Dear Members,
Ganga Pharmaceuticals Limited Virar, Palghar
Your Directors have the immense pleasure to present the 34th (Thirty
Fourth) Board Report on the business and operations of the Company and the accounts for
the financial year ended March 31,2023.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31,
2023 is summarized below:
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Total Income |
288.45 |
274.76 |
Less: Expenditure |
283.14 |
269.64 |
Profit/(loss) before Tax |
5.31 |
5.12 |
Tax Expense (including Previous Year Tax Adjustment) |
1.38 |
1.33 |
Profit/(Loss) after tax |
3.93 |
3.79 |
2. OPERATIONS / STATE OF COMPANY'S AFFAIRS
During the financial year 2022-23, gross revenue was at Rs. 288.45lacs
as against Rs. 274.76lac and during financial year 2021-22. During the financial year, the
Company earned a profit of Rs. 3.93lacs as against profit of Rs. 3.79lacsin financial year
2021-22.
3. NATURE OF BUSINESS
The Company is engaged in the business of manufacturing & trading
in Pharmaceuticals & allied products (Ayurveda) and there was no change in the nature
of the business of the Company during the year under review.
4. DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year
ended on March 31, 2023.
5. SHARE CAPITAL
The authorised share capital of the Company is Rs. 55,000,000 (Rupees
Five crores Fifty Lakh only) comprising 55, 00,000 equity shares of face value of Rs. 10/-
each. The paid-up equity share capital as at March 31, 2023 stood at Rs. 40,615,000
(Rupees Four crores six lac and fifteen thousand only).
There was no change in the share capital of the Company during the
financial year ended on March 31, 2023.The Company has not issued any equity shares with
or without differential rights during the year under review and hence no information as
per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and
hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 has been furnished.
6. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has no Subsidiary or Associate or Joint Venture Company
during the financial year and as on March 31, 2023.
7. CONSOLIDATED FINANCIAL STATEMENT
The Company was not required to consolidate its financial statements in
terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made
there-for the financial year ended on March 31, 2023.
8. CORPORATE GOVERNANCE REPORT
The Company being listed on SME segment of BSE Limited having net worth
of Rs. 5.45 crore only. Therefore, Corporate Governance Report, as required under schedule
V of the SEBI (Listing obligations and Disclosure Requirement) Regulations, are not
applicable to the Company.
9. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023 is available on the website of the Company at
www.ayurvedganga.com. under Investor relations tab.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Interms of the provision of section1 52 of the Companies Act,
2013 and of Articles of Association of the Company, Mrs. Srijna Sharma (DIN:
00078169),Director of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible, seeks re-appointment.
All Independent Directors have furnished the declaration to the
Company confirming that they meet the criteria of Independence as prescribed under Section
149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing
Regulations and the Board has taken on record the said declarations after undertaking due
assessment of the veracity of the same.
The Company has also received Form DIR-8 from all the Directors
pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of
Directors) Rules, 2014.
Brief profiles of the Directors seeking appointment/
re-appointment have been given as an annexure to the Notice of the ensuing AGM.
As on March 31, 2023 the following persons were the Key
Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the
Act read with the Rules framed there under:
Mr. Bharat Brijmohan Sharma : |
Managing Director & CEO |
Mr. Anagh Bharat Sharma : |
Chief Financial Officer |
Ms. Priti Kothari Bhaiya : |
Company Secretary & Compliance Officer |
11. MEETINGS
A calendar of Board Meetings, Annual General Meeting and Committee
Meetings is prepared and circulated in advance to the Directors of your Company. The Board
of Directors of your Company met 5(five) times during the financial year 2022-23. The
maximum time gap between any two consecutive Meetings did not exceed one hundred and
twenty days.
12. BOARD OF DIRECTORS AND COMMITTEES THERE OF i. Composition of the
Board of Directors
The Company is fully compliant with the Corporate Governance norms in
terms of constitution of the Board of Directors ("the Board"). The Board of the
Company is composed of individuals from diverse fields. The Board of the Company is
composed of Executive, Non-Executive and IndependentDirectors.
