To,
The Members,
The Directors of your company have pleasure in presenting their Report together with
the Annual Audited Financial Statements for the year ended March 31, 2023.
FINANCIAL RESULTS
The salient features of the Companys financial results for the year under review are
summarized below:
|
|
(Rupees in Lacs) |
| Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
|
(Rs. In Lacs) |
(Rs. In Lacs) |
| Total Revenue |
20.07 |
2.59 |
| Total Expenses |
16.13 |
15.74 |
| Profit /(Loss) before Tax |
3.94 |
(13.15) |
| Less: Tax Expenses |
|
|
| Current Year Tax |
0.61 |
- |
| Earlier Year Adjustment |
0.16 |
- |
| Profit /(Loss) after Tax |
3.17 |
(13.15) |
| Add: Other Comprehensive Income |
(11.91) |
3.94 |
| Profit / (Loss) after Tax |
(8.74) |
(9-21) |
OPERATIONS:
During the year under review, the Company has earned PROFIT of Rs.3.17 lacs for the
year as compared to loss of Rs.13.15 lacs in the previous year,
EQUITY:
A) Equity Share Capital:
As on March 31, 2023 Authorised share capital of the company is Rs.45 lacs divided into
450000 equity shares of Rs.10/- each and Paid up Capital is Rs.40.50 lacs divided into
405000 equity shares of Rs.10/- each.
B) Qther Equity:
Other Equity as on 31-03-2023 stands at Rs,160.62 lacs against Rs. 169.36 lacs on
31-03-2022.
DIVIDEND
To strengthen the financial position of the company, your directors have not
recommended any dividend for the year under review.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL CQNTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman of the Company. The Internal
Auditor appointed by the Company viz. Shri Manish Khandelwal of Om Agarwal &
Company, Chartered Accountants, monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. The Audit Committee of the Board
addresses significant issues raised by both the Internal Auditors and Statutory Auditors.
DIRECTORS:
• Changes in Directors and Key Managerial Personnel:
i) During the year Shri Rohit Singh (DIN : 08469801) was appointed as an additional
Director by the Board of Directors w.e.f. 12-08-2022. His appointment as an Independent
Director for 5 years has been approved by the shareholders in the Annual General Meeting
of the Company held on 30-09-2022.
ii) During the year Shri Narendra Pratap Singh (DIN : 01165653) was appointed as an
additional director by the Board of Directors w.e.f, 21-10-2022.
iii) During the year Shri Ganesh Sharma and Shri Pradip Singh, Independent Directors of
the Company resigned from the Directorship of the Company w.e.f. 12-08-2022 and 21-102022
respectively.
• Statement of Declaration given by Independent Directors :
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of
the Listing Agreement.
• Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Appointment &
Remuneration Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
• Remuneration Policy:
The Board has, on the recommendation of the Appointment & Remuneration Committee,
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
• Meetings:
During the year 6 (Six) Board Meetings, 4 (Four) Audit Committee Meetings, 4 Stake
Holders Relationship Committee and l(One) Nomination & Remuneration Committee meeting
were convened and held, the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
KEY MANAGERIAL PERSONNEL:
Pursuant to the Provisions of Section 203 of the Act read with the rules made
thereunder, the following are the Key Managerial Personnel of the Company:
| 1. Smt.Lalitha Ranka |
: Managing Director |
| 2. Sh ri Aditya M ish ra |
: Chief Financial Officer |
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013 but has given Unsecured Loan to one related party,
details of the same is given in the notes to the financial statement. The details of the
investments made by company is given in the notes to the financial statements.
EXTRACT OF ANNUAL RETURN AS PER SEC 92 IN FORM MGT 9
The details forming part of extract of Annual Return in Form No. MGT 9 is enclosed in
"Annexure I"
AUDITORS & AUDIT RFPORT
M/s Chaturvedi Sohan & Co,(Firm Regn.No.ll8424W), Chartered Accountants, Mumbai
have been appointed as the auditors of the company to hold office from the conclusion of
Thirty Seventh meeting to the conclusion of Forty Second Annual General Meeting, on such
remuneration as may be decided by the Board of Directors of the company in the 37th
Annual General Meeting of the company held on 30th September, 2019.
On recommendation of the Audit Committee of the Company, the Board proposes their
ratification at the ensuing Annual General Meeting.
