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Ganesha Ecosphere Ltd.

BSE: 514167 Sector: Industrials
BSE 00:00 | 01 Feb 881.65 -22.05






NSE 00:00 | 01 Feb 890.10 -11.05






OPEN 900.05
52-Week high 985.05
52-Week low 543.25
P/E 24.15
Mkt Cap.(Rs cr) 1,925
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 900.05
CLOSE 903.70
52-Week high 985.05
52-Week low 543.25
P/E 24.15
Mkt Cap.(Rs cr) 1,925
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ganesha Ecosphere Ltd. (GANECOS) - Director Report

Company director report


The Members of

Ganesha Ecosphere Limited

Your Directors have pleasure in presenting the Thirty-third Annual Report of theCompany together with the Audited Financial Statements for the financial year ended March31 2022.


The summarized financial results of the Company for the year ended March 31 2022 ascompared to the preceding year are as under:

(Rs in Crore)
Standalone Consolidated
Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Total Income 1033.85 761.91 1028.36 760.57
Profit before Finance Costs Depreciation and Amortization Expense 128.87 95.49 120.82 93.92
Less: Finance Costs 9.76 8.71 9.76 8.81
Less: Depreciation & Amortization Expense 28.37 27.16 28.40 27.16
Profit before Tax 90.74 59.62 82.66 57.95
Tax Expense (21.19) (14.43) (20.69) (14.43)
Profit after Tax 69.55 45.19 61.97 43.52
Add: Other Comprehensive Income 0.03 0.32 0.03 0.32
Total Comprehensive Income 69.58 45.51 62.00 43.84
Balance in retained earnings at the 348.08 306.93 346.21 306.73
beginning of the year
Profit after Tax available for appropriation 417.66 352.44 408.21 350.57
Dividend Paid (4.37) (4.37) (4.37) (4.37)
Transfer to General Reserve - - - -
Other - - (0.04) -
Balance in retained earnings at the end of the year 413.29 348.08 403.80 346.21


The standalone and consolidated financial statements for the financial year ended March31 2022 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs andas amended from time to time.

FY 2022 was a mixed bag for the Company. At positive note the Company recovered fromCOVID-19 impact which had severally affected the Company's performance during FY 2021 aswell as in the first quarter of FY2022 but on the flip side the Company suffered a bigblow in the form of fire accident at its Polyester Staple Fiber manufacturing unit locatedat Kanpur Dehat Uttar Pradesh in June 2021 due to which two Fibre production linesthat were contributing 12000 tons of PSF on yearly basis were destroyed completely thereinstatement of which is still underway.

Despite the challenges the Company has made a strong comeback and delivered aresilient performance in FY 2021-22. On standalone basis the Company clocked the totalincome of H1033.85 Crore during FY 2022 as against H761.91 Crore during FY 2021 turninginto a growth of 35.69% mainly on account of higher sale realizations. The OperatingProfit (EBITDA) stood at H128.87 Crore reflecting growth of 34.96% from previousfinancial year. During the year under review the Company has earned Net Profit of H69.55Crore registering an increase of 53.91%.

On consolidated basis the Company achieved a total income of H1028.36 Crore as againstH760.57 Crore in the previous financial year. Our consolidated net profit for the year isH61.97 Crore.

The performance of the Company during the current FY 2022-23 continues to beencouraging and barring unforeseen circumstances your Directors expect your Company toachieve better results during the year.


During the financial year 2021-22 the following ratings have been re-affirmed by ICRAand CARE: i. A; Stable (Single A; Outlook Stable) for Long Term Bank Facilities (Term Loanand Fund Based) signifying adequate degree of safety regarding timely servicing offinancial obligations. Such facilities carry low credit risk. ii. A1 (A One) for ShortTerm Bank Facilities (Non-Fund based) signifying very strong degree of safety regardingtimely payment of financial obligations. Such facilities carry lowest credit risk.