The composition of the Board also complies with the provisions of the
Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulations, 2015 As on March 31,
2023, the strength of the Board of Directors of the Company was at FiveDirectors
comprising of Two Executive, One Non-Executive Chairman and Two Non-Executive Independent
Directors. More than 1/3 the Board comprised of Independent Directors. The details of the
Board of Directors as on March 31, 2023 are given below:
|
|
|
No. of Directorships /
Committee Memberships/ Chairmanships |
Name of the Director |
Designation |
Date of Joining |
Public Limited Companies (including this |
Private Limited and Section 8 Companies |
Committee Memberships |
Committee Chairman Ships |
Mr. Bharat B. Sharma |
Managing Director |
11.09.89 |
01 |
Nil |
01 |
Nil |
Ms. Srijna B. Sharma |
Whole-Time Director |
01.04.12 |
01 |
Nil |
01 |
Nil |
Mr. Sanjay Kulkarni |
Non - Executive Director, Chairman |
01.04.12 |
01 |
Nil |
Nil |
Nil |
Mr. Sachin C. Chavan |
Independent Director |
17.05.13 |
01 |
01 |
02 |
Nil |
Mr. Chetan B. Patel |
Independent Director |
17.05.13 |
01 |
Nil |
02 |
01 |
As on March 31, 2023, Mr. Bharat B. Sharma and Mrs. Srijna Sharma,
holding 1,227,785 and 241,905 equity shares of the Company respectively. Brijmohan C.
Sharma HUF,Mrs. Savitri Sharma,Mr. Anagh B Sharma and Bharat Brijmohan Sharma HUF,
relatives of the Directors holding 349,500, 228,800, 260,000 and 190,000 equity shares of
the Company respectively. Except above, no other Director or their relative hold shares of
the Company.
ii. Board Meetings
The Board/Committee meetings are pre-scheduled and proper notices of
Board and Committee meetings is circulated to the Directors well in advance to enable them
to plan their schedules and to ensure their meaningful participation in the meetings.
During the financial year under review, 05 (Five) Board meetings were
held on May 25, 2022, August 22, 2022, November 11, 2022, January 28, 2023 and March 30,
2023. The gap between two Board meetings was in compliance with the provisions of the Act
and the SEBI (LODR) Regulations, 2015. Details of Directors as on March 31, 2023 and their
attendance at the Board meetings and Annual General Meeting ("AGM") during the
financial year ended March 31, 2023 are given below:
Name of the Director |
Category |
No. of the Meeting held |
No of the Meeting held |
Attended at AGM |
Mr. Bharat B. Sharma |
Managing Director |
5 |
5 |
Yes |
Ms. Srijna B. Sharma |
Whole-Time Director |
5 |
5 |
Yes |
Mr. Sanjay V. Kulkarni |
Non-ExecutiveDirector |
5 |
5 |
Yes |
Mr. Sachin C. Chavan |
Independent Director |
5 |
5 |
Yes |
Mr. Chetan B. Patel |
Independent Director |
5 |
5 |
Yes |
iii. Audit Committee
The Audit Committee in terms of the provisions of section 177 of the
Companies Act, 2013 comprising of Mr. Chetan B. Patel, Mr. Sachin C. Chavan and Mr. Bharat
B. Sharma.
Mr. Chetan B. Patel, Independent Director is the Chairman of the Audit
Committee.
During the financial year ended on March 31, 2023, 4 (four) meeting of
the Audit Committee were held on May 25, 2022, August 22, 2022, November 11, 2022, and
March 30, 2023 which was attended by all the members of the Committee.
iv. Nomination and Remuneration Committee
As on March 31, 2023 the Nomination and Remuneration Committee in terms
of the provisions of section 178 of the Companies Act, 2013 comprising of Mr. Sachin C.
Chavan and Mr. Chetan B. Patel and Mr. Sanjay V Kulkarni.
Mr. Sachin C. Chavan, Independent Director, is the Chairman of the
Nomination and Remuneration Committee.
During the financial year ended on March 31, 2023, Two (2) meeting of
the Nomination and Remuneration Committee were held on August 22, 2022 and March 30, 2023.
v. Stakeholders Relationship Committee
As on March 31, 2023 the Stakeholders Relationship Committee in terms
of the provisions of section 178 of the Companies Act, 2013 comprising of Mr. Chetan B.
