Ganga Pharmaceuticals Ltd.
|BSE: 539680||Sector: Health care|
|NSE: N.A.||ISIN Code: INE615T01017|
|BSE 00:00 | 02 Feb||7.50||
|NSE 05:30 | 01 Jan||Ganga Pharmaceuticals Ltd|
Ganga Pharmaceuticals Ltd. (GANGAPHARMA) - Director Report
Company director report
GANGA PHARMACEUTICALS LIMITED
The Directors are pleased to present the 30th Annual Report together with the Audited Financial Statements for the financial year ended March 31 2019.
1. FINANCIAL PERFORMANCE
The brief financial results of the Company are as detailed below:
[Rs. In lacs]
2. DESCRIPTION OF THE COMPANY'S OPERATIONS / STATE OF AFFAIRS DURING THE YEAR
During the FY 2018-19 your Company's revenue was Rs. 336.26 Lakhs as against Rs. 305.24 lakhs during FY 2017-18 and gained a profit of Rs. 18.71 Lakhs as against profit of Rs. 9.40 lakh in FY 2017-18
3. FINANCIAL YEAR
Pursuant to the provisions of Section 2(41) of the Companies Act 2013 a `financial year' in relation to the Company means the period ending on the 31st day of March every year in respect whereof financial statement of the Company is made.
4. DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended on March 312019.
5. 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.
6. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 312019 the Company has no Subsidiary or Associate or Joint Venture Company
7. SHARE CAPITAL
The paid up equity share capital as at March 31 2019 stood at Rs. 40615000 (Rupees Four crores Six Lacs and fifteen thousand).There is no change in the share capital of the company during the financial year.
8. CONSOLIDATED FINANCIAL STATEMENT
The Company is 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-under during the financial year.
9. CORPORATE GOVERNANCE REPORT
The Company being listed on SME segment of BSE Limited having net worth of Rs. 5.15 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.
10. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT- 9 is annexed herewith as annexure- 1and the same is available at the website of the Company at http://www.ayurvedganga.com/
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provision of section 152 of the Companies Act 2013 and of Articles of Association of the Company Mrs. Srijna Sharma Director of the Company retires at the ensuing Annual General Meeting and being eligible seeks re-appointment.
During the Financial year 2018-19 Mr. Ganesh Jyothimani Paradeshi resigned as Chief Financial Officer of the Company w.e.f August 30 2018.
During the Financial year 2018-19 Mr. Anagh Bharat Sharma was appointed as Chief Financial Officer of the Company w.e.f September 06 2018.
All Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
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 2019.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The details of transactions entered into with the related parties are given in form AOC-2 in terms of the provision of section 188(1) including certain arm's length transactions and annexed herewith as annexure- 2.
14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE 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 and its future operations.
15. BOARD OF DIRECTORS & COMMITTEES THEREOF
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 Independent Directors.
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 2019 the strength of the Board of Directors of the Company was at six Directors comprising of three Executive and three Non-Executive Independent Directors. Fifty percent of the Board comprised of Independent Directors. The details of the Board of Directors as on March 31 2019 are given below:
In terms of the Provisions of section 152 of Companies Act 2013. Mrs. Srijna Sharma Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible seeks her re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
As on March 31 2019 Mr. Bharat B. Sharma and Mrs. Srijna Sharma holding 1227785 and 241905 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 Director holding 349500 228000 260000 and 190000 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 07 (Seven) Board meetings were held on April 25 2018 May 28 2018 July 12 2018 September 06 2018 November 15 2018 January 28 2019 March 30 2019. 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 2019 and their attendance at the Board meetings and Annual General Meeting (AGM') during the financial year ended March 31 2019 are given below:
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 2019 4 (four) meeting of the Audit Committee were held were held on 28/05/2019 06/09/2018 05/11/2018 and 28/01/2019 which was attended by all the members of the Committee which was attended by all the members of the Committee.
iv. Nomination And Remuneration Committee
The Nomination and Remuneration Committee in terms of the provisions of section 178 of the Companies Act 2013 comprising of Mr. Sachin C. Chavan Mr. Chetan B. Patel and Mr. Harish B. Talreja.