Your Directors are pleased to recommend a dividend of H2/- per share (i.e. @ 20%) onEquity Shares of H10/- each of the Company involving cash outflow of H4.37 Crore of theCompany's standalone net profit for the financial year 2021-22. Dividend is subject toapproval of members at the ensuing Annual General Meeting (AGM) and shall be subject todeduction of income tax at source.

During the year under review unpaid dividend for the financial year 2013-14 amountingto H0.11 Crore being unclaimed for more than 7 years from the date it was lying in theunpaid dividend account had been transferred by the Company to the Investor Education andProtection Fund (IEPF) of the Central Government in terms of Section 124(5) of theCompanies Act 2013.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("SEBI ListingRegulations") the Company has adopted a Dividend Distribution Policy which endeavorsfor fairness consistency and sustainability while distributing profits to theshareholders. The Dividend Distribution policy is available on the Company's website athttps://www.ganeshaecosphere. com/corporate-governance-policies.


As on March 31 2022; the Company had 2 (two) Indian wholly owned subsidiaries (namelyGanesha Ecopet Private Limited and Ganesha Ecotech Private Limited) and 1 (one) overseaswholly owned subsidiary in Nepal (namely Ganesha Overseas

Private Limited acquired on July 15 2021). The Company had no Associate and JointVenture Companies during the year ended on March 31 2022.

The wholly owned subsidiaries of the Company have not started any manufacturingoperations as of March 31 2022. A statement containing salient features of the FinancialStatements of the subsidiaries in the prescribed format in Form AOC-1 as required underfirst proviso to Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 is included in this Report as "Annexure A"and forms an integral part of this Report. In terms of the provisions of Section 136 ofthe Companies Act 2013 read with the SEBI Listing Regulations the Audited FinancialStatements of the subsidiaries are placed on website of the Company and can be accessed at These financial statements are alsoavailable for inspection by any member at the Registered Office of the Company. Any memberdesirous of obtaining a copy of the same may write to the Company.

The Company's Policy for determining Material Subsidiaries is disclosed on theCompany's website at https://www. Ason March 31 2022 the Company had no material subsidiary.


Ganesha Ecosphere Employees' Stock Option Scheme 2021 ("ESOP Scheme") wasapproved by the Board of Directors and shareholders of the Company on January 25 2021 andFebruary 26 2021 respectively. The said ESOP scheme was effective from February 262021. The provisions of the Scheme are in compliance with the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations 2021. Pursuant to the ESOP Scheme the Company hasconstituted Ganesha Employees' Welfare Trust (‘Trust') to acquire hold andallocate/transfer Equity shares of the Company to eligible employees from time to timeon the terms and conditions specified under the Scheme. During the year under review thesaid Trust had purchased 19335 Equity shares of the Company from the secondary openmarket. The disclosure pursuant to Regulation 14 of the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations 2021 is available on the Company's website athttps://www.


Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the SEBI Listing Regulations is provided in a separate sectionforming part of the Annual Report.


During the year under review there were no changes in the Directors and Key ManagerialPersonnel of the Company. Pursuant to the provisions of Section 152 of the Companies Act2013 and the Articles of Association of the Company Shri Sharad Sharma (DIN: 00383178)Managing Director of the Company retires from the Board by rotation at the ensuingAnnual General Meeting (AGM) of the Company and being eligible he has offered himself forre-appointment. The Board recommends the proposal of his re-appointment for considerationof the Members at the ensuing AGM of the Company.

The Board of Directors at their meeting held on August 4 2022 have unanimouslydecided for re-appointment of following directors of the Company subject to approval ofthe members in the ensuing AGM on the terms and conditions (including remuneration)recommended by the Nomination and Remuneration Committee as their present term of officeshall expire on June 18 2023:

Name Designation Tenure
Shri Vishnu Dutt Khandelwal Executive 5 years
(DIN: 00383507) Vice- Chairman (w.e.f. June 19 2023)
Shri Rajesh Sharma (DIN: 02228607) Joint Managing Director 5 years (w.e.f. June 19 2023)


The Board recommends the proposal of re-appointment of  theaforesaid Directors for consideration of the Members at the ensuing AGM of the Company.