Patel and Mrs. Srijna Sharma and Mr. Sanjay V Kulkarni.
Mr. Sanjay V. Kulkarni is the Chairman of the Stakeholders Relationship
Committee.
During the financial year ended on March 31, 2023, 4 (Four) meeting of
the Stakeholders Relationship Committee were held on May 25, 2022, August 22, 2022,
November 11, 2022, and March 30, 2023 which was attended by all the members of the
Committee.
13. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS
DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee has laid down well-defined
criteria, in the Nomination and Remuneration Policy, for selection of candidates for
appointment as Directors, Key Managerial Personnel and Senior Management Personnel.
The said Policy is available on the Company's website and can be
accessed by weblink (www.ayurvedganga.com)
14. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI Listing Regulations,
the Company has put in place a familiarization program for Independent Directors to
familiarize them with their role, rights and responsibility as Directors, the operations
of the Company, business overview etc.
The details of the familiarization program is also available on the
website of the Company and can be accessed by weblink (www.ayurvedganga.com)
15. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE, AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR
The Company has received declaration from the Independent Directors
that they meet the criteria of independence as prescribed under Section 149 of the Act and
Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the
opinion of the Board, they fulfil the condition for appointment/re-appointment as
Independent Directors on the Board and possess the attributes of integrity, expertise and
experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts)
Rules, 2014.
16. INDEPENDENT DIRECTORS' MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, Independent Directors of the Company are required to hold at least
one meeting in a financial year without the attendance of Non-Independent Directors and
Members of Management.
During the year under review, Independent Directors met separately on
January 28, 2023, inter-alia, for
Evaluation of performance of Non-Independent Directors and the
Board of Directors of the Company as a whole.
Evaluation of performance of the Chairman of the Company, taking
into views of Executive and Non-Executive Directors; and
Evaluation of the quality, content, and timelines of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
17. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee has laid down the framework
for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in
the Nomination and Remuneration Policy recommended by it and approved by the Board of
Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management
Personnel of the Company and prescribes the role of the Nomination and Remuneration
Committee. The Policy lays down the criteria for identification, appointment and
retirement of Directors and Senior Management. The Policy broadly lays down the framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel. The Policy also provides for the criteria for determining qualifications,
positive attributes and independence of Director and lays down the framework on Board
diversity.
The said Policy is available on the Company's website and can be
accessed by weblink (www.ayurvedganga.com)
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYCOMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial
statements for the financial year ended on March 2023.
19. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or
Ethics Policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no person has been denied access to the Audit
Committee.
The said Policy is available on the Company website and can be accessed
by weblink (www.ayurvedganga.com)
20. RELATEDPARTY TRANSACTIONS AND POLICY
The related party transactions attracting the compliance under the
Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit
Committee and/or Board and/or Members for necessary review/approval.
The routine related party transactions were placed before the Audit
Committee for its omnibus approval. A statement of all related party transactions entered
was presented before the Audit Committee on a quarterly basis, specifying the nature,
value and any other related terms and conditions of the transactions.
Transactions to be reported in Form AOC-2 in terms of Section 134 of
the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed as
Annexure 1
The Related Party Transactions Policy in line with the requirements of
Regulation 23 of the SEBI Listing Regulations is available on the Company website and can
be accessed by weblink (www.ayurvedganga.com.)
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company andits future
operations.
22. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY FROM THE END
OF FINANCIAL YEAR TILL THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year to which the Financial Statements relate and the date of this Report.
23. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act,
2013, the Directors confirm that; i. that in the preparation of the Annual Accounts for
the year ended March 31, 2023, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any; ii. 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 as at March 31, 2023
and of the profit of the Company for the year ended on that date; iii. that the Directors
have taken proper and sufficient care 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; iv. the
annual accounts have been prepared on a going concern basis; v. that 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; and vi. that the Directors
had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
24. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and Companies (Audit and Auditors) Rules, 2014, M/s Banka & Banka Chartered
Accountants (FRN 100979W) were appointed as Statutory Auditors of the Company at the 33rd
AGM held on September 24, 2022 for the term of Five years i.e.; from the conclusion of
33rdAnnual General Meeting till the conclusion of 38thAnnual General Meeting to be held in
2027. As required under Section 139 of the Act, the Company has obtained certificate from
them to the effect that their continued appointment, would be in accordance with the
conditions prescribed under the Act and the Rules made there under, as may be applicable.
