Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) of the SEBI Listing
Regulations is provided in a separate section forming part of the
Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 33rd Annual General Meeting held on 30th September, 2022, the following Whole
Time Directors of the Company were reappointed by the Company:
| Name |
Designation |
Tenure |
| Shri Vishnu Dutt Khandelwal |
Executive Vice- Chairman |
5 years (w.e.f. June 19, 2023) |
| (DIN: 00383507) |
|
|
| Shri Rajesh Sharma |
Joint Managing |
5 years |
| (DIN: 02228607) |
Director |
(w.e.f. June 19, 2023) |
During the year under review, Shri Vishwa Nath Chandak (DIN: 00313035) has ceased to
hold office as Non-Executive Independent
Director of the Company from conclusion of 33rd AGM of the Company held on 30th
September, 2022, upon completion of his second term of office as Independent Director. The
Board places on record its deepest gratitude and appreciation towards valuable
contribution made by Shri Vishwa Nath Chandak during his tenure as director of the
Company.
Shri Surendra Kumar Kabra, Non-Executive Independent Director of the Company, left us
for his heavenly abode on June 1, 2023. Late Surendra Kumar Kabra was appointed to the
Board of the Company in 1994. His sad demise is an irreparable loss to the Company. The
Board praised his valuable guidance and contribution to the
Company during his association and expressed their deepest condolences and paid tribute
to Late Shri Surendra Kumar Kabra. Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of the Company, Shri Shyam Sunder
Sharmma (DIN: 00530921), Non-Executive Director of the Company, retires from the Board by
rotation, at the ensuing Annual General Meeting (AGM) of the Company and being eligible he
has offered himself for re-appointment.
The Board of Directors at their meeting held on August 3, 2023, have unanimously
decided for re-appointment of Shri Sharad
Sharma (DIN: 00383178), Managing Director & CEO of the Company, for a further
period of 5 years w.e.f. February 1, 2024, on the terms and conditions (including
remuneration) recommended by the Nomination and Remuneration Committee after expiry of his
present term of office on January 31, 2024.
The Board recommends the proposal of re-appointment of Shri
Shyam Sunder Sharmma and Shri Sharad Sharma, Directors of the Company, for
consideration of the Members at the ensuing AGM of the Company.
Appropriate resolutions seeking Members approval for reappointment of the Directors
along-with their brief profile are placed in the Notice of ensuing AGM.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from
all Independent Directors that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
Regulations and they have also confirmed of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors on the Board of the Company
have requisite and possess attributes of integrity, expertise and experience.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company consisted of 3 (three) Directors, out of which 2
(two) Directors are independent. The composition and other details are provided in the
Corporate Governance Report of the Company. During the year, all the recommendations made
by the Audit Committee were accepted by the Board.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, in respect of the financial year ended March 31,
2023, confirm a) in preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures, if any; b) they have selected such accounting policies and applied them
consistently and made judgements 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 and of the profit of the Company for that year; c) they have taken proper and
sufficientcare 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) they have prepared Annual
Accounts on a ‘Going Concern basis. e) they have laid down internal
financialcontrols to be followed by the Company and that such internal financialcontrols
are adequate and are operatingeffectively. f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financialcontrols commensurate with the size
of the Company and the nature of its business, with reference to financial statements.
Internal Auditors of the Company periodically audit the adequacy and effectiveness of the
internal controls laid down by the management. The Audit
Committee of the Board of Directors also regularly reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2022-23, the Board of Directors had met 4 (four) times. The
details of the Board meetings held during the year are given under the Corporate
Governance Report. under
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2), issued by the Institute of Company Secretaries of India.
ANNUAL RETURN
The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, is placed on the Companys website and can be accessed at https://ganeshaecosphere.com/admin/UploadedFiles/
ContentImages/AnnualReturn/ANNUALRETURN2021-2022.pdf
LISTING
The Equity Shares of the Company are presently listed at BSE Limited and National Stock
Exchange of India Limited and the listing fee, for the year 2023-24, for both the Stock
Exchanges is paid.
