Dear Shareholders,
Your directors have pleasure in presenting the 28th Annual Report of your
Company together with the Audited Financial Statements for the year ended on 31st
March, 2023.
FINANCIAL PERFORMANCE
The summarized financial performance highlights are as mentioned below:
(Rs in Lakhs)
Particulars |
FY 2022-2023 |
FY 2021-2022 |
Revenue From operations |
9,021.96 |
7,128.81 |
Other Income |
316.46 |
356.81 |
Total Income |
9,338.43 |
7,485.61 |
Total Expenditure other than Financial Costs and Depreciation |
6,695.96 |
5,336.77 |
Total Expenses |
7,080.00 |
5,685.09 |
Profit before Depreciation, Finance Costs and Tax |
1,874.40 |
2,148.84 |
Finance Costs |
11.58 |
14.58 |
Depreciation and Amortization Expense |
372.45 |
333.74 |
Profit / (Loss) for the year before Exceptional Items and Tax |
2,258.43 |
1,800.52 |
Add / (Less) Exceptional Items |
Nil |
Nil |
Profit before Extraordinary items and Tax |
2,258.43 |
1,800.52 |
Extraordinary Items |
Nil |
Nil |
Profit before Tax |
1,800.52 |
1,800.52 |
Tax Expense: |
|
|
Current Tax |
584.84 |
464.60 |
Deferred Tax |
(28.43) |
(3.94) |
Profit for the year |
1702.02 |
1,339.86 |
Note:
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.
PERFORMANCE HIGHLIGHTS
Your Company has delivered yet another year of consistent and profitable growth. During
the year, your company has earned total income of Rs. 9,338.43 Lakhs (Previous year Rs.
7,485.61 Lakhs). Your Company continues to operate only in one segment i.e., Bulk Drug
Intermediates, further there is no change in the nature of Business of the Company. After
all the financial adjustments, the company has earned a net profit after tax of Rs.
1,702.02 Lakhs.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements and every other document referred therein are available on website of the
Company i.e.www.ganeshremedies.com These documents are also 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 have recommended a final dividend of 5% (i.e., Rs. 0.50 per equity share
of paid-up value of Rs. 10 each and Rs. 0.30 per equity share of paid-up value of Rs. 6
each) out of the profits of the Company for the financial year 2022-23. The said dividend,
if approved by the shareholders, would result into a cash outflow of Rs. 62.56 Lakhs.
TRANSFER TO RESERVES
Your Company proposes to transfer the amount of profit i.e., Rs. 1702.02 Lakhs to the
Reserve and Surplus Account.
DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMPANIES
As on March 31, 2023 your company does not have any Associates, Joint Venture or
Subsidiaries Companies.
RIGHTS ISSUE OF EQUITY SHARES
Your directors are pleased to inform that during the year under review, Your Company
has allotted 8,40,471 partly paid-up (i.e., Rs. 6 Paid-up) Equity Shares of Face Value Rs.
10 each on February 28, 2023. Accordingly, the paid up equity share capital of Company was
increased from Rs. 12,00,67,270 to Rs. 12,51,10,096.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors
Report.
CORPORATE GOVERNANCE
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Directors Report.
During the year under review, your company has complied with the applicable Secretarial
Standards. FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits as defined under Section 73 of the
Companies Act, 2013 and rules framed there under.
INSURANCE
Your Company has taken appropriate insurance for all assets against foreseeable perils.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, your Company has provided inter corporate loans and
investments, however has not given any corporate guarantee or provided any security to any
other body corporate, subsidiary, associate or any other compa ny.
The particulars of loans and investments made during the year under review are
disclosed in the financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In accordance with the provisions of section 135 of the Companies Act, 2013 and the
rules made thereunder, your Company has constituted Corporate Social Responsibility
Committee of Directors and framed a CSR Policy. The role of the Committee is to review CSR
activities of the Company periodically and recommend to the Board amount of expenditure to
be spent on CSR annually.
Annual Report on CSR activities carried out by the Company during FY 2022-23 is
enclosed as Annexure - A to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their
knowledge and based on the information and explanations received from the Company,
confirm that:
a) 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) 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, 2023 and of the
profit of the Company for the year ended on that date;
c) 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) the annual financial statements have been prepared on a going concern basis;
e) proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively;
f) proper systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
AUDITORS Statutory Auditors
M/s. Rushik J Patel & Co., Chartered Accountants, will complete their present term
on conclusion of the ensuing Annual General Meeting.
The Auditors Report does not contain any qualification, reservation, adverse remark or
disclaimer. The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
The Board has recommended the appointment of Bansi S. Mehta & Co, Chartered
Accountants, as Auditors of the Company, for a period from the conclusion of twenty-eighth
Annual General Meeting till the conclusion of thirty-third Annual General Meeting of the
Company.
