporate loan or investments, nor given any corporate guarantee or provided any security to any other body corporate, subsidiary, associate or any other company.

AUDITORS:

Secretarial Auditors:

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 2020-21. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - 3. The Secretarial Auditor Report contain qualifications, reservations or adverse remarks which are self-explanatory in nature:

Statutory Auditors:

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 and do not call for any further comments. The Auditors Report contain qualifications, reservations or adverse remarks which are self-explanatory in nature:

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2021 is available on the website of the Company at www.ganeshfilms.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained separately Annexure -4.

CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors Report as Annexure 5.

During the year under review, your company has complied with the applicable Secretarial Standards.

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.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

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.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The net profit for the previous year ended 31st March 2021 does not exceed Rupees Five Crores. Therefore, Section 135 of the Companies Act, 2013 does not apply in the financial year 2020-21.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees.

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

APPRECIATION:

Your Directors place on record their sincere appreciation for the valuable support and co-operation received from government authorities, Financial Institutions and Banks during the year. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel even during the challenging times of COVID-19 pandemic.

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: August 30, 2021 Date: August 30, 2021