The Notes of Financial Statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Pankaj & Associates, a firm of company Secretaries in practice to undertake
the Secretarial Audit of the Company.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report and the Secretarial Audit report is annexed herewith as
"Annexure-11".
It has no major observations made by the Auditor in the Report except the following :
1. As per regulation 17(1)(1C) of the SEBI (Listing Obligations & Disclosure
Requirements) (Third Amendment) Regulations, 2021, the approval of shareholders for
appointment of additional Independent Directors was not taken within a period of 3 months
from the date of appointment.
2. Regulation 17(l)(b) of SEBI (Listing Obligations & Disclosure Requirements),
Regulation, 2015 was not fully complied with as the Independent Director Mr.
Narendrapratap Singh appointed by the board on 21.10.2022 holds 3.12% of the equity shares
in the company which makes him the person of interest and thereby disqualifies him from
being an .
Independent Director as per the definition given under the regulation and further, by
the same definition it also disqualifies Mr. Saurabh Narendrapratap Singh (son of Mr.
Narendrapratap Singh) from being an independent Director which makes only 1 Independent
Director out of 4, thereby violating provisions of the said regulations.
3. Rule 20 (3) (v) of Companies (Management and Administration) Rules, 2014 was not
complied by the Company which requires the Company to publish the Notice of E-voting in at
least one vernacular newspaper in the principal vernacular language of the district in
which the registered office of the company is situated and at least once in English
language in an English Newspaper having a wide circulation in that district.
4. Rule 10 of Companies (Management and Administration) Rules, 2014 was not
complied by the Company which requires every listed company to give advertisement for
Closure of register of members in at least one vernacular newspaper in the principal
vernacular language of the district and having a wide circulation in the place where the
registered office of the company is situated, and at least one in English language in an
English newspaper circulating in that district and having wide circulation in the place
where the registered office of the company is situated.
5. Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 require Company to give advertisement in Newspaper for intimation of Board Meeting in
which the financial results will be considered and approved along with the Publication of
financial results in newspapers, which was not complied by the Company.
6. As per the requirement of Amendment provisions of Rule 6 of the Companies
[Appointment and qualification of Directors) Rules, 2014, the individuals who have been
appointed as an independent director in the company have not applied for inclusion of
their name in the Independent Directors Data Bank.
INTERNAL FINANCE CONTROL:
The Company has in place adequate internal financial controls with reference to
financial statements. It has established an. integrated framework in managing risks and
internal controls. The internal financial controls have been documented, digitized and
embedded in the business processes. Such controls have been assessed during the year under
review and were operating effectively.
PARTICULARS OF ENERGY CONSERVATION:
The Companys operations are not energy intensive and as such involve low energy
consumption. However adequate measures have been taken to conserve the consumption of
energy.
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there was no foreign exchange earnings or out flow.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
Your Company continues to take new initiatives to further align its HR policies to meet
the growing needs of its business. People development continues to be a key focus area of
the Company. The industrial relations in all the units of the Company remained cordial and
peaceful throughout the year.
DIRECTOR RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the Financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
VIGIL MECHANISM:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our
vision of being one of the most respected companies in India, the Company is committed to
the high standards of Corporate Governance and stakeholder responsibility.
PREVENTEL OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Board is responsible for implementation of the Code. All Board Directors and
the designated employees have confirmed compliance with the Code.
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.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a
familiarization program for Independent Directors with regard to their role, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company etc. The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to familiarize with the Companys
procedures and practices. Periodic presentations are made at the Board and Board
constituted Committee Meetings pertaining to business and performance updates of the
Company, global business environment, business strategies and risks involved. Directors
attend training programs/ conferences on relevant subject matters and keep themselves
abreast of the latest corporate, regulatory and industry developments.
The same has been posted on website of the Company viz; http://www.ganeshholdings.com
CORPORATE GOVERNANCE
The Company is making all efforts to comply with the provisions relating to Corporate
Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange. A Report on
Corporate Governance forming part of directors report is annexed herewith.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and
co-operation received from employees at all levels performed their duties and
responsibilities and for close received from them during the year. Your Directors also
record their sincere appreciation of the continued support; assistance and co-operation
extend by the Companys Bankers and also Shareholders of the Company who put their
confidence in the company.
|
FOR AND ON BEHALF QF THE BOARD |
|
(Lalitha Ranka) |
| Date : 29th August, 2023 |
Chairperson & Managing Director |
| Place : Mumbai |
DIN :01166049 |
+91-9892691696