M/s. Bansi S. Mehta & Co, Chartered Accountants have confirmed their eligibility
and qualification required under the Act for holding the office as Auditors of the
Company.
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 2022-23. The report submitted by the
Secretarial Auditor in Form MR-3 is attached to this report as Annexure - B.
The Secretarial Audit Report of your Company does not contain any qualification;
However, the auditor has stated the remark that the Company has delayed the submission of
related party transactions in XBRL format as per regulation 23 (9) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the which the management
clarifies that the Company had tried to submit the disclosure of related party
transactions within the stipulated time in XBRL Format, however due to technical reasons
it got delayed hence the company has also made application to BSE Limited for the waiver
of penalties for which the decision is awaited.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014, M/s. S N D K & Associates LLP was appointed by the Board of
Directors to conduct internal audit of the Company for the financial year 2022-2023.
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 control 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.
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.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out
for the Boards own performance, its committees & 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.
RELATED PARTIES TRANSACTIONS
All related party transactions entered into during the financial year were on an arms
length basis and were in the ordinary course of business. Your Company had not entered
into any transactions with related parties which could be considered material in terms of
Section 188 of the Companies Act, 2013. 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.
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.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website and the same can be accessed at www.ganeshremedies.com/investors the
details of the transactions with Related Party are provided in the accompanying financial
statements.
MEETINGS OF THE BOARD
The Board of Directors met 5 (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.
DIRECTORS
Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of
the Company Mr. Chandulal Manubhai Kothia is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment.
Ms. Parulben Sahani was, 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. July 31, 2023 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 her appointment as
Director. She is proposed to be appointed as an
Independent Director for a period of five years i.e., to hold office upto July 31,
2028. The Board of Directors proposes to regularize her appointment by way of passing
special resolution.
Mr. Maulikkumar Sudani was, 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. July 31, 2023 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 his appointment as
Director. He is proposed to be appointed as an Independent Director for a period of five
years i.e., to hold office upto July 31, 2028. The Board of Directors proposes to
regularize his appointment by way of passing a special resolution.
The requisite particulars in respect of Directors seeking appointment / re-appointment
are given in Notice convening the Annual General Meeting.
The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in section 149(6) of the Companies Act, 2013. The Independent Directors of the
Company have confirmed that they have enrolled themselves in the Independent Directors
Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms
of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014.
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.
Details of policy of appointment and remuneration of directors has been provided in the
Corporate Governance Report.
CHANGES IN KEY MANAGERIAL PERSONNEL
During the year under review, there were following changes in the Key Managerial
Personnel of the Company
Mr. Suresh Panchal, Chief Financial Officer of the Company has resigned from the
position of Chief Financial Officer and Key Managerial Personnel (KMP) of the Company with
effect from close of business hours on January 15, 2023 to pursue the carrier outside the
Company.
Mr. Parth Kothia, Whole-Time Director of the Company was appointed as Whole-Time
Director and Chief Financial Officer (KMP) of the Company effective from January 16, 2023.
REPORTING OF FRAUD
During the year under review, the Statutory Auditors, Cost and Secretarial Auditors
have not reported any instances of frauds committed in the Company by its officers or
employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013.
details of which needs to be mentioned in this Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the
Annual Return for the year ending on March 31, 2023 is available on the Companys website
at www.ganeshremedies.com.
VIGIL MECHANISM
Your Company promotes ethical behavior in all its business activities and has put in
place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil
mechanism and Whistle blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may also
report to the Chairman of the Audit Committee. During the year under review, no employee
was denied access to the Audit Committee. Whistle blower policy of the Company has been
uploaded on the website of the Company and can be accessed at Whistle Blower Policy
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 is appended
as Annexure-C to this report.
The information required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
Having regard to the provisions of Section 134 and Section 136 of the Companies Act,
2013, the Reports and Accounts are being sent to the Members excluding such information.
However, the said information is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the Company up to the date
of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write
to the Company Secretary at the Registered Office of the Company or e-mail to
investors@ganeshremedies.com
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your 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 thereunder, 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.
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 as amended from time to time, particulars relating to conservation
of Energy, R & D, Technology absorption and Foreign Exchange earnings / outgo are
annexed to this Report as Annexure-D.
ACKNOWLEDGMENTS
Your Company has maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to
remain at the forefront of the industry. Your directors place on records their sincere
appreciation for significant contributions made by the employees through their dedication,
hard work and commitment towards the success and growth of your Company.
Your directors take this opportunity to place on record their sense of gratitude to the
Banks, Financial Institutions, Central and State Government Departments, their Local
Authorities and other agencies working with the Company for their guidance and support.
On behalf of the Board of Directors For, Shree Ganesh Remedies Limited
Date: August 11, 2023 |
Chandulal Manubhai Kothia |
Parth Chandulal Kothia |
Place: Ankleshwar |
Managing Director |
Whole-time Director and CFO |
|
DIN: 00652806 |
DIN:08830608 |
+91-9892691696