Appropriate resolutions seeking Members' approval for reappointment of the Directorsalong-with their brief profile are placed in the Notice of ensuing AGM.


The Company had received the declarations u/s 149(7) of the Companies Act 2013 fromall Independent Directors that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI ListingRegulations and they have also confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgement and without anyexternal 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 theCompany have confirmed that they have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs.

In the opinion of the Board all the Independent Directors on the Board of the Companyhave requisite qualifications & proficiency and possess attributes of integrityexpertise and experience.


As on March 31 2022 the Audit Committee of the Company consisted of 5 (five)Directors out of which 4 (four) Directors are independent. The composition and otherdetails are provided in the Corporate Governance Report of the Company. During the yearall the recommendations made by the Audit Committee were accepted by the Board.


In terms of Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability in respect of the financial year ended March 312022 confirm that: -a) in preparation of the Annual Accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures if any; b) they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that year; c) they have taken properand sufficient care for the maintenance of adequate Accounting Records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) they have prepared AnnualAccounts on a ‘Going Concern' basis. e) they have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and are operating effectively. f) they have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.


The Company has in place adequate internal financial controls commensurate with thesize of the Company and the nature of its business with reference to financialstatements. Internal Auditors of the Company periodically audit the adequacy andeffectiveness of the internal controls laid down by the management. The Audit Committee ofthe Board of Directors also regularly reviews the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same.


During the financial year 2021-22 the Board of Directors had met 4 (four) times. Thedetails of the Board meetings held during the year are given under the CorporateGovernance Report.


During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India.


The copy of Annual Return as required under Section 92(3) and Section 134(3)(a) of theCompanies Act 2013 is placed on the Company's website and can be accessed at


The Equity Shares of the Company are presently listed at BSE Limited and National StockExchange of India Limited and the listing fee for the year 2022-23 for both the StockExchanges is paid.


a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder M/s. Narendra Singhania & Co. Chartered Accountants New Delhi (ICAI FirmRegistration No. 009781N) were appointed as Statutory Auditors of the Company for a termof 5 (five) consecutive years at the 28th AGM of the Company held on September 25 2017to hold office till the conclusion of the 33rd AGM of the Company. Accordingly theirexisting term of office as Statutory Auditors shall expire at the conclusion of ensuingAGM. Considering their satisfactory performance as Statutory Auditors and recommendationsof the Audit Committee the Board of Directors of the Company at its meeting held onAugust 4 2022 have recommended the reappointment of M/s. Narendra Singhania & Statutory Auditors of the Company for another term of 5 (five) consecutive years fromthe conclusion of 33rd AGM until the conclusion of 38th AGM.

The Company has received written consent from M/s. Narendra Singhania & Co. fortheir re-appointment in the Company along with a certificate that they satisfy thecriteria provided under Section 141 of the Companies Act 2013 and that there-appointment if made shall be in accordance with the applicable provisions of the Actand rules framed thereunder. Information about the proposed re-appointment of M/s.Narendra Singhania

& Co. as Statutory Auditors has been provided in the Notice of ensuing AGM.

The Statutory Auditors' Report for the financial year 2021-22 does not contain anyqualification reservation or adverse remark or disclaimer.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s. S.K. Gupta & Co. Company Secretaries asSecretarial Auditors to undertake Secretarial Audit for the financial year 2021-22. TheSecretarial Audit Report for the financial year ended March 31 2022 is annexed herewithas "Annexure B". As regards Secretarial Auditors' observation in theirreport stating delay of one day in filing disclosure of related party transactions on aconsolidated basis under Regulation 23(9) of the SEBI Listing Regulations for the halfyear ended March 31 2021 it is clarified that the delay was on account of someinterpretational issue. The Secretarial Audit Report for the Financial Year 2021-22contains no other observation qualification reservation or adverse remark or disclaimer.c. Cost Auditors

Pursuant to the Rules made by the Central Government of India the Company is requiredto maintain cost records as specified under Section 148 (1) of the Companies Act 2013 inrespect 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. RakeshMisra & Co. Cost Accountants (Firm Regn. No.: 000249) have been appointed as CostAuditors of the Company to conduct the audit of the Cost Accounts of the Company inrespect of its products ‘Yarn' and ‘Recycled Polyester Staple Fibre'respectively for the financial year 2022-23.