The Auditors' Report is unmodified i.e., it does not contain any
qualification, reservation or adverse remark.
25. REPORTING OF FRAUD
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report under Section 143(12) of the Act and the Rules
made there under.
26. REPORTING COST AUDIT AND COST RECORDS
Provision of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during
the financial year under review.
27. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed R M Mimani & Associates LLP,
Company Secretaries to undertake the Secretarial Audit of the Company for the financial
year 2022-23 and the same was conducted by them in accordance with the provisions of
Section 204 of the Act. The Secretarial Auditor's Report is attached to this Annual
Report at Annexure -2
The Secretarial Auditor's observations are self-explanatory.
28. SECRETARIAL STANDARDS
The Company has complied with the applicable SS-1 (Secretarial Standard
on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings)
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal control to ensure that
the resources are used efficiently and effectively so that: assets are safeguarded
and protected against loss from unauthorized use or disposition.
all significant transactions are authorised, recorded and
reported correctly. financial and other data are reliable for preparing financial
information. other data are appropriate for maintainingaccountability of assets.
The internal control is supplemented by an extensive internal audits
programme, review by management along with documented policies, guidelines and procedures.
30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The Company has adopted accounting policies, which are
in line with the Accounting Standards and the Act.
31. RISK MANAGEMENT
During the financial year under review, the Company has identified and
evaluates elements of business risk. Consequently, a Business Risk Management framework is
in place. The risk management framework defines the risk management approach of the
Company and includes periodic review of such risks and also documentation, mitigating
controls and reporting mechanism of such risks. The framework has different risk models
which help in identifying risks trend, exposure and potential impact analysis at a Company
level as also separately for business.
32. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has always believed in providing a conducive work
environment devoid of discrimination and harassment including sexual harassment. The
Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The
objective of the Policy is to prohibit, prevent and address issues of sexual harassment at
the workplace. This Policy has striven to prescribe a code of conduct for the employees
and all employees have access to the Policy document and are required to strictly abide by
it. The Policy covers all employees, irrespective of their nature of employment and is
also applicable in respect of all allegations of sexual harassment made by an outsider
against an employee.
The Company has duly 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 thereunder. During the year 2022-23, no
case of Sexual Harassment was reported.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with
Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the
Company during the financial year under review.
34. ENVIRONMENT AND SAFETY
Your Company is committed to ensure sound Safety, Health and
Environmental (SHE) performance related to its activities, products and services. Your
Company is taking continuous steps to develop Safer Process Technologies and Unit
Operations for increased safety and reduction of human error element. Enhanced level of
training on Process and Behavior based safety, adoption of safe and environmentally
friendly production process. Management System is done on a continuous basis.
The Company is committed to continuously take further steps to provide
a safe and healthy environment.
35. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial
during the year under review.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to the conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo pursuant to Section134 (3)(m) of the
Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are
not applicable to the Company during the financial year under review.
37. PUBLIC DEPOSITS
The Company has not accepted any deposits, within the meaning of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014.
38. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure -3
& 4 to this report.
39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility Reporting as required under SEBI (LODR),
2015 and is not applicable to your Company for the financial year under review.
40. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as
stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming
part of this Annual Report for the financial year ended March 31, 2023.
41. DISCLOSURE OF AGREEMENTS
Disclosure as required under para-F of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the
Company during the financial year.
42. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis,
Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report,
describing the Company's objectives, projections, estimates and expectations may
constitute forward looking statement' within the meaning of applicable laws and
regulations. Actual results might differ materially from those either expressed or implied
in the statement depending on the Market conditions and circumstances.
43. SECTION DISCLOSURES UNDER 134(3) (l) OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have occurred between
the end of the financial year of the Company and date of this report.
44. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Company's shares are listed with SME Segment of BSE Ltd. Your
Company has paid the annual listing fees and there are no arrears.
45. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their
sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central
and State Governments, the Company's valued Investors and all other Business
Partners, for their continued co-operation and support extended during the year.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to promote its
development
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