AUDITORS AND AUDITORS REPORT a. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made
thereunder, M/s. Narendra Singhania & Co., Chartered Accountants, New Delhi (ICAI Firm
Registration No. 009781N) were re-appointed as Statutory Auditors of the Company for a
second term of 5 (five) consecutive years at 33rd AGM of the Company held on September 30,
2022, to hold office till the conclusion of 38th AGM of the Company. The Auditors have
confirmedthat they are not disqualified from continuing as Statutory Auditors of the
Company. The Statutory Auditors Report for the financial year 2022-23 does not contain
any qualification, remark or disclaimer.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Board has appointed M/s. S.K. Gupta & Co., Company Secretaries, as
Secretarial Auditors, to undertake Secretarial Audit for the financialyear 2022-23. The
Secretarial Audit Report for the financial ended March 31, 2023 is annexed herewith as "Annexure
B". The Secretarial Audit Report for the Financial Year 2022-23 does not contain
any qualification, reservation or adverse remark or disclaimer.
c. Cost Auditors
Pursuant to the Rules made by the Central Government of India, the Company is required
to maintain cost records as 148 (1) of the Companies Act, 2013 specified in respect of its
products and accordingly such accounts and records are made and maintained.
M/s. R. M. Bansal & Co., Cost Accountants (Firm Regn. No.:000022) and M/s. Rakesh
Misra & Co., Cost Accountants (Firm Regn. No.: 000249), have been appointed as Cost
Auditors of the Company to conduct the audit of the Cost
Accounts of the Company in respect of its products ‘Yarn and ‘Recycled
Polyester Staple Fibre respectively, for the financial year 2023-24.
As required under the Companies Act, 2013, the resolutions seeking Members
ratification for the remuneration payable to Cost Auditors form part of the Notice
convening the AGM.
d. Internal Auditors
Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014, your Company engaged the services of M/s. Ashok & Ajai, Chartered
Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the
Company for the Financial Year 2022-23. Quarterly Internal Audit Reports are placed before
the Audit Committee of the Company for its review.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or the Board under Section
143(12) of Companies Act, 2013 and Rules framed thereunder.
RELATED PARTY TRANSACTIONS
During the year under review, all transactions entered into with Related Parties were
approved/ ratified by the Audit Committee and wherever required, were also approved by the
Board of Directors of the Company. Omnibus approval from the Audit Committee
reservationoradverse was obtained for transactions of repetitive nature. During the year,
the Company had not entered into any contract/ arrangement / transaction with related
parties which could be considered material in accordance with the Companys Related Party
Transactions Policy. Further, all related party transactions undertaken during the year
were at arms length basis. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not
applicable. year The related party transactions entered by the Company are disclosed under
Note No. 34 of the Notes to the Standalone Financial Statements for the year ended March
31, 2023.
The Companys Policy on Related Party Transactions is disclosed on the website of the
Company at https://www.ganeshaecosphere. com/corporate-governance-policies.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY THE COMPANY
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing
Regulations, disclosure on particulars of loans given, investments made, guarantees and/
or securities provided along with the purpose for which the loan or guarantee or security
were proposed to be utilized by the recipient are provided in the notes to the Standalone
Financial Statements.
WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations,
the Company has adopted Whistle Blower
Policy for vigil mechanism for Directors and employees to report to the management
about the unethical behaviour, fraud or violation of Companys code of conduct. The
details of the policy are explained in the Corporate Governance Report. The Policy has
been posted on the website of the Company and may be accessed at https://www.ganeshaecosphere.com/
corporate-governance-policies.
NOMINATION AND REMUNERATION POLICY
Our current Nomination and Remuneration Policy is to have an appropriate mix of
Executive and Non-Executive Directors including the independent directors to maintain the
diversity and independence of the Board.
The broad parameters covered under the Policy are Attributes, Qualifications and
Remuneration of Executive and Non-Executive Directors including Independent Directors, KMP
and Senior Management Personnel. It also covers performance evaluation criteria of the
Board, its Committees and individual directors. The Nomination, Remuneration and Board
Diversity Policy of the Company is available on the website of the Company at https://
www.ganeshaecosphere.com/corporate-governance-policies. We affirm that the
remuneration paid to the Directors is as per the terms laid out in the Policy.
BOARD EVALUATION
The Board of Directors at its meeting held on February 4, 2023, has carried out an
annual evaluation of its own performance, board committees and individual directors
pursuant to the provisions of the Act & SEBI Listing Regulations. Performance
Evaluation of Independent Directors was done by the entire board, excluding the director
being evaluated. The Evaluation Process was conducted through a structured questionnaire
prepared after taking into consideration the various aspects laid down under the
"Nomination, Remuneration and Board Diversity Policy" of the Company. The Board
of Directors expressed satisfaction with the evaluation process.