As required under the Companies Act 2013 the resolutions seeking Members'ratification for the remuneration payable to Cost Auditors form part of the Noticeconvening 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 CharteredAccountants Kanpur to conduct the Internal Audit of the functions and activities of theCompany for the Financial Year 2021-22. Quarterly Internal Audit Reports are placed beforethe Audit Committee of the Company for its review.


There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or the Board under Section143(12) of Companies Act 2013 and Rules framed thereunder.


During the year under review all transactions entered into with Related Parties wereapproved by the Audit Committee and wherever required were also approved by the Board ofDirectors of the Company. Omnibus approval from the Audit Committee was obtained on annualbasis for transactions of repetitive nature. During the year the Company had not enteredinto any contract/ arrangement / transaction with related parties which could beconsidered material in accordance with the Company's Related Party Transactions Policy.Further all related party transactions undertaken during the year were at arms' lengthbasis. Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

The related party transactions entered by the Company are disclosed under Note No. 34of the Notes to the Standalone Financial Statements for the year ended March 31 2022.During the year under review the Company's Policy on Related Party Transactions wasreviewed and modified in terms of the amendments made under SEBI Listing Regulations andthe same is disclosed on the website of the Company at the link corporate-governance-policies.


Pursuant to Section 186 of the Companies Act 2013 and Schedule V of the SEBI ListingRegulations disclosure on particulars of loans given investments made guarantees and/or securities provided along with the purpose for which the loan or guarantee or securitywere proposed to be utilized by the recipient are provided in the notes to the StandaloneFinancial Statements.


Pursuant to Section 177 of the Companies Act 2013 and the SEBI Listing Regulationsthe Company has adopted Whistle Blower Policy for vigil mechanism for Directors andemployees to report to the management about the unethical behaviour fraud or violation ofCompany's code of conduct. The details of the policy are explained in the CorporateGovernance Report.

The Policy has been posted on the website of the Company and may be accessed at thelink https://www.


Our current Nomination and Remuneration Policy is to have an appropriate mix ofExecutive and Non-Executive Directors including the independent directors to maintain thediversity and independence of the Board.

The broad parameters covered under the Policy are –Attributes Qualifications andRemuneration of Executive and Non-Executive Directors including Independent Directors KMPand Senior Management Personnel. It also covers performance evaluation criteria of theBoard its Committees and individual directors.

The Nomination Remuneration and Board Diversity Policy of the Company was reviewed andmodified during the year under review and the same is available on the website of theCompany at the link https://www.ganeshaecosphere. com/corporate-governance-policies. Weaffirm that the remuneration paid to the Directors is as per the terms laid out in thePolicy.


The Board of Directors at its meeting held on February 5 2022 has carried out anannual evaluation of its own performance board committees and individual directorspursuant to the provisions of the Act & SEBI Listing Regulations. PerformanceEvaluation of Independent Directors was done by the entire board excluding the directorbeing evaluated. The Evaluation Process was conducted through a structured questionnaireprepared after taking into consideration the various aspects laid down under the"Nomination Remuneration and Board Diversity Policy" of the Company. The Boardof Directors expressed satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on March 31 2022 performance ofnon-independent directors Chairman of the Company and the Board as a whole was evaluatedtaking into account the views of Executive Directors and other Non-Executive Directors.Independent Directors have also assessed the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board and recorded their satisfactionwith the flow of information.


Risk management is an ongoing process and embedded in the operating framework of theCompany. Risk Management & Strategic Planning Committee of the Board has beenentrusted for timely identification evaluation and mitigation of all types of internaland external risks including financial operational sectoral sustainability(particularly ESG related risks) information cyber security risks etc. The Committee isresponsible for formulating and reviewing the risk management plan/ policy and ensuringits effectiveness across the organization. The Audit Committee of the Board has anadditional 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 canthreaten the existence of the Company. However the risks inter-se those are generallydealt in regular course of business and have to be taken care of are fluctuations inforeign exchange rates and prices of raw material as well as finished products.