Mr. Sachin C. Chavan Independent Director is the Chairman of the Nomination and Remuneration Committee.
v. Stakeholders Relationship Committee
The Stakeholders Relationship Committee in terms of the provisions of section 178 of the Companies Act 2013 comprising of Mr. Harish B. Talreja Mr. Chetan B. Patel and Mrs. Srijna Sharma
Mr. Harish B. Talreja Independent Director is the Chairman of the Stakeholders Relationship Committee.
During the financial year ended on March 31 2019 4 (Four) meeting of the Stakeholders Relationship Committee were held on 28/05/2018 06/09/2018 05/11/2018 and 28/01/2019 which was attended by all the members of the Committee.
16. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performance evaluation of its own performance the Directors individually as well as evaluation of the working of the Board and its Committees culture execution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
17. 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 2019 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 2019 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.
18. STATUTORY AUDIT
Anil Bansal & Co Chartered Accountants (Firm Registration No:100421W) who were appointed as Statutory Auditors of the Company at the AGM held in the year 2017 for a period of five years till the conclusion of the AGM of the Company to be held in the year 2022
There is no audit qualification reservation or adverse remark for the financial year under review
19. COST AUDIT
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.
20. 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 (Firm Registration No. I2001MH250300) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as annexure 3 and forms an integral part of this Report.
21. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Your Company has policies procedures and effective internal controls for ensuring orderly and efficient conduct of the business safeguard of its assets prevention and detection of fraud and errors accuracy and completeness of the accounting record timely preparation of financial statements and proper disclosure.
During the year such controls were tested and no reportable material weakness in the design or operation was observed.
The internal and operational audit is conducted on regular basis The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry.
22. 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.
23. 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.
24. 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 and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element. Enhanced level of training on Process and Behavior based safety adoption of safe & environmental 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.
The details of the policies approved and adopted by the Board of Directors of the Company and required to be part of the Directors Report are as under;
(a) Vigil Mechanism/Whistle Blower Policy
The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (http://www.ayurvedganga.com/)
(b) Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (http://www.ayurvedganga.com/)
(c) Related Party Transactions and Policy
The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.
The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company i.e. (http://www.ayurvedganga.com/). None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
(d) Policy on material subsidiary
The details of the policy have been disclosed on company's website at (http://www.ayurvedaganga.com/)
(e) Familiarization programme for Directors
The details of the familiarization programme have been disclosed on company's website at (http://www.ayurvedaganga.com/)
(f) Code of Conduct
In Compliance with Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 and the Companies Act 2013 The Company has laid down the Code of Conduct for all Board members and senior management of the Company which is available on the Company's Website at (http://www.ayurvedaganga.com/).
All the Board members and senior management of the Company have affirmed compliance with their Code of Conduct for the financial year ended March 31 2019. The Managing Director has also confirmed and certified the same. The certification is annexed at the end of this report.
(g) Prevention of Sexual Harassment Policy
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. During the year 2018-2019 no complaints were received by the Company related to Sexual Harassment
(h) Risk Management Policy:
Your Company has a Risk Management Policy adopted by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner. Management Discussion and Analysis Report contain more details on the risk management practiced by the Company
26. STATUTORY INFORMATION
The information on conservation of energy technology absorption and foreign exchange earnings 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(1)(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company are given in Annexure - 4 & 5 to this report.
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.
The Business Responsibility Reporting as required under SEBI (LODR) 2015 and is not applicable to your Company for the financial year under review.
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.
Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks Government Authorities Shareholders Suppliers and Customers. Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.
For and on behalf of the Board of Directors of Ganga Pharmaceuticals Limited