GANGA PHARMACEUTICALS LIMITED
The Directors are pleased to present the 28thAnnual Report together with the AuditedFinancial Statements for the financial year ended March 31 2017.
The brief financial results of the Company are as detailed below:
| || ||[Rs. In lacs] |
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Revenue from operation ||301.04 ||270.06 |
|Profit/(Loss) before taxation ||10.57 ||7.02 |
|Less: Tax Expense ||3.16 ||2.14 |
|Profit/(Loss) after tax ||7.42 ||4.87 |
OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY
During the financial year ended on March 31 2017 your Company reported a flat growthin revenue from operation of 11.47% over the previous year. The revenue from operationsstood at Rs. 301.04 lacs as compared with Rs. 270.06 lacs in the previous year. The Profitbefore tax stood at Rs. 10.57 lacs as against Rs. 7.02 lacs in the previous year resultedinto a healthy growth of 50.57%. The Net Profit for the year stood at Rs. 7.42 lacs asagainst Rs. 4.87 lacs reported in the previous year resulted into a healthy growth of52.36%
NATURE OF BUSINESS
The Company is engaged in the business of manufacturing & trading inPharmaceuticals & allied products (Ayurveda) and there was no change in the nature ofthe business of the Company during the year under review.
In order to retain the surplus of the Company for its future growth and operation yourDirectors do not recommend any dividend for the financial year ended on March 31 2017.
TRANSFER TO RESERVES
During the financial year under review Company has not transferred any amount toGeneral Reserve.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31 2017 the Company has no Subsidiary or Associate or Joint VentureCompany
The paid up equity share capital as at March 31 2017 stood at Rs. 40615000 (RupeesFour crores Six Lacs and fifteen thousand). There is no change in the share capital of thecompany during the financial year.
CONSOLIDATED FINANCIAL STATEMENT
The Company is not required to consolidate its financial statements in terms of theprovision of Section 129(3) of the Companies Act 2013 and Rules made there-under duringthe financial year.
A Report on Corporate Governance along with the Auditor's Certificate thereon asrequired under regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed herewith and forms an integral part of this Report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 as required in terms of the provisionsof Section 92 of the Companies Act 2013 is annexed herewith as Annexure "A"and forms an integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the Provisions of section 152 Companies Act 2013. Mrs. Srijna SharmaDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible seeks her re-appointment.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 ("theAct") and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
The process followed by the Company for induction and training to Board members hasbeen explained in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements for thefinancial year ended on March . 2017
WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company. (www.ayurvedganga.com).
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. . Theremuneration and nomination policy has been posted on the website of the Company (www.ayurvedganga.com).
RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework through standardoperating proceduresforthepurposeofidentification and monitoring of transactions with therelated parties.
The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-d-vis the Company.
The details of transactions entered into with the related parties are givenhere-in-below in form AOC-2 in terms of the provision of section 188(1) including certainarm's length transactions:
A. Details of contract or arrangement or transactions not at arms' length basis; Nil
|a. Name(s) of the related party and nature of relationship ||NA |
|b. Nature of contract /arrangements/transaction ||NA |
|c. Duration of contract /arrangements/transaction ||NA |
|d. Salient terms of contract /arrangements/transaction including the value if any ||NA |
|e. Justification for entering into such contract / arrangements/ transaction ||NA |
|f. Date(s) of approval by the Board ||NA |
|g. Amount paid as advances if any ||NA |
|h. Date on which special resolution was passed in general meeting as required under first proviso to section ||NA |
B. Details of contract or arrangement or transactions at arms' length basis:
|Name(s) of the related party and nature of relationship ||Mr. Bharat Sharma ||Mrs. Srijna Sharma ||Mrs. Savitri Sharma |
|a Nature of contract /arrangements/transaction ||lease agreement ||Rent for Car ||lease agreement |
|b. Duration of contract /arrangements/transaction ||NA ||NA ||NA |
|c. Salient terms of contract/arrangements/transaction including the value if any ||NA ||NA ||NA |
|d. Date(s) of approval by the Board ||May 27 2016 ||May 27 2016 ||May 27 2016 |
|e. Amount paid as advances if any ||NA ||NA ||NA |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013; i. that in the preparation of the Annual Accountsfor the year ended March 31 2017 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; ii. and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2017and of the profit of the Company for the year ended on that date; iii. that the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities; iv. theannual accounts have been prepared on a going concern basis; v. that the Directors hadlaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and vi. that the Directorshad devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
M/s Amarnath Sharma & Co. Chartered Accountants (Firm Registration No: 100300W)who are Statutory Auditors of the Company could hold office only up to the forthcomingAnnual General Meeting. As per the provisions under section 139 of the Companies Act2013 M/s Amarnath Sharma & Co has completed the maximum term as statutory auditors ofthe company and hence not eligible for reappointment. Therefore in compliance with theprovision of section 139 of the Companies Act 2013 Anil Bansal & Co. CharteredAccountants (Firm
Registration No. (FRN NO.100421W) be and is hereby recommended to appoint as statutoryauditor of the company to hold office from the conclusion of this Annual General Meeting(AGM) till the conclusion of the AGM of the Company to be held in the year 2022 subject toratification at every Annual General Meeting.
As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained written confirmation from Anil Bansal & Co. that their appointment ifmade would be in conformity with the limits specified in the said Section
Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Manoj Mimani partner of R M Mimani & AssociatesLLP Company Secretaries to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as annexure "B" and forms anintegral part of this Report.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Your Company has policies procedures and effective internal controls for ensuringorderly and efficient conduct of the business safeguard of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record timelypreparation of financial statements and proper disclosure.
During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.
The internal and operational audit is conducted on regular basis The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.
During the year under review the Company has identified and evaluates elements ofbusiness risk. Consequently a Business Risk Management framework is in place. The riskmanagement framework defines the risk management approach of the Company and includesperiodic review of such risks and also documentation mitigating controls and reportingmechanism of such risks. The framework has different risk models which help in identifyingrisks trend exposure and potential impact analysis at a Company level as also separatelyfor business.
Some of the risks that the Company is exposed to are: Financial Risks
The Company's policy is to minimize the interest cost and to reduce theriskofinterestratefluctuationwithin the framework laid down. Given the interest ratefluctuations the Company has adopted a prudent and conservative risk mitigation strategyto minimize interest costs.
Commodity Price Risks
The Company is exposed to the risk of price fluctuation/availability of goods which isused by the Company as its raw material for the goods manufactured by it. The Companyproactively manages these risks through forward booking inventory management andproactive vendor development practices.
The industry in which company operates is highly regulated and hence the Company isexposed to risks attached to various statutes and regulations. The Company is mitigatingthese risks through internal controls regular review of legal compliances and audit ofits operations and compliance on regular interval from external professionals.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during thefinancial year under review.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees.
During the year under review no complaints were reported to the Board.
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(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.
The information required under Section 197 of the Companies Act 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are not applicable to the Company during the financial year under .
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
The Business Responsibility Reporting as required under SEBI (LODR) 2015 and is notapplicable to your Company for the financial year under review.
Your Directors wish to thank all the stakeholders who have contributed to the successof your Company. Your Directors wish to place on record their appreciation for thecontribution made by the employees at all levels. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.
For and on behalf of the Board of Directors of Ganga Pharmaceuticals Limited
|Bharat Sharma ||Srijna Sharma |
|Managing Director ||Whole-Time Director |
|DIN: 00077026 ||DIN: 00078169 |
Dated: June 28 2017