The Risk Management Policy has been uploaded on the Company's website and may beaccessed at the link https:// www.ganeshaecosphere. com/corporate-governance-policies.


Your Company is committed to focus on inclusive growth and improving lives bycontributing towards communities around which it operates. In compliance with Section 135of the Companies Act 2013 the Company has undertaken CSR activities projects andprograms as provided in the CSR policy of the Company and as identified under Schedule VIIto the Companies Act 2013.

The Composition of CSR Committee along with details of CSR activities undertaken by theCompany have been disclosed in the ‘Report on CSR activities' set out as "AnnexureC" and forming an integral part of this Report.

The CSR policy of the Company was amended during the year under review to incorporatethe amendments notified through the Companies (Corporate Social Responsibility Policy)Amendment Rules 2021 dated January 22 2021. The CSR Policy may be accessed at the linkhttps://www.


In terms of Regulation 34(2) of SEBI Listing Regulations a Business ResponsibilityReport describing the initiatives taken by the Company from an environmental social andgovernance perspective is provided in a separate section forming part of the AnnualReport.


During the year under review the Company has neither accepted nor renewed any depositfrom public in terms of the provisions of Sections 73 and 76 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014.

In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014the Company during the year had accepted an amount of Rs 8.77 Crore as unsecured loansfrom the Directors and the balance outstanding as on March 31 2022 was H8.92 Crore.


No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2021-22 and the date of this Report.


During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which would impact the going concern status of theCompany and its future operations.


The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure D".


The Disclosure required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as "Annexure E" and forms an integral part of this Report. Theinformation showing names and other particulars of employees as per Rule 5(2) and 5(3) ofthe aforesaid Rules forms part of this report. However as per first proviso to Section136(1) of the Act the Annual Report excluding the aforesaid information is being sent tothe members of the Company and others entitled thereto. The said information is availablefor inspection by members at the registered office of the Company during business hours onall working days upto the date of ensuing AGM. Any member interested in obtaining a copythereof may also write to the Company Secretary.


As required under Schedule V to the SEBI Listing Regulations a separate section onCorporate Governance together with a Certificate from M/s. S. K. Gupta & Co.Practicing Company Secretaries confirming compliance of the conditions of CorporateGovernance forms an integral part of this Report.


Prevention and control of sexual harassment at workplace constitutes an important partof corporate culture while aligning with best practices and improving managementprocesses. The Company has zero tolerance for sexual

harassment at workplace and has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace with a mechanism of lodging complaints and hasconstituted an Internal Complaints Committee in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed there under. No complaints were reported to the Board for sexual harassmentof women at work place during the financial year 2021-22.


• The Company has not issued any equity shares with differential rights as todividend voting or otherwise.

The Company has not issued any shares (including sweat equity shares) toemployees of the Company or its subsidiary under any scheme.

There is no change in the Share Capital Structure of the Company during theyear under review.

There was no revision in the financial statements.

Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of the Company's subsidiaries.

There has been no change in the nature of business of the Company.

There is no proceeding initiated/ pending against the Company under theInsolvency and Bankruptcy Code 2016.

There was no instance of one-time settlement with any Bank or FinancialInstitution.


Your Directors take this opportunity to place on record appreciation for theco-operation and support extended by various departments of the Central and the StateGovernment(s) Bankers and Business associates.

Your Directors also wish to express their deepest appreciation to the employees at alllevels whose dedicated efforts cooperation and unending support helped the Company indelivering results despite the challenges. We are also grateful to all the shareholderscustomers dealers agents suppliers and bankers of the Company for reposing continuedtrust support and confidence in the management of the Company.

For and on behalf of the Board
Place : Kanpur (Shyam Sunder Sharmma)
Date : August 4 2022 Chairman
DIN: 00530921