In a separate meeting of Independent Directors held on March 25, 2023, performance of
non-independent directors, Chairman of the Company and the Board as a whole was evaluated,
taking into account the views of Executive Directors and other Non-Executive Directors.
Independent Directors have also assessed the quality, quantity and timeliness of flow of
information between the Companys Management and the Board and recorded their satisfaction
with the flow of information.
RISK MANAGEMENT
Risk management is an ongoing process and embedded in the operating framework of the
Company. Risk Management & Strategic Planning Committee of the Board has been
entrusted for timely identification, evaluation and mitigation of all types of internal
and external risks including financial,operational, sectoral, sustainability
(particularly, ESG related risks), information, cyber security risks etc. The Committee is
responsible for formulating and reviewing the risk management plan/ policy and ensuring
its effectiveness across the organization. The Audit Committee of the Board has an
additional oversight in the risk management systems prevailing in the Company.
There are no risks which in the opinion of the Board are of the nature that can
threaten the existence of the Company. However, the risks inter-se those are generally
dealt in regular course of business and have to be taken care of, are fluctuations in
foreign exchange rates and prices of raw material as well as finished products. The Risk
Management Policy has been uploaded on the Companys website and may be accessed at the
link https://www. ganeshaecosphere.com/corporate-governance-policies.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to focus on inclusive growth and improving lives by
contributing towards communities around which it operates. In compliance with Section 135
of the Companies Act, 2013, the Company has undertaken CSR activities, projects and
programs as provided in the CSR policy of the Company and as identified under Schedule VII
to the Companies Act, 2013.
The Composition of CSR Committee along with details of CSR activities undertaken by the
Company have been disclosed in the ‘Report on CSR activities, set out as
"Annexure C" and forming an integral part of this Report.
The CSR policy of the Company may be accessed at https://www.
ganeshaecosphere.com/corporate-governance-policies.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2) of SEBI Listing Regulations, a Business Responsibility and
Sustainability Report describing the initiatives taken by the Company from an
environmental, social and governance perspective is provided in a separate section forming
part of the Annual Report.
DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposit
from public in terms of the provisions of Sections 73 and 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014.
In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014,
the Company, during the year, had accepted an amount of H1.93 Crore as unsecured loans
from the Directors and the balance outstanding as on March 31, 2023 was H1.86 Crore.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year 2022-23 and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which would impact the going concern status of the
Company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
D".
PARTICULARS OF EMPLOYEES
The Disclosure 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,
is annexed as "Annexure E" and forms an integral part of this Report. The
information showing names and other particulars of employees as per Rule 5(2) and 5(3) of
the aforesaid Rules forms part of this report. However, as per first proviso to Section
136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to
the members of the Company and others entitled thereto. The said information is available
for inspection by members at the registered office of the Company during business hours on
all working days upto the date of ensuing AGM. Any member interested in obtaining a copy
thereof, may also write to the Company Secretary.
CORPORATE GOVERNANCE
As required under Schedule V to the SEBI Listing Regulations, a separate section on
Corporate Governance together with a
Certificate from M/s. S. K. Secretaries, confirming compliance of the conditions of
Corporate Governance, forms an integral part of this Report.
POLICY ON SEXUAL HARASSMENT
Prevention and control of sexual harassment at workplace constitutes an important part
of corporate culture while aligning with best practices and improving management
processes. The Company has zero tolerance for sexual harassment at workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace with a mechanism of lodging complaints and has 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 framed there
under. No complaints were reported to the Board for sexual harassment of women at work
place during the financial year 2022-23.
GENERAL
The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise.
• The Company has not issued any shares (including sweat equity shares) to
employees of the Company or its subsidiary under any scheme.
• There is no change in the Share Capital Structure of the
Company during the year under review.
There was no revision in the financial statements.
Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of the Companys subsidiaries.
There has been no change in the nature of business of the Company.
There is no proceeding initiated/ pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record appreciation for the
co-operation and support extended by various departments of the Central and the State
Government(s), Bankers and Business associates.
Your Directors also wish to express their deepest appreciation to the employees at all
levels, whose dedicated efforts, co-operation and unending support helped the Company in
delivering results despite the challenges. We are also grateful to all the shareholders,
customers, dealers, agents, suppliers and bankers of the Company for reposing continued
trust, support and confidence in the management of the Company.
For and on behalf of the Board
|
(Shyam Sunder Sharmma) |
| Place : Kanpur |
Chairman |
| Date : August 3, 2023 |
DIN: 00530921 |
+91-9892691696
