GANGA PHARMACEUTICALS LIMITED
The Directors are pleased to present the 29thAnnual Report together with theAudited Financial Statements for the financial year ended March 31 2018.
1. FINANCIAL PERFORMANCE
The brief financial results of the Company are as detailed below:
[Rs. In lacs]
|Particulars ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Revenue from operation ||305.24 ||301.04 |
|Profit/(Loss) before taxation ||12.66 ||10.57 |
|Less: Tax Expense ||3.26 ||3.16 |
|Profit/(Loss) after tax ||9.40 ||7.42 |
2. DESCRIPTION OF THE COMPANY'S OPERATIONS / STATE OF AFFAIRS DURING THE YEAR
During the FY 2017-18 your Company's revenue was Rs 305.24 Lakhs as against Rs. 301.04Lakhs during FY 2016-17 and gained a profit of Rs. 9.40 Lakhs as against profit of Rs 7.42lakhs in FY 2016-17.
3. FINANCIAL YEAR
Pursuant to the provisions of Section 2(41) of the Companies Act 2013 afinancial year' in relation to the Company means the period ending on the 31stday 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 March312018.
5. 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.
6. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 312018 the Company has no Subsidiary or Associate or Joint VentureCompany
7. SHARE CAPITAL
The paid up equity share capital as at March 31 2018 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.
8. 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.
9. CORPORATE GOVERNANCE
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.
10. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT- 9 are given inAnnexure -1 to this report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the Provisions of section 152 of Companies Act 2013. Mr. SanjayKulkarni Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible seeks his 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
12. 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 NonIndependent 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.
13. 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 2018.
14. 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.auyrvedganga.com)
15. 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.auyrvedganga.com)
16. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related 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-a-vis the Company.
The details of transactions entered into with the related parties are given in formAOC-2 in terms of the provision of section 188(1) including certain arm's lengthtransactions and annexed herewith as "annexure- 2"
17. 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.
18. BOARD MEETING
During the financial year ended on March 312018 five Board Meetings and four AuditCommittee Meetings convened and held in accordance with the provisions of the CompaniesAct 2013 and rules made there under. All the Directors actively participated in themeetings. The details are given in the Corporate Governance Report. The intervening gapbetween the meetings was with the period prescribed under the law.
A meeting of the Independent Directors of Company convened and held in compliance withthe requirements of Schedule IV of the Companies Act 2013 and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act 2013 the Directorsconfirm that;
i. that in the preparation of the Annual Accounts for the year ended March 31 2018the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii. and applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2018 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
20. STATUTORY AUDIT
Anil Bansal & Co Chartered Accountants (Firm Registration No:100421W) who wereappointed as Statutory Auditors of the Company at the last AGM held in the year 2017 for aperiod of five years till the conclusion of the AGM of the Company to be held in the year2022 (subject to ratification of their appointment at every AGM).
In view of Companies Amendment Act 2017 the requirement of ratification of auditor bythe members at every Annual General Meeting is now not required.
The Board accordingly recommends ratification at the ensuing annual general meeting byshareholders of the Company till the conclusion of the AGM of the Company to be held inthe year 2022.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.
21. COST AUDIT
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.
22. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder 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 anintegral part of this Report.
23. 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.
24. RISK MANAGEMENT
During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.
25. 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.
26. 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.
27. STATUTORY INFORMATION
The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany during the financial year under review.
The information required under section 197 of the Companies Act 2013 read withRule 5(1)(2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot applicable to your Company for the financial year under review.
Disclosure as required under para F of Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company duringthe financial year.
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 |
|Place: Palghar || |
|Dated: July 12 2